GENERAL TERMS AND CONDITIONS OF SALE ALSO FOR ONLINE CONTRACTS

Edition April 2022

 

1. Recitals

CD Automation’s General Terms and Conditions of Sale shall apply to contractual relationships between CD Automation and its Customers concerning Products, Systems or Services. These General Terms and Conditions, together with the Order and the Order Confirmation, shall represent the entire agreement between CD Automation and the Customer on a specific Supply and replace any other verbal or written communication and/or agreement by and between CD Automation and the Customer. CD Automation makes this document available on its websites: www.cdautomation.com and shop.cdautomation.com. CD Automation has also made these General Terms and Conditions of Sales known:
1. by making them available for viewing or as copies at each CD Automation’s head office, branch and authorised representative;
2. by publishing them on the CD Automation’s websites www.cdautomation.com and at shop.cdautomation.com (in the “General Conditions” section, under “Customer/Supplier Area” and/or under any other headings).
Any terms in these General Terms and Conditions of Sale starting with a capital letter shall have the meaning specified under Article 1 “Definitions” hereof.

DEFINIZIONI

  • CD AUTOMATION: the Italian-law private limited company CD AUTOMATION S.r.l. and its successors and/or assigns, if any.
  • CUSTOMER: the legal entity or natural person requesting and/or receiving an Offer or sending an Order to CD Automation, and its successors and/or assigns, if any, and if so provided for by the Order Confirmation and/or any legal provisions.
  • MANUFACTURER: CD Automation S.r.l. for CD Automation S.r.l. branded Products only.
  • VENDOR: Producer of NON-CD Automation S.r.l. branded Products and/or components, Systems or Services for which CD Automation acts as a distributor/reseller or as a user.
  • ORDER CONFIRMATION: the written communication by which CD Automation confirms the acceptance of the Order to the Customer, thereby finalising the Contract.
  • CONDITIONS: these General Terms and Conditions of Sale.
  • CONTRACT: the set of provisions contained in the Conditions, the Order and the Order Confirmation.
  • SUPPLY: the entire subject matter of the Order Confirmation.
  • CORPORATE GROUP: the set of companies directly and/or indirectly controlled by a Party and the companies under common control with that same Party.
  • OFFER: the document submitted by CD Automation to the Customer in order to verify the latter’s willingness to place an Order.
  • ORDER: the document and the annexes thereof signed by the Customer, and sent to CD Automation for acceptance, by which the Customer requests CD Automation to supply Products, Systems and/or Services. The definition of Order also includes any additions thereto as accepted by CD Automation after entering into the Contract.
  • ON–LINE ORDER: an Order requiring minimal management support by personnel as the main functions are delegated to forms of artificial intelligence; this type of Order is accepted only and solely if received electronically via the website shop.cdautomation.com after authentication and creation of a user ID and a Password.
  • NON IT ORDER: an Order accepted only and solely if sent in written form by fax/post/email and managed by the personnel.
  • B2C: the Offer available unencrypted on shop.cdautomation.com, subject to registration and log in.
  • B2B: the Offer intended for and reserved to the Customers selected by CD Automation and available after authentication and log in.
  • Party: the Customer and/or CD Automation.
  • Parties: the Customer and CD Automation.
  • Price: the consideration(s) indicated in the Order Confirmation.
  • Product: the article(s) indicated in the Order Confirmation.
  • Service: the service(s) indicated in the Order Confirmation.
  • System: the system(s) indicated in the Order Confirmation.

 

2. CONTRACTUAL STRUCTURE

2.1 Unless otherwise provided, the Customer agrees that each Order under the Conditions, as well as the relevant Order Confirmation by CD Automation relating to Products, Systems or Services, represents a separate Contract, legally independent from the others. Whenever the Customer places an Order subject to an Order Confirmation by Cd Automation, the relevant Supply shall be subject to the additional contractual conditions for Products, Systems and/or Services indicated in the Order and in the Order Confirmation, which shall be an integral part of the Contract. In the event of any discrepancy among different contractual documents, the provisions contained in the Order Confirmation and in the Conditions shall prevail over those contained in the Order, whereas those contained in the Order Confirmation shall prevail over those contained in the Conditions. Any Customer’s general terms and conditions of purchase not expressly accepted by CD Automation, even if included in the Order and/or on the back thereof, shall not, in any case, be applicable. CD Automation’s Offer shall only be valid if sent in writing and for the period indicated therein. No CD Automation’s agent or intermediary has the power to accept Orders on its behalf. The Contract shall be finalised between the Parties after receiving the Order and only when CD Automation notifies the Customer in writing of its acceptance thereof. As soon as CD Automation’s Order Confirmation is received, the Customer shall check all the data contained therein, which shall be deemed accepted if not immediately objected in writing. Any materials and services not expressly described in the Order Confirmation shall be invoiced separately. The provisions of the Contract shall apply to standard Products, the use of which is strictly related to the specifications in the user manuals, normally available on the website www.cdautomation.com or on the websites of its related partners. Orders containing requests for changes to standard articles shall be subject to a special Contract, signed and stamped by both Parties. That being the case, the standard Order Confirmation is not sufficient to finalise the Contract.

A special Contract is required in the following cases:

  • requests to apply logos, colours and trademarks to Products and accompanying documentation (manuals, delivery notes, dedicated packaging, or other documentation);
  • requests for modifications of any kind changing the physical or operating characteristics of the units (hardware and firmware) compared to those reported in the manuals published on www.cdautomation.com;
  • requests for the development of new Products or parts thereof, making them usable for tasks other than those in the user manual (either the concise or the complete manual on our website www.cdautomation.com).

2.2 In case of on-line Orders, the provisions of Clause 2.1 shall apply only to Orders placed and completed on-line on the website shop.cdautomation.com. Orders placed on any another website referable to CD Automation or completed in Non-IT mode shall be referred to the Non-IT General Terms and Conditions. https://www.cdautomation.com/it/cd-automation-condizioni-generali/

 

3. GENERAL PROVISIONS

3.1. Any and all information exchanged between the Parties shall be deemed as non-confidential. Should the Parties intend to communicate, receive, and exchange confidential information, they shall enter into and sign a specific confidentiality agreement.

3.2. Either Party may communicate with the other by electronic means and such notice shall be equivalent to a written document, having full contractual validity and effectiveness between the Parties, without prejudice to the provisions of any mandatory legal regulations. The identification code contained in the electronic document, even if different from the digital signature, shall be sufficient for the identification of the sender and the authenticity of the document. In particular, the Parties hereby expressly agree that the Order forwarded by electronic means shall be deemed as equivalent to a signed paper document and have the same mandatory and binding nature, without prejudice to the provisions of any mandatory legal regulations.

3.3. Any assignment or transfer of the Contract within CD Automation’s Corporate Group shall not require the consent from the Customer, which shall in any case be notified thereof.

3.4. The Customer shall allow CD Automation to install any technical modifications to the Products/Systems deemed mandatory by this latter, at its own discretion, care and expense (e.g. those necessary for security reasons). Unless otherwise specifically required by the Customer, any removed parts shall become the property of CD Automation; in this regard, the Customer ensures that it has suitable authorisation, from the owner or holder of other rights, to transfer ownership and possession of the removed parts to CD Automation, as per the RMA form (Annex 1), which is an integral part of these Conditions.

3.5. The Customer shall be liable for the results obtained from the use of Products, Systems or Services.

3.6. Should any clause of the Conditions and/or the Order be declared invalid or ineffective, the remaining clauses shall remain in full force and effect.

 

4.PRICES

Unless otherwise agreed in writing, Prices refer to a Supply delivered Ex-Works by CD AUTOMATION, standard packaging included. They shall NOT include any VAT, duties, insurance costs and, in general, sales and export tax or financial charges.

The agreed Prices shall not be binding for CD Automation in case of changes in the quantity and type of the Products to be supplied, and shall also be updated in case of extensions of the delivery terms for the reasons set out in Clause 8 hereof (“Delivery Terms”).

Prices are quoted in Euros, unless otherwise stated in writing.

In case of export outside the territory of the Republic of Italy, a peaking cost of 2.5% shall apply.

In case the minimum invoice amount of EUR 200.00 (two hundred), VAT and transport costs excluded, is not reached, a contribution of EUR 18.00 shall be applied to cover internal administrative management costs. The total amount including VAT, transport costs and contribution shall be paid by bank transfer in advance, even if otherwise agreed.

Unless otherwise agreed in writing, Prices shall be valid for 30 days from the sending of the Offer by e-mail or fax.

The relevant Offer number is required in the Customer’s Order.

Unless otherwise agreed in writing, should the Offer include prices linked to a scheduled Order with one or more batches of Products to be delivered more than 30 (thirty) days after the receipt of the Order, Prices shall be confirmed for each batch with a 30 (thirty) days’ notice from the scheduled dispatch of the goods.

Quotations for custom articles or special configurations shall be agreed in advance and, in any case, indicated in the Order Confirmation, as shall any discounts.

Unless otherwise agreed in writing, after-sales technical support shall not include any installation and technical assistance at plants, which may be agreed with CD Automation in terms of timing and costs, if required.

These Conditions are governed by Italian law.

 

4.1 PRICES AVAILABLE ON THE ONLINE CUSTOMER PORTAL, WITH B2B OFFER

Prices and discounts may be changed at any time without prior notice. They can be deemed as confirmed only upon receipt of the Order Confirmation by e-mail.

All Prices entered in the B2B Customer portal are to be intended as:

  • net unit Prices, without any discounts;
  • to be discounted, if a discount is indicated close to the Price;
  • delivered Ex Works/Warehouse CD Automation, standard packaging included;
  • not including VAT, duties, insurance costs and, in general, sales and export tax or financial charges;
  • subject to the purchase of a minimum batch of pieces having the same Product code, if the acronym MOQ is present;
  • subject to the purchase of a package consisting of pieces that cannot be sold individually at the proposed unit Price, if the acronym BOX is present.

 

More details on Prices can be found on the B2B customer portal on the search pages or in the individual product sheets.

Goods are always shipped at Customer’s risk. Any insurance claims, including those relating to damage incurred during transport, shall be borne by the Customer. No claims for quantity, weight or damage incurred during transport shall be accepted after three days of receipt.

The B2B Offer provides for shipment by carriers chosen by CD Automation or by another party on its behalf, with transport charges added on the invoice. If the Customer requires its own carrier to be appointed, shipment shall be delivered on freight collect terms and the risk for loss (due to theft or misplacement) and/or damage to the goods shall be transferred to the Customer upon pick-up at CD Automation’s warehouses.

CD Automation reserves the right to change Prices at any time without prior notice. In the event that an incorrect Price is published as being 50% or more lower than the correct Price and/or to an extent that is in any case recognisable and/or clearly too low, for whatever reason (system or human error, etc.), the Order may be cancelled, even if initially approved, and the Product shall not be delivered, unless the Customer decides to place the Order anyway and accepts payment of the correct Price.

 

4.2 PRICES AVAILABLE ON THE WEBSITE shop.cdautomation.com, WITH B2C OFFER

Prices and discounts may be changed at any time without prior notice. They can be deemed as confirmed only upon receipt of the Order Confirmation by e-mail.

All Prices entered in the B2C Customer portal are to be intended as:

  • net unit Prices, without any discounts;
  • to be discounted, if a discount is indicated close to the Price;
  • delivered carriage paid in Italy, standard packaging included;
  • delivered carriage paid within the European Union, subject to notification of additional shipping costs in the Order Confirmation;
  • not including VAT, duties, insurance costs and, in general, sales and export tax or financial charges;
  • including peaking costs and costs for not reaching the minimum amount to be invoiced;
  • subject to the purchase of a minimum batch of pieces having the same Product code, if the acronym MOQ is present;
  • subject to the purchase of a package consisting of pieces that cannot be sold individually at the proposed unit Price, if the acronym BOX is present.

Goods are always shipped at Customer’s risk, even if on carriage paid terms. Any insurance claims, including those relating to damage incurred during transport, shall be borne by the Customer. No claims for quantity, weight or damage incurred during transport shall be accepted after three days of receipt.

The B2C Offer provides for shipment only by carriers chosen by CD Automation or by another party on its behalf.

CD Automation reserves the right to change Prices at any time without prior notice. In the event that an incorrect Price is published as being 50% or more lower than the correct Price and/or to an extent that is in any case recognisable and/or clearly too low, for whatever reason (system or human error, etc.), the Order may be cancelled, even if initially approved, and the Product shall not be delivered, unless the Customer decides to place the Order anyway and accepts payment of the correct Price.

 

4.3 OTHER TRANSPORT PROVISIONS FOR B2B AND B2C ONLINE SALES ONLY.

For shipments outside Italy, the Customer shall add the shipping service for the desired country in the Order. If the country is not indicated, the Customer shall receive the total amount to be paid during office hours by e-mail, unless otherwise agreed between the Parties.

Limited to shipments within the territory of Italy and the Republic of San Marino and only for Orders placed online with B2C Offer, the following terms shall apply:

in compliance with Italian Ministerial Decree of 24/12/1993, in case of sale of goods to Customers within the territory of the Republic of San Marino, a copy of the invoice duly stamped by the San Marino Tax Office is to be returned to CD Automation’s registered office within 4 months of the sale. Failing to receive any such receipt thereof, the event shall be reported to the competent authority under the aforementioned regulations.

 

4.4 GENERAL TRANSPORT PROVISIONS COMMON TO ALL TYPES OF OFFER: NON-IT, B2C and B2B.

Unless otherwise agreed in writing between the Parties, shipment shall be made by truck throughout Italy within the merely indicative terms of 24, 48 or 72 hours from the pick-up by the courier during the following office hours: from 8.30 to 12.30 and from 14.00 to 18.00, from Monday to Friday, holidays excluded.

Upon receiving delivery of the goods, the Customer shall check that packages are in perfect conditions and that the quantity and quality correspond to those indicated in the accompanying document; discrepancies, if any, shall be reported on the same accompanying document with a reservation that accurately and specifically indicates the discrepancies found (generic reservations such as “control reservation” and “non-conforming goods” shall not be deemed as valid for this purpose,) to be sent by email within eight calendar days to CD Automation’s reference salesperson and by entering an RMA request on CD Automation’s website.

Even if the packaging is intact, the goods shall be checked within eight calendar days of receipt and any hidden defects resulting from transport shall be reported in writing by registered letter with return receipt to the carrier, with copy to CD Automation, within the same term.

Any notification after the aforementioned terms shall not be taken into consideration and shall have no effects. The Customer shall be liable for the contents of its statements.

 

5. PAYMENT AND INVOICING

Prices may be paid by: – a) PayPal – b) credit card/prepaid card – c) bank receipt – d) bank transfer to the account indicated by CD Automation according to the terms provided for in the Contract or, unless otherwise provided, within 30 (thirty) days of invoice date.

The transfer of money to CD Automation is always at the Customer’s risk, whatever the means chosen. Should bills or credit instruments be accepted or received, as a mere payment facilitation and subject to payment in due course, CD Automation shall be entitled to obtain reimbursement of the related interests, expenses and commissions. That being the case, the place of payment shall remain, in any case, as set out above. Without prejudice to any greater damages, in the event of delayed payment, the Customer shall pay default interest to CD Automation, without the need for a default notice, at the rate determined under Article 1 of Italian Legislative Decree no. 192/2012. Where allowed by the Supply, CD Automation may arrange partial deliveries and invoice them separately, in accordance with the payment terms provided for in the Contract. Any complaints, including those relating to delivery delays or incomplete Supplies due to lack of non-essential parts, shall not entitle the Customer to suspend or delay payments. Unless otherwise explicitly agreed between the Parties, the sole Supply of Products or Systems shall be invoiced in full upon shipment. At the specific Customer’s request, the material supplied for the performance of any work may be invoiced as and when such work is executed and invoiced. In the case of the provision of labour or on-site activities, CD Automation shall issue the relevant invoice upon receipt of its personnel’s time reports duly countersigned by the Customer.

 

6. SUSPENSION OF DELIVERIES

CD Automation shall be entitled to suspend deliveries if the Customer fails to make even a single payment on the agreed due date or fails to comply with another Contract or, in general, to fulfil other obligations towards CD Automation. CD Automation may also suspend deliveries after entering into the Contract in the event that the Customer’s economic conditions substantially change, as well as in the event of one or more protests, executive proceedings, seizure of pledges and/or mortgages, application for receivership, composition with creditors, or discontinuation of business. It should be noted that in cases where payment is settled by bank transfer/swift in advance of production (payment on dispatch of the Order) or when the goods are ready, only the availability/credit on CD Automation’s current account shall be considered. The letter sent to the bank, known as “payment advice”, shall have no effect on the continuation of the process and the dispatch of the goods. If the crediting of the agreed amounts has not been checked, the Customer is not authorised to send couriers or its own personnel to collect goods. CD Automation shall not offer any compensation whatsoever for non-deliveries due to missing or irregular payment (not complete or of uncertain origin).

 The following terms shall apply only to on-line Orders with B2B Offer:

Product availability
The “availability” area of the Product catalogue published on the website shop.cdautomation.com shows the Product quantities available is stock at CD Automation’s warehouse, as updated every 5 minutes from 8.30 a.m. to 6.00 p.m. Since the access and the possibility of placing on-line orders change the availability of Products in real time, CD Automation cannot guarantee the delivery of ordered goods until the Order itself is visible in the “Confirmed Orders” area with the status “Confirmed”.

 

7. LIMITATION OF LIABILITY

Without prejudice to the mandatory limits provided for by the law, CD Automation’s liability towards the Customer for direct and indirect damages under the Contract, of any other nature and for any other existing form of compensation and/or indemnity provided for by the law and/or by these Conditions and/or by the Contract may, in no case, exceed a total amount equal to 100% of the Product Price. Without prejudice to the mandatory limits provided for by the law, CD Automation shall not be required to compensate the Customer for loss of profit and/or any indirect and/or consequential damages. In particular, CD Automation shall not be required to compensate, by way of example but not limited to, damages relating to loss of turnover, profit or contract, nor damages resulting from the lack of functionality of the work carried out. In any case CD Automation shall not indemnify the Customer for and against any damages, due for whatever reason, that the Customer may be required to pay to any third parties. In the event of a conflict of interpretation, the provisions contained in this Clause shall prevail over any other conflicting provisions contained in the Conditions and/or the Contract.

CD Automation shall not be held liable towards the Customer and/or any third parties for damage caused by incorrect use of the Products due to non-compliance with the instructions contained in the manuals published on the website www.cdautomation.com. These instructions also include the PROHIBITION to use the Products in applications relating to the production of energy from radioactive sources, the control of capacitive or predominantly capacitive loads or use on equipment in the field of civil, industrial, and aerospace aviation. The Customer is required to check that any third parties using the equipment have read the manuals published on www.cdautomation.com. In this regard, CD Automation is entitled to deliver the Product with a short version of the manual, whose complete version as available on www.cdautomation.com is an integral and binding part. It is hereby specified that any commercial catalogues, datasheets, white papers, videos, courses, and articles published by CD Automation’s personnel and any similar initiatives do not replace and do not have the same legal value of the instructions contained in the full version of the manuals. Any information that differs from or is in conflict with the information contained in the manuals is to be notified in writing to CD Automation’s certified email address.

 

8. DELIVERY TERMS

The delivery term starts from the date of the last of the following events:

  • upon agreement between the Parties on all the Conditions of the Supply;
  • upon receipt by CD Automation of the down payment on the Order, if applicable;
  • upon receipt by CD Automation of the balance of the amount;
  • upon receipt by CD Automation of technical data from the Customer or third parties designated by this latter or upon approval of CD Automation’s drawings and executive diagrams by the Customer, if applicable;
  • upon receipt by CD Automation of any materials to be supplied by the Customer or third parties designated by this latter;
  • upon receipt by the Customer of the authorisation to import the materials or to make payments, if applicable.

For the calculation of the delivery term, 5 (five) working days per week shall be counted, excluding public holidays. In case of force majeure events, the indicated delivery term shall be automatically extended for a period of time equivalent to the duration of the event. CD Automation shall therefore not be liable, under any circumstances and for any reason whatsoever, for any direct or indirect damage caused by deliveries of materials after the indicated term; in any case, the Customer hereby accepts to receive the material ordered even after the term. The delivery term is also extended if the Customer does not timely fulfil its contractual obligations, and in particular:

  • if payments are not settled on time;
  • if the Customer does not promptly provide the required data according to the expected schedule, before or during processing;
  • if the Customer requires variations during the execution of the Order;
  • if the Customer delays the delivery of material, before or during processing.

If delivery has not taken place, for any reason whatsoever, due to reasons not attributable to CD Automation, the delivery shall be deemed to have been carried out, to all intents and purposes, upon simple notice of Supply completed. The Parties shall consider the delivery date to be the date of issue of CD Automation’s notice of goods ready or notice of dispatch to the Customer or to the carrier or forwarding agent indicated by this latter in the Order, or of notification of goods available for testing.

 

9. PLACE AND PROCEDURES FOR DELIVERY – PACKAGING – SHIPMENT AND TRANSPORT

Unless otherwise agreed in writing, CD Automation shall supply the Products and/or Systems Ex-Works by delivering them to the Customer or to any third party promptly appointed by this latter.

Failing this, the Customer shall authorise CD Automation to choose and appoint a carrier or forwarding agent on its behalf, releasing it from any liability for such choice. The Products and/or Systems shall always be shipped at Customer’s charge and shall not be insured against any transport risks, unless otherwise required in writing with the Order by the Customer, which shall bear all relevant costs. Should the Customer fail to collect the Products and/or Systems, CD Automation shall be entitled to charge 1% (one per cent) per month of the invoice amount due to storage costs (in addition to the default costs). Storage shall be carried out at Customer’s risk. The Customer is required to check the Products and/or Systems and report any shortages before accepting delivery by the carrier and, therefore, before signing the transport document for receipt. Any defects or damage not recognisable upon delivery shall be notified by registered letter to the carrier, and in copy to CD Automation, within eight days of receipt of the Products and/or Systems, otherwise the Customer shall forfeit all relevant rights. Neither Products/Systems nor packaging shall be accepted for return, except with the prior written consent of CD Automation. Even in this case, they shall be transported at Customer’s exclusive risk and charge. The refusal of packaging normally used for the Products or the use of special packaging shall be expressly required by the Customer when placing the Order. CD Automation provides for packaging in accordance with customary practice and shall not be liable for any damage and/or loss that the materials may suffer or cause during transport due to accidental, unforeseeable or unknown conditions related to packaging. The material shall always be transported on behalf of the Customer and at its own risk, even when it is returned. The Customer shall notify CD Automation of the necessary instructions for shipment and any other related fulfilment that may be responsibility of CD Automation under the Contract; if not, CD Automation may arrange shipment at Customer’s charge, without any liability.

 

10. PENALTIES – DELIVERY DELAYS

Any penalties for delay shall be expressly set out in the Order Confirmation. Should CD Automation be required to pay a penalty in the event of delay in performance, pursuant to and by effect of Article 1382 of the Italian Civil Code, this amount shall be considered the only remedy available, with the express exclusion of compensation for any further damage. The penalty shall not be due if the delay in performance is attributable to an event of force majeure or an event not attributable to the direct responsibility of CD Automation. The day from which the Customer intends the penalty to be effective shall be notified to CD Automation by registered letter, without retroactive effect from the date of receipt of the relevant letter. In any case, the penalty shall not be due if not requested within 10 (ten) days of receipt of the delayed Supply. The Customer expressly waives the right to offset the amounts due by way of penalty against any other contractual amounts.

 

11. TRANSFER OF RISKS

The Customer shall acquire the title to the Supply, and the relevant risks, upon delivery to the Customer or to the carrier, even if the Supply is carriage paid or assembly is included or transport is provided by CD Automation. If shipment is delayed or made impossible for reasons not attributable to CD Automation, the material shall be stored at Customer’s charge, risk and responsibility.

 

12. ACCIDENTAL AND FORCE MAJEURE EVENTS

Force Majeure shall mean an event occurring beyond the reasonable control of the Parties and includes, without limitation, the following:

  • war, hostile acts or operations of a warlike nature, whether conducted in a state of declared war or not;
  • rebellion, revolution, insurrection, civil war, riots and acts of terrorism;
  • forfeiture, nationalisation, mobilisation, requisition, sanction, blockade, seizure or any other act or failure to act of a national or local governmental authority;
  • strike, sabotage, lockout, embargo, blockade, industrial dispute, shipwreck, interruption or limitation of power supply, epidemic, quarantine and pestilence;
  • natural disasters, such as earthquakes, storms, fires, flooding or inundation, tidal waves;
  • weapons of war, explosive materials, ionised radiation or radioactive contamination, nuclear and pressure waves, except to the extent reasonably attributable to the activity of a Party;
  • acts or omissions by local authorities, prohibition to export or import materials, equipment or services.

If either Party is prevented, hindered or delayed in the fulfilment of any contractual obligation due to Force Majeure, it shall promptly notify the other Party and shall be justified in failing to fulfil such obligation for as long as the Force Majeure event prevents such fulfilment. Nonetheless, non-fulfilment due to Force Majeure shall not affect the Customer’s obligation to settle payments under the Contract. If the Supplier incurs delays and/or expenses as a result of a Force Majeure event, it shall be entitled to an extension of time, as set out in the Contract, including the time required for disassembly/reassembly, and, if the Force Majeure event occurs in the country where the plant is located, the Supplier shall also be entitled to reimbursement of such expenses. If the fulfilment of the obligations under the Contract is prevented, hindered or delayed for a single period of more than sixty (60) consecutive days or for an aggregate period of more than ninety (90) days due to Force Majeure, the Parties shall both be entitled to terminate the Contract as provided for herein.

 

13. KNOWLEDGE OF INSTRUCTIONS – TECHNICAL DOCUMENTATION

The Customer acknowledges that it is aware of the safety regulations relating to the use of Products. Unless otherwise agreed in writing, machines, equipment and materials shall comply with the CEI (Italian Electrotechnical Committee) standards, IEC and/or specific sector technical standards and/or current EU Directives. The weights, dimensions and illustrations of the Products, which are intended for information purposes only, essentially correspond to the technical characteristics indicated in CD Automation’s documentation; in the case of Supplies whose Price is agreed with explicit reference to weight, the tolerances in use shall apply. CD Automation reserves the right to make non-substantial changes to its Products or Systems as it deems appropriate at any time, provided that the Customer shall be informed accordingly if such changes affect installation. Should the Customer propose technical changes to the contents of the Offer or to the drawings presented, in order for them to become compulsory, full written agreement between the Parties is required on the resulting changes to Prices and to the delivery term previously established. The submission of proposed changes shall not affect the effectiveness of the contractual clauses.

 

14. TESTING

It is Customer’s right and responsibility to promptly communicate its intention to attend, at its own expense, routine testing of the materials at CD Automation’s workshop. That being the case, the Customer shall be informed well in advance of the date on which tests shall be carried out: should the CUSTOMER not be present at the established time, tests shall in any case be carried out and the outcome communicated thereto. If further unscheduled tests are requested by the Customer and accepted by CD Automation, they shall be at Customer’s charge. By and no later than 30 (thirty) days of any installation by CD Automation, the Customer, if so agreed, may request the materials to be tested at its premises or at the place where they are installed, to check that they are operating correctly. That being the case, all the relevant expenses, including travel, labour, and transport of the persons in charge of testing, shall be borne by the Customer; tests shall be carried out at Customer’s risk and responsibility. The Customer shall also be responsible for ensuring that the workplace is completely safe, also pursuant to Clause 26 hereof. If testing has been carried out with a favourable outcome or the aforementioned period has elapsed without the Customer having requested any testing, the Supply shall be deemed as accepted by the Customer.

If upon testing the Supply proves to be non-compliant with the Contract, CD Automation shall immediately be given the opportunity to remedy the deficiencies as soon as possible. The repair of defects represents the sole and only remedy which CD Automation shall be bound to, any other form of compensation for damages or termination of the Contract being excluded.

 

15. ASSEMBLY

Unless otherwise agreed, assembly of equipment and components and, more generally, of the Supply shall be carried out at Customer’s care and charge. Upon Customer’s request, assembly may be ordered from CD Automation at the rates that shall be communicated at the time of the request. The Customer shall promptly prepare the necessary works and connections, and provide everything necessary, including securing the premises where the assembly shall take place.

 

16. WARRANTY

CD Automation shall guarantee the Supply to the extent required by current legislation. Upon expiry of the warranty, coverage also expires for devices that, for whatever reason, have not been used. In the event of faults/defects, CD Automation shall repair or replace any defective component of the Supply free of charge at its premises for the entire warranty period, provided that such faults/defects do not result from installation errors by the Customer or any third parties, incorrect use of the materials, little or no maintenance, normal wear and tear, inexperience or negligence by the purchaser, transport, improper storage of the materials, failure to take measures to reduce malfunctions, overloading beyond the contractual limits, unauthorised intervention, action or tampering by the Customer or third parties or Force Majeure. CD Automation shall not carry out any activities (including repair or replacement) outside its own premises. Repair or replacement shall only take place if the Customer has fulfilled all its obligations. Under no circumstances may the Customer interrupt its contractual performance during the warranty claim process. Repair/replacement timing for the faulty Supply shall be agreed by and between CD Automation and the Customer. Shipment of any component deemed to be faulty by the Customer to CD Automation’s premises and then from CD Automation’s premises to the Customer shall take place at the risk and under the responsibility of the Customer, which shall be required to arrange appropriate insurance cover. The repaired or replaced Supply shall be shipped at Customer’s charge and risk.

Any component deemed to be defective by the Customer shall be sent to CD Automation premises and the repaired or replaced Supply shall be shipped at Customer’s charge and risk. Any dispute concerning a shipment shall not affect the rest of the Supply. Products replaced by CD Automation shall become its property. The warranty shall last 12 months as from delivery of the Supply, starting from the delivery date (Reference Transport Document), even if the Supply has not been put into operation. Any claim relating to the non-compliance of the Supply, machinery, plants or components with the technical specifications or contractual documentation shall be made in writing within a maximum mandatory term of 8 days after delivery, after which the Customer shall not be entitled to submit claims any longer. In the case of Systems, the aforementioned mandatory term shall be 60 days following the performance of the objected service, after which the Customer shall not be entitled to submit claims any longer. In the case of hidden defects, the aforementioned term shall start from the discovery of the defect. After the expiry of the warranty period, the Customer shall not be entitled to submit any claims even for hidden defects. Should a claim be made on time and be justified, CD Automation shall be solely required to replace the goods deemed to be defective or to provide the Service again, thereby excluding any right of the Customer to demand termination of the Contract and/or compensation for damages. With reference to the provisions on spare parts, CD Automation reserves the right to supply material coming from the original or an equivalent Vendor.

 

16.1 WARRANTY FOR CONSUMABLE PARTS

The seller’s warranty obligations shall not apply to any Product that is normally consumed during operation or that has a normal life that is inherently shorter than the warranty period stated herein.

The following is not covered by warranty:

  • extra-rapid fuses protecting CD Automation Products, the breaking/tripping of which is necessary to protect against overcurrents;
  • thyristor junctions or other semiconductors are not covered by warranty in cases of short-circuit (they conduct even if an off signal is given to the gates). This type of failure occurs in cases where the extra-rapid fuse fails to prevent a too fast overcurrent, in cases where the current limit with special loads is not set correctly, and in cases of operating temperatures above specification limits;
  • SD, USB or non-retentive memories inside the processor, if they are used for more than the permitted number of write cycles;
  • the electromechanical relay outputs of the controllers have a limit of on/off cycles, after which they end their life and must be changed.

 

16.2 PROCEDURES FOR THE RETURN OF GOODS

As to returns of goods, either covered or not by warranty, the Customer shall refer to what is published on the website and follow the procedures for returning goods and the instructions of CD Automation’s personnel, who shall authorise the return of the goods if it is convenient for both Parties. It should be noted that shipping costs to the repair centre and return costs are the Customer’s responsibility, even for goods covered by warranty. The Customer shall bear import duties if the goods come from countries outside the European Community. The same applies to any duties due for the export of repaired, reconditioned or replacement goods.

The Customer shall bear all costs for duties and for returning the goods to the country of destination.

https://www.cdautomation.com/returns-material-authorization/

Goods repaired under warranty, even in the event of replacement with new or reconditioned Products, shall continue to benefit from the warranty of the goods originally supplied until the end of the 12-month warranty period, even if a new serial number label is issued.

 

16.3 WARRANTY FOR PRODUCTS DISTRIBUTED UNDER NON-CD AUTOMATION BRAND

The purchase of Products distributed or supplied for resale by CD Automation implies full acceptance of the warranty conditions provided by the Vendor, which are independent of the will of CD Automation itself.

The Customer shall carefully follow the instructions described in the manuals available in English on the Vendor’s website in order to comply with the warranty conditions. For the purposes of the warranty and the instructions, information available on sites referring to CD Automation and/or on other than the Vendor’s website shall not be valid, since they may be out of date or incomplete.

The Vendor may, at its discretion, offer warranty periods that differ from those of CD Automation. In any event, unless otherwise agreed in writing between the Parties, the warranty period offered by CD Automation shall be 12 months from delivery.

On CD Automation’s website www.cdautomation.com/it/garanzie, the Customer shall find an indication of the identity and address of Vendors, the warranty conditions applied by them or a link where updated information are available.

When requesting the return of goods, CD Automation reserves the right to carry out a series of actions aimed at checking the actual delivery of the material.

To this end, CD Automation may:

  • indicate the serial numbers of the distributed Products on the invoice;
  • check with the Vendor if the Product has been invoiced to CD Automation or to other distributors;
  • apply and check for additional labels/serial numbers with respect to those of the Vendor;
  • check that the Product codes supplied correspond to the codes actually found on the Products.

Returns shall not be accepted for Products with abraded or missing Vendor’s or CD Automation’s serial numbers/labels and NOT purchased from CD Automation.

The following Products shall be provided with CD Automation’s additional label/seal: operating panels, industrial PCs, PLCs, data loggers, melt sensors, gateways bearing the Vendor’s mark. There not being such label/seal, the Customer shall promptly notify it to CD Automation.

 

16.4 PRODUCTS NOT DEEMED UNDER WARRANTY BY THE VENDOR

CD Automation shall carry out an initial analysis on the returned Product to check whether it is potentially covered by warranty. In the event that the Product cannot be covered by warranty either by CD Automation or by the Vendor, CD Automation shall require a contribution from the Customer to cover the costs for sending the Product to the competent laboratory and for performing tests.

 

16.5 SPECIAL CONDITIONS ON MODULAR VENDOR PRODUCTS

The Products of the PLUS WEST and XX50 EMKO series may be modified by CD Automation by means of modular options, without invalidating the Vendor’s warranty.

In case of modification, CD Automation shall apply its own label containing the new Product code, which shall be associated with the serial code of the original model.

 

17 EXPRESS TERMINATION CLAUSE

Pursuant to and by effect of Article 1456 of Italian Civil Code, CD Automation may terminate the Contract in the event of the following non-compliances:

  • failure by the Customer to pay the Price and/or the relative adjustments thereof within the agreed terms pursuant to Clauses 4 and 5 of the Conditions;
  • failure by the Customer to comply with Clause 25 “Activities at the Customer’s premises”.
  • failure to comply with any work safety provisions and the provisions on workers’ health, safety and hygiene at work and environmental protection, with specific reference, without limitation, to Italian Legislative Decree no. 81/2008, as amended;
  • failure to comply with the limitations and requirements set forth in Clause 20 “Export Control”;
  • failure to comply with the provisions set out in Clause 19 “Intellectual Property”.

CD Automation shall notify its intention to avail itself of the termination clause by registered letter with return receipt. The termination shall occur and be effective as from the date of receipt of the relevant notice.

 

18. TERMINATION

Before acting to terminate the Contract, either Party shall give written notice of performance granting the other Party a term of not less than 30 days, pursuant to Article 1454 of Italian Civil Code. In any case, the Customer may not terminate the Contract if CD Automation has begun to perform within the aforementioned term and has therefore continued in good faith to diligently perform the Contract.

 

19. INTELLECTUAL PROPERTY

The Parties do not intend to and do not grant each other the right to use their (or their Corporate Group’s) trademarks, trade names or other designations in any type of publication, including promotional ones, without the prior written consent of the Party concerned. Either Party grants only the licences and rights expressly specified in the Order Confirmation. All data, information, documents, as well as intellectual property rights, whether registered or not, (hereinafter collectively referred to as “Documentation”), in whatever form transmitted, shall remain the exclusive property of CD Automation and are provided to the Customer for the sole purpose of performing the Contract. The Customer shall not use the Documentation received for reasons other than those provided for in the Contract, nor communicate to third parties, reproduce or license the Documentation received without explicit and prior written authorisation from CD Automation. The Customer shall return the Documentation received and any copies thereof at CD Automation’s simple request whenever said Documentation is no longer needed for the performance of the Contract and/or use of the Supply, unless otherwise agreed between the Parties. In the event that the Customer intends to use the Documentation received and the relevant Supply to incorporate it in other goods/documents, the Customer shall check that its use shall not infringe the industrial property rights of any third parties and shall be solely liable for any charges deriving from such possible infringements, holding CD Automation harmless. In any case, if the subject-matter of the Contract is performed by CD Automation on the specific Customer’s technical documentation, CD Automation shall not be liable for any infringement of any third-party industrial property rights and the Customer shall hold CD Automation harmless.

 

20. EXPORT CONTROL

The Customer shall not disclose, use, export or re-export, either directly or indirectly, the Supply, except in full compliance with all applicable export control regulations. The Customer also declares and warrants that the Supply shall not be used, either directly or indirectly, for military or nuclear applications, for the design or production of chemical or bacteriological weapons or chemical precursors of such weapons, for the design or production of nuclear weapons or for the design or production of ballistic missile launching systems without the prior written consent of CD Automation.

If mandatory for delivery to the Customer, CD Automation shall apply to the relevant national authorities for an export licence, but only after the Customer has provided CD Automation with all the required documentation supporting the licence application. The Customer is required to provide such documentation within a reasonable period of time. Any delay in issuing said licence shall result in CD Automation suspending the Services under the Contract. If an export licence is not issued or is issued but subsequently revoked by government authorities, the Contract may be cancelled by CD Automation without any claim for compensation being made against CD Automation as a result of such cancellation. The Customer shall provide CD Automation with a letter of guarantee for export control or an end-user declaration in a form that CD Automation deems satisfactory. Throughout the duration of the Contract, the Customer shall not export, re-export or otherwise transfer the Supply, either directly or indirectly, to any country, legal entity or natural person subject to restrictions under national or multilateral sanctions programmes. The supply of imported goods and/or goods intended for export, in the case of non-Italian customers, is only possible after the necessary authorisation has been obtained from the competent government authorities. CD Automation shall be entitled to refuse delivering goods to a forwarding agent not approved by CD Automation.

 

21. GOVERNING LAW AND JURISDICTION

The Contract is governed by Italian law. Since the Customer is a legal person, the provisions of the Consumer Code shall not apply in the event of a dispute between the Parties. Any dispute relating to the validity, interpretation, performance and/or termination of the Contract and/or of the Conditions and/or of the Order and/or of the Order Confirmation shall be deferred to the exclusive jurisdiction of the Court of Busto Arsizio (VA) Italy, and in any case the Court having territorial jurisdiction with reference to the registered office of CD Automation, thereby excluding any other competing jurisdiction. In any case, the application of the Vienna Convention on the International Sale of Goods of 1980 is expressly excluded.

 

22. TERMINATION FOR CONVENIENCE

In addition to the cases provided for by the law, CD Automation shall be entitled to terminate the Contract in the event of:

  • changes in the ownership or corporate structure thereof;
  • 30 days after a Force Majeure/accidental event as governed by Clause 12.

In the event of a termination of the Contract for convenience, the Customer is required to return any all projects, related drawings and technical documentation being property of CD Automation, without being entitled to any indemnity or compensation of any kind. CD Automation shall notify its intention to terminate the Contract by registered letter with return receipt. The termination shall be effective as from the date of receipt of the notice.

 

23. PERSONAL DATA PROTECTION

CD Automation acknowledges that, pursuant to and by effect of Article 13 of Italian Legislative Decree no. 196 of 30 June 2003, any data provided by the Customer shall be processed exclusively for the pursuit of contractual purposes and for the fulfilment of related legal obligations, including those of a fiscal or accounting nature. The information shall be processed using both computerised and manual recording methods and, in any case, shall be kept in secure environments. Any data and information processed may be communicated to third parties, also operating abroad, solely for the aforementioned purposes and shall not be disclosed for any other purposes. In compliance with the aforementioned law, CD Automation acknowledges that the rights set forth in Article 7 of Italian Legislative Decree no. 196 of 30 June 2003 may be exercised by the Customer at CD Automation’s registered office by contacting CD Automation Group’s Data Privacy Competence Centre at the e-mail address: info@cdautomation.com. Pursuant to the aforementioned Article 7, the Customer has the right to obtain confirmation of the existence of personal data concerning it, even if not registered yet, and its transmission in intelligible form. The Customer is also entitled to obtain information on the origin of the personal data, the purposes and methods of processing, the logic applied in the event of processing carried out with the aid of electronic instruments, as well as the identification details of the Data Controller and of the subjects or categories of subjects which personal data may be communicated to. Finally, the Customer has the right to obtain updating, rectification or, when interested, integration, cancellation, or anonymization of data, blocking of data processed in violation of the law, including those that do not need to be stored in relation to the purposes for which they were collected or subsequently processed, and certification that the operations described above have been brought to the attention, also as regards their content, of the subjects having been provided with such data.

 

24. ORDINARY AND EXTRAORDINARY MAINTENANCE ACTIVITIES

Installation, commissioning, maintenance and repair work may only be carried out by CD Automation’s personnel or by personnel properly instructed and authorised by CD Automation in compliance with all safety regulations. Should CD Automation not be entrusted with installation, commissioning, maintenance and repair work, it cannot, in any way, guarantee the correct operation of the Products/Systems supplied.

 

25. ACTIVITIES AT THE CUSTOMER’S PREMISES – WORK SAFETY PROVISIONS

In the event of activities at the Customer’s premises, this latter is required to ensure CD Automation:

  • the securing of the plant at the Customer’s premises and/or the Customer’s site where CD Automation’s activity shall be carried out;
  • free access, sufficient space and, in general, anything necessary and possible so that CD Automation can fulfil its obligations; in particular, the supply of electricity and the availability of lifting equipment for the use of the devices needed to perform the activities at the Customer’s premises.

The Customer shall also inform CD Automation in advance of all risks in the work areas as well as take and guarantee all related and necessary prevention and protection measures and emergency plans so that CD Automation’s personnel shall not be exposed to said risks and dangers and so that health and safety at work shall be properly guaranteed. The Customer shall also provide CD Automation in advance and in writing with the name of its own Safety Manager for the activities to be carried out and whom CD Automation’s personnel shall refer to before starting work. In the Parties’ mutual interest, in order to guarantee safe working conditions, the Customer shall therefore be mandatorily required to provide in advance CD Automation’s personnel with any and all information concerning the safety conditions of the areas and systems where the latter is expected to work. CD Automation’s personnel may refuse to start work until informed of the actual safety conditions. In any case, it shall be Customer’s responsibility to prevent CD Automation’s personnel from accessing its site and the relative systems before all the operations to ensure the absolute safety of the activities on the system, or part thereof, have been carried out. The work shall be performed with the constant assistance of the Customer’s expert staff and with the use of all protective devices, including special ones, designed to safeguard health and safety. In the event of injury or accident to CD Automation’s personnel, the Customer shall guarantee CD Automation’s authorised representatives’ free access to the site of the accident to check the actual causes.

 

26. FINANCIAL TRACEABILITY

The Customer shall inform CD Automation, upon entering into the Contract at the latest, of the application to the Contract of the provisions on traceability referred to in Italian Law no. 136/2010, as amended and supplemented. In this case, the Customer shall, upon entering into the Contract at the latest, notify CD Automation of the tender identification code (CIG) and, where applicable, the unique project code (CUP). Any financial movement relating to the activities under the Contract:

  1. i) shall be made exclusively by means of bank or postal transfer, or by Electronic Bank Receipt;
  2. ii) shall report the relevant CIG code and, where applicable, the corresponding CUP. The Customer is hereby informed that if such information is not provided within the aforementioned term, CD Automation shall not be in a position to fulfil its obligations under Italian Law no. 136/2010 both towards the Customer and towards any subcontractors/sub-suppliers that may be involved to carry out the activities under the Contract.

The CUSTOMER shall be exclusively liable for any prejudicial consequence that may arise from failure to provide information within the aforementioned term and shall indemnify and hold CD Automation harmless from and against any damage or prejudicial consequence.

 

27. CANCELLATION OF ORDERS

The Customer may request cancellation of the Order or part thereof within 24 hours of Order Confirmation for goods in stock and, in any case, CD Automation reserves the right to accept the Order cancellation within 3 working days of receipt thereof (Saturdays and public holidays excluded). Both the request for cancellation and the acceptance thereof, if any, shall be made through the online Order cancellation form.

Orders placed with payment in cash, within the limits permitted by the applicable law, or by credit card that cannot be fully processed based on stock availability shall be partially cancelled and the relevant amounts refunded.

CD Automation reserves the right not to enter into business relationships with any parties and to cancel any Order with them whose relevant bank transfer or swift is of uncertain origin, comes from a country other than that where the Customer permanently resides or cannot be directly linked to the Customer.

CD Automation reserves also the right not to enter into commercial relationships with countries having export restrictions imposed by the Italian Government, by the authorities of the European Union or by the Government of the United States of America (USA). CD Automation reserves the right to cancel, at any time, an Order already confirmed to the Customer or for which payment has already been made if:

  • any Italian or European authorities require the Supply to be denied;
  • upon specific CD Automation’s request, the Customer is unable to demonstrate and guarantee the actual destination and use of the material;
  • the law of the Customer’s country prohibits the import of the purchased material by type or import method;
  • the Customer intends to carry out a parallel import in order to avoid commercial restrictions of exclusivity in the country of final destination;
  • acts of corruption and conduct contrary to CD Automation’s Code of Ethics are proven.

Furthermore, CD Automation reserves the right not to accept or to cancel any Orders, regardless of whether or not payment has been received, by notifying the Customer by fax, telephone or e-mail within 3 working days of receipt of the Order (Saturdays and public holidays or closing days excluded).

Should CD Automation not accept or cancel an Order for which payment has already been made, it shall promptly refund the full amount received, according to the instructions received by the Customer for this purpose.

It is understood, however, that the refund of the Price is the only charge to be borne by CD Automation for non-acceptance or cancellation of the Order, any form of liability on the part of CD Automation being excluded in this respect.

The Customer may cancel or revoke purchase Orders only to the extent permitted by the law, it being understood, in any case, that Orders relating to the purchase of articles that were not available in the Catalogue Offer at the time of dispatch, although supplied by CD Automation, cannot be revoked, cancelled or withdrawn, without prejudice to any mandatory statutory regulations.

In the event of a request for cancellation of scheduled Orders (Non-IT or framework Order) or for the return of working material accepted by CD Automation, it is hereby specified that the volume discounts shall be applied for any framework Order considered as a consolidated Order, provided that the requested date of the last shipment is within 3 months of the date of the first shipment.

In the case of a framework Order, the volume discount rate defined by the total quantity is applicable.

Cancellation costs are as follows:

  • within 1 week after the Order date: no charge
  • 1 to 2 weeks after the Order date: 5% of the value of the cancelled items
  • 2 to 4 weeks after Order date: 10% of the value of cancelled items
  • more than 4 weeks after Order date: 20% of the value of cancelled items

If a part of an Order is cancelled, the volume discount rate for the Order shall be adjusted according to the actual remaining quantity.

 

28. RETURN OF DISTRIBUTED CD AUTOMATION’S OR VENDOR’S PRODUCTS

No items shall be returned without CD Automation’s prior written consent, without prejudice to the provisions of the “Warranty” clause.

After obtaining CD Automation’s consent, the Customer shall be entitled to a refund provided that it returns the items according to the following conditions:

  1. items must not have been used and shall be returned in the same condition in which the Customer received them;
  1. items shall be returned within 15 (fifteen) days of the delivery date indicated on the transport document;
  2. if the Conditions of sale do not contain specific instructions (and these have not been subsequently indicated by CD Automation), all parts or components that may have been added to the Product or item by the Customer shall be removed before returning goods to CD Automation; otherwise CD Automation shall be authorised to remove and/or eliminate all additional parts;
  3. return is not allowed for software, calibration services, or other items that, although supplied by CD Automation, were not available in the Catalogue and were therefore specifically ordered upon Customer’s request;
  4. items shall be returned to CD Automation at the Customer’s care, charge and risk. Products to be returned to CD Automation shall be suitably packaged and sent to the following address: CD Automation srl, Via Picasso 34/36, 20025 Legnano (MI), Italy.

 

29. COVID-19

The Parties are aware of the current spread of the Coronavirus (COVID-19) in various parts of the world, which is impacting and/or may impact the business and the performance of this Contract. The Parties agree that CD Automation shall be entitled to request potential costs, extensions of contractual terms or other reasonable contractual amendments if there are consequences, either directly or indirectly deriving from or in connection with the spread of the coronavirus, which may cause delays in the delivery of goods or the provision of Services or otherwise affect the obligations or contractual duties of CD Automation.

 

 

The Customer ————————————————-

[data, stamp and signature]

 

Pursuant to and by effect of Article 1341 of Italian Civil Code, the following Clauses are hereby specifically accepted and approved:

  1. Contractual structure
  2. General provisions
  3. Prices
  4. Payment and invoicing
  5. Suspension of deliveries
  6. Limitation of liability
  7. Delivery terms
  8. Place and procedures for delivery – Packaging – Shipment and transport
  9. Penalties – delivery delays
  10. Transfer of risks
  11. Accidental and Force Majeure events
  12. Knowledge of instructions – Technical documentation
  13. Testing
  14. Assembly
  15. Warranty
  16. Express termination clause
  17. Termination
  18. Intellectual Property
  19. Export control
  20. Governing law and jurisdiction
  21. Termination for convenience
  22. Personal data protection
  23. Ordinary and extraordinary maintenance activities
  24. Activities at the Customer’s premises – Work safety provisions
  25. Financial traceability
  26. Cancellation of Orders
  27. Return of distributed CD Automation’s or Vendor’s Products
  28. Covid-19

 

The Customer ————————————————-

[data, stamp and signature]

 

 

 

Il Cliente————————————————-[data, timbro e firma

 

Copyright © 2010 - 2021 | Cd Automation S.r.l. - Via Pablo Picasso 34/36, Legnano, MI - Tel: +39 0331 577479 - Fax: +39 0331 579479 - PEC:cdautomationsrl@legalmail.it - PIVA:IT08925720156 - Tribunale di Milano REA:1255303 - Capitale sociale:€ 26.000,00 - All Rights Reserved.