For the purposes of these General Terms and Conditions of Sale (hereinafter "Conditions of Sale"), the following terms shall have the following meaning:
“C.A.V.”: C.A.V. srl.;
"Customer”: any company, entity or legal entity purchasing the Products of C.A.V. from the latter;
“Products”: the goods produced, assembled and/or sold by C.A.V.;
“Order/s”: each and any proposal to purchase Products sent by the Customer to C.A.V. only and exclusively by fax and/or e-mail;
“Sale/s”: each and any sales contract entered into by and between C.A.V. and the Customer following receipt by the Customer of the written acceptance of the Order by C.A.V.;
“Trademarks”: all the trademarks being property of C.A.V. or granted to C.A.V. under a license agreement;
“Intellectual Property Rights”: all intellectual and industrial property rights of C.A.V., including, without limitation, the rights related to: patents for inventions, designs or models, utility models, Trademarks, know-how, technical specifications, and data, whether registered or not, as well as any other application or registration relating to these rights and any other right or form of protection having a similar nature or an equivalent effect.
These Conditions of Sale shall apply to all Product Sales. In case of conflict between the conditions as set out in these Conditions of Sale and the conditions agreed in any individual Sale, the latter shall prevail. C.A.V. shall not be bound by the general purchase conditions of the Customer (hereinafter "GPC"), not even in the event that they are referred to or contained in the Orders or in any other documentation received from the Customer, without the prior written consent of CAV. The GPC shall not be binding on C.A.V., not even by tacit consent.
C.A.V. reserves the right to add, amend or cancel any provision of these Conditions of Sale, it being understood that such additions, amendments or cancellations shall apply to all Sales entered into as from the thirtieth day following notification to the Customer of the new Conditions of Sale.
Orders and Sales
The Customer shall provide C.A.V. with Specific Orders containing the description of the Products, the requested quantity, the price and the terms required for delivery.
The Sale shall be considered completed: (i) when the Customer receives a written confirmation from C.A.V. (by e-mail, fax or electronic means) complying with the terms and conditions of the Order; (ii) or, in the event that the Customer receives a written confirmation from C.A.V. containing terms other than those contained in the Order, after two working days as from the date of receipt of the confirmation containing such different terms, unless the Customer objects to them; (iii) or, if no written confirmation is received from C.A.V., when the Products are delivered to the Customer.
Orders regularly accepted by C.A.V. can not be cancelled by the Customer without the written consent of C.A.V.
The prices of the Products shall be those indicated in the price list of C.A.V. in force at the time the Order is placed by the Customer or, if the Product is not included in the price list or the price list is not available, those indicated in the Order and confirmed in writing by C.A.V. upon accepting the Order. Except as otherwise agreed in writing between the parties, the aforementioned prices shall be calculated on an ex-works basis, net of VAT and discounts. Prices shall not include the costs of packing, shipping and transport from the premises of C.A.V. to those of the Customer. These latter costs shall be borne separately by the Customer.
C.A.V. shall retain the title to the Products until full payment of the price thereof. The Customer shall fulfil any and all requirements set forth by the local rules in order to make this retention of title clause valid and enforceable against all third parties, even by registering in any appropriate register, where locally required.
C.A.V. reserves the right to unilaterally modify, without notice and with immediate effect, the prices shown in the price list in cases where the adjustment is due to circumstances that are beyond the control of C.A.V. (by way of example, without limitation: an increase in the price of raw materials and labour costs or changes in exchange rates). In all other cases, any change shall be communicated to the Customer and shall affect all Orders received by C.A.V. as from the thirtieth day following the date on which the changes have been notified to the Customer.
Except as otherwise agreed in writing between the parties, C.A.V. shall deliver the Products ex-works, as defined in the INCOTERMS 2010 published by the International Chamber of Commerce in their most updated version, in force at the time of delivery. If requested, C.A.V. shall take care of the transportation of the Products at risk, costs and expenses of the Customer.
The delivery shall take place within the term indicated in the Order as accepted in the order confirmation or, if the term has not been indicated in the Order, within 60 days as from the first weekday following the confirmation of the specific Order. The delivery terms are indicative and are not essential terms pursuant to art. 1457 of Italian Civil Code and, in any case, do not include the transport days.
Except as provided for by art. 5.2 above, C.A.V. shall not be held liable for delays or non-delivery attributable to circumstances beyond its control, such as by way of example, without limitation:
inadequate technical data or inaccuracies or delays of the Customer in providing C.A.V. with the information or data necessary for the shipment of the Products;
difficulty in obtaining supplies of raw materials;
problems related to order production or planning;
partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, difficulties in transport, force majeure, unrest, terrorist attacks and all other causes of force majeure;
delays by the forwarder.
The occurrence of some of the events listed above shall not entitle the Customer to claim compensation for any damages of any kind.
Except as otherwise agreed in writing between the parties, the transport shall always be at the expense and risk of the Customer. In the event that C.A.V. is requested to take care of the transport of the Products, under art. 5.1 hereof, where no specific instructions are received from the Customer C.A.V. shall choose the means of transport deemed as most appropriate.
Unless otherwise agreed in writing between the parties, C.A.V. shall issue the invoices, at its own discretion, upon accepting the Order or delivering the Products.
Payments shall be made in Euros and within the term established in the Order confirmation.
Any failure to pay within the agreed term shall entitle C.A.V. to require the payment of the interests due at the current rate.
Any failure to pay or delayed payment exceeding 30 days shall entitle C.A.V. to suspend the delivery of the Products and terminate each and any Sales entered into with the Customer. The suspension of the Product delivery or the termination of the Sales shall not give the Customer the right to claim any damages.
Any complaint related to the Products and/or delivery thereof cannot in any case justify any suspension or delay in payment.
Any discrepancy of the Products delivered to the Customer with respect to the type and quantity indicated in the Order shall be reported in writing to C.A.V. within five days of the delivery date. If the discrepancy is not reported within the aforementioned term, the delivered Products shall be considered as compliant with those ordered by the Customer.
Except as otherwise agreed in writing between the parties, C.A.V. hereby guarantees that the Products are free from faults/defects (excluding those parts of the Products that are not produced by C.A.V.) for a period of one year starting as from the date of delivery thereof to the Customer.
The warranty shall not apply to the Products whose defects are due to (i) damage caused during transport; (ii) negligent or improper use thereof; (iii) failure to comply with the instructions of C.A.V. relating to the operation, maintenance and storage of the Products; (iv) repairs or modifications made by the Customer or by third parties without the prior written authorization of C.A.V.
Provided that the Customer's claim is covered by the warranty and notified under the terms hereof, C.A.V. shall at its discretion, replace or repair each Product or parts thereof having defects or faults.
The Customer shall report in writing the presence of faults or defects to C.A.V., specifying models and serial numbers, within 8 days of delivery of the Products in the case of obvious defects or faults, or within 8 days of the discovery of the defects by a person of average diligence in case of hidden or undetectable defects or faults.
The Products complained of shall be immediately sent to C.A.V.'s premises, or to any other place that the latter shall indicate from time to time, at Customer's costs and expenses, unless otherwise agreed between the parties, in order to allow C.A.V. to carry out the necessary checks. The warranty shall not cover damage and/or defects of Products deriving from anomalies caused by or connected to parts directly assembled/added by the Customer or by the final consumer. If, within the scope of this warranty, a defective Product or component is replaced, the ownership of the replaced Product or component shall be transferred back by the Customer to C.A.V.
In any case, the Customer may not assert its warranty claims if the price of the Products has not been paid to the agreed terms and conditions, even if the non-payment of the price at the agreed terms and conditions refers to Products other than those for which the Customer intends to assert its warranty claims.
C.A.V. shall not recognize any guarantee regarding the compliance of the Products with the rules and regulations of countries that are not part of or do not belong to the European Union. No other guarantee, expressed or implied, such as, by way of example without limitation, the guarantee of good operation or suitability for a specific purpose, is hereby granted with reference to the Products.
Without prejudice to what art. 9.3 above and except in cases of wilful misconduct or gross negligence, C.A.V. shall not be liable for any damage deriving from and/or connected to the defects of the Products. In any case, C.A.V. shall not be held liable for any indirect or consequential damages of any kind, such as, by way example without limitation, losses deriving from the Customer's inactivity or loss of earnings.
In the event that an identical defect of a Product occurs repeatedly and is attributable to the same cause during the period of 12 months as from delivery of the Products to the final customer and, in any case, not over 24 months as from delivery to the Customer, C.A.V. shall refund, within the limits of following art. 9.10, all direct damages incurred by the Customer and appropriately documented in relation to a campaign to withdraw defective Products from the market, as well as any other additional costs related to the repair and replacement of the Products, provided that the Customer has been reasonably committed to limit the losses that C.A.V. could have suffered. The Customer shall follow the instructions of C.A.V. for the withdrawal of the Products from the market.
The warranty shall not cover, in any way, electrical and consumer parts.
In any case, the Customer's right to compensation for damages shall be limited to a maximum amount equal to the value of the Products showing defects or faults.
Intellectual Property Rights
The Intellectual Property Rights are the total and exclusive property of C.A.V. and the communication or use thereof under these Conditions of Sale does not create any Customer's right or claim as to them. The Customer shall not perform any act incompatible with the ownership of the Intellectual Property Rights.
The Customer hereby declares that: (i) C.A.V. is the exclusive owner of the Trademarks; (ii) it shall refrain from using and registering trademarks that are similar and/or may be confused with the Trademarks; (iii) it shall use the Trademarks exclusively in compliance with the instructions of C.A.V. and solely for the purposes set out in these Conditions of Sale.
Pursuant to and by effect of art. 1456 of Italian Civil Code C.A.V. shall be entitled to terminate, at any time, any individual Sale by written notice to be sent to the Customer in the event of non-fulfilment of the obligations provided for in the following articles: 4 (Product Prices); 7 (Payments); 10 (Intellectual Property Rights).
Change in the Customer's equity
C.A.V. shall be entitled to suspend the fulfilment of the obligations deriving from the sale of the Products, under art. 1461 of Italian Civil Code, in the event that the Customer's equity conditions become such as to place in serious danger the payment of the consideration, unless a suitable guarantee is given.
Legal domicile, applicable law and jurisdiction
C.A.V. has its legal domicile at its registered office, at Via Morandi 93, Toscanella di Dozza (BO), Italy.
The Conditions of Sale and each Sale shall be governed and construed pursuant to Italian law.
Any and all dispute arising from or connected to these Conditions of Sale and/or each Sale shall be referred to the exclusive jurisdiction of the Court of Bologna.
Except as agreed in art. 13.3 above, when acting as claimant C.A.V. reserves the right to bring the lawsuit in the place of residence of the Customer, whether in Italy or abroad.
C.A.V. hereby declares that the personal data concerning the Customer, as provided by the latter or otherwise acquired by the seller in the exercise of its activity under the Articles of Association thereof, shall be processed in compliance with the Regulation GDPR 2016/679 and the national legislation in force on the processing and protection of personal data, and therefore respecting the fundamental rights and freedoms as well as the dignity of the data subject, with particular reference to privacy, personal identity and the right to protection of such data.
In compliance with articles 13 and 14 of the Regulation GDPR 2016/679 C.A.V. hereby informs the Customer that personal data shall be processed solely for commercial, managerial and/or promotional purposes, on paper and/or IT media. C.A.V. hereby also informs that the provision of such data is necessary for the purposes of the exact fulfilment and performance of the contract (e.g.: invoicing, tax compliance, etc.); their incomplete and inexact provision or the refusal to provide them may affect the validity of the contract. The collected data can also be disclosed to professionals, credit institutes, insurance companies and public bodies for the purposes related to the corporate purpose.
Data retention times shall depend, according to the type of processing, on the current fiscal legislation or the expiration of the contract and/or of the commercial supply relationship.
The data controller is CAV s.r.l., with registered office at Via Morandi 93, Toscanella di Dozza (BO), Italy. The offices in charge of data processing are: Sales Offices, Administration, Customer Service, Information Systems, Shipping Department. The complete privacy notice is available at www.cavitaly.com.
The Customer hereby declares that it is aware of its rights under articles 15 to 22 of the Regulation GDPR 2016/679 and consents to the processing of all personal data provided to C.A.V. and to their eventual transmission, for the pursuit of the aforementioned purposes.
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