CAREL - Legal & Compliance

  • Copyright

     

    The reproduction, even partial, of the pages and contents of this site is strictly forbidden. 
     
    Web contents of the CAREL INDUSTRIES S.p.A. site and intellectual property rights
    All material (by way of example, databases, static and moving images, drawings, guides and newsletters) posted on the CAREL INDUSTRIES S.p.A. website is protected by Italian copyright law and by EU and international laws applicable on the basis of formal or material references made by Italian law or of international conventions and agreements ratified by Italy.
    CAREL INDUSTRIES S.p.A., with registered office in Brugine (PD), on via dell’industria, 11 is the owner of the website contents, including any graphic rendition of the web pages, and the organisation and collection of such contents within the site. 
    Users of the CAREL INDUSTRIES S.p.A. Website undertake to comply with the regulations for the protection of authors and protected works, as well as with any other related rights, and will not cause any prejudice to CAREL INDUSTRIES S.p.A. or to the legitimate owners of copyrights on individual works posted on the CAREL INDUSTRIES S.p.A. website.
    Unless they have obtained the prior and express consent of CAREL INDUSTRIES S.p.A., and express authorisation by the legitimate owners of the works protected by copyright posted on the CAREL INDUSTRIES S.p.A. Website, users are not allowed to (i) reproduce, permanently or temporarily, in any way or form, in whole or in part, the CAREL INDUSTRIES S.p.A. website and its contents; (ii) translate, adapt, provide to the public, disseminate and distribute to the public the CAREL INDUSTRIES S.p.A. website and its contents, (iii) present and demonstrate to the public, transmit by any means and in any form, and use for any economic exploitation whatsoever the CAREL INDUSTRIES S.p.A. website and its contents.
    Hypertext links and frames are provided by the CAREL INDUSTRIES S.p.A. website to users exclusively as Internet navigation tools.
    The temporary, transitory and incidental reproduction by users via the Internet of the web contents of the CAREL INDUSTRIES S.p.A. site is permitted, provided that is conducted solely for the purpose of accessing the CAREL INDUSTRIES S.p.A. website and its services, where the individual acts of reproduction do not have an inherent economic significance or do not constitute the economic exploitation of the contents of the CAREL INDUSTRIES S.p.A. website and of the works contained therein. 
     
    Images, Trademarks and other Distinctive Signs 
    CAREL INDUSTRIES S.p.A. is the owner of (i) the “CAREL” trademark, in its pictorial and written representation, displayed on the website and reproduced in our communications, including in digital format; (ii) logos, symbols and any other distinctive sign used on the website to identify it, and its content and services.
    The users acknowledge and agree that they will not acquire any right or interest in CAREL’s Rights and that CAREL’s Rights will be used, by way of example, in connection with the advertising and promotion of CAREL’s products in catalogues, brochures or websites, strictly in accordance with the rules and regulations relating to the use of CAREL’s Rights.

    Rules for the Correct Use of the CAREL Logo
    In order to be authorised to use the “CAREL” trademark (pictorial representation), users must download the information document (Brand Book information document), fill in the form and return it initialled according to the instructions provided therein. Thereafter, users will receive the high-resolution files for use allowed pursuant to the instruction provided in the Brand Book document.
    In the case of authorised use of the “CAREL” trademark, users will not acquire any right or interest in the CAREL INDUSTRIES S.p.A. rights and such rights will only be used strictly in accordance with the rules and regulations relating to the use of CAREL INDUSTRIES S.p.A. rights. In case of continuous use of the Brand Book, we recommend users to download the updated version before each use, in order to be aware of any updates thereto. CAREL INDUSTRIES S.p.A. reserves the right to make changes to the Brand Book at its discretion, at any time.

    Additional legal note: the domains carel.com, carel-korea.co.kr, carel-korea.kr, carel-southafrica.co.za, carel.ae, carel.ai, carel.app, carel.asia, carel.az, carel.ba, carel.bg, carel.bo, carel.careers, carel.co, carel.co.ir, carel.co.nz, carel.co.ve, carel.com.ar, carel.com.au, carel.com.pk, carel.com.pl, carel.com.pt, carel.com.py, carel.com.tr, carel.community, carel.company, carel.cz, carel.de, carel.dev, carel.ec, carel.energy, carel.equipment, carel.es, carel.events, carel.green, carel.hk, carel.hn, carel.holdings, carel.hr, carel.in, carel.industries, carel.international, carel.it, carel.jobs, carel.kr, carel.ma, carel.mx, carel.my, carel.nz, carel.online, carel.pe, carel.ph, carel.ph, carel.pl, carel.qa, carel.rs, carel.sa, carel.si, carel.tech, carel.tel, carel.tn, carel.tw, carel.ua, carel.uk, carel.vn, carel.world, carelbefeuchtung.com, carelcontrols.co.za, carelfrance.fr, carelgroup.com, carelhumidificacion.com, carelhumidification.com, carelhumidifiers.com, carelhumidifiers.uk, carelmexicana.com, carelnordic.se, carelonline.com, carelrussia.com, carelrussia.ru, carelsa.co.za, careluk.co.uk, careluk.com, careluk.uk, carelumidificazione.com, carelusa.com, carelusa.net, carelusa.org, humidification-for-life.com, humidificationforlife.com are registered and used by CAREL INDUSTRIES S.p.A., with registered office in Brugine (PD), on via dell’industria, 11.

  • Sale conditions
    General Conditions Of Sale
    General Conditions Of The PlantVisorPRO Agreement
    General Conditions Of The PlantWatchPRO Agreement
     
     

    CAREL General Conditions of Sales


    1. Definitions
    CUSTOMER: the purchaser of the Product.
    CAREL: the seller, CAREL INDUSTRIES S.p.A., or companies within the CAREL INDUSTRIES Group.
    CONDITIONS: these general terms and conditions of sale (the Conditions), also available on www.carel.com. 
    ORDER CONFIRMATION: the written document serving to accept the Order sent by CAREL to CUSTOMER to perfect the Contract  setting forth a description of the Products sold, the CAREL product codes (upon request by parties including CUSTOMER), quantity, unit price, transport terms, delivery terms, and payment terms. 
    CONTRACT: the set of provisions set forth with any Special Conditions of Supply, in the instant Conditions, , the Order Confirmation and the Order.
    SPECIAL CONDITIONS OF SUPPLY: the agreements entered into between CAREL and the CLIENT for the supply of Products and/or Services and containing particular conditions of supply; the wording is conventional, Special Conditions of Supply will constitute all those special conditions convened between CAREL and CLIENT in derogation of the instant Conditions, even if otherwise named.
    TECHNICAL DOCUMENTATION: the document generated by CAREL setting forth the technical data and operating instructions, as well as the assembly, installation, maintenance, etc. for the Products, available on www.carel.com. Upon express request, and at Purchaser’s expense, Seller may provide such documentation in hard-copy format. 
    EX WORKS loaded: Product delivery terms under applicable international “Incoterms” rules, that is, at the CAREL site where the Contract was perfected unless otherwise agreed upon in writing. 
    GOODS: the subject of the Order Confirmation.
    ORDER: the document submitted by CUSTOMER for CAREL’s acceptance, setting forth the purchase proposal for the Products, identifying information, and the approximate delivery date.
    PARTIES or PARTY: CAREL and Purchaser referred to individually or jointly.
    PRICE(S): the price(s) set forth in the Order Confirmation. The term shall have the same meaning whether in the singular or the plural.
    PRODUCT(S): the good(s) specified in the Order Confirmation.
    The term shall have the same meaning whether in the singular or the plural. 
    SERVICE(S): the service(s) set forth in the Order Confirmation. The term shall have the same meaning whether in the singular or the plural.

    2. Contract documents 

    2.1 The Conditions, along with the Order, the Order Confirmation and any Special Conditions of Supply, constitute an integral and substantive part of the Sales Contract for the Products. Should any conflict arise amongst the various contract documents, the provisions of the Order Confirmation and in the Special Conditions of Supply shall prevail in those set forth in the instant Conditions and the provisions of the instant Conditions shall prevail over those set forth in the Order. None of Customer's general conditions of purchase shall apply unless expressly accepted by CAREL, even if stated in the Order and/or in the overleaf to the same.  

    2.2 Orders, which shall be in writing, are deemed accepted by CAREL upon submission of the Order Confirmation to CUSTOMER. 

    2.3 The Contract shall be perfected, as between the Parties, once CAREL, after having received the Order, has notified Customer in writing of its acceptance via the Order Confirmation. As soon as Customer has received CAREL's Order Confirmation, Customer shall review all data set forth in the same; these shall be deemed accepted by CUSTOMER unless an immediate objection is raised. Products and services not expressly described in the Order Confirmation shall be separately invoiced. 

    2.4 The Conditions, the most recent version of which is available on www.carel.com, shall be binding on the Parties, as CUSTOMER through the use of ordinary care would have access to the same upon Contract execution.

    3. Order modifications and cancellations
    No Order modification or cancellation shall be valid unless received by CAREL within five (5) days from the sending of the Order Confirmation.

    4. Technical Documentation

    4.1 CUSTOMER warrants the accuracy of the terms and conditions for each Order and each Order Confirmation; CUSTOMER herewith represents that CUSTOMER has carefully reviewed, prior to sending the Order, the Technical Documentation in its entirety. 

    4.2 CUSTOMER shall be responsible for testing and validating the Products before selling and/or using the same, vetting their technical and application compatibility in advance:
    a)    using their own machinery and equipment;
    b)    under the weather and operating conditions forecasted for the locations where the CUSTOMER 's final products will be used
    c)    with any accessories and/or connections to other components / equipment, with which the CAREL products must interact without thereby giving rise to any cognisable objection against the Product;
    d)    in terms of regulatory compliance applicable to electromagnetic compatibility and safety, irrespective of any certifications and/or declarations issued by Supplier for the Products.
    CUSTOMER shall further verify the compatibility of the working conditions contemplated for the manufacturing data for the CAREL products as used; BIOS and Firmware versions (and/or any evolution to the same), as may have been installed in any CAREL products; of other software components developed by the customer with respect to any CAREL-produced Environments or Tools.

    4.3 CAREL reserves the right to make changes to the Product Order as needed to comply with applicable domestic or EU law, or to avoid infringing on the quality or operation of the same, or should the Product Order have become obsolete, whereupon replacement with the new series of product (having a comparable form and/or function) becomes necessary. 

    4.4 All activities following the sale of the Product including but not limited to the installation, assembly and set-up of the Product, according to the CUSTOMER's demands, shall be at the exclusive cost, risk and liability of the latter. CUSTOMER must comply in full with all technical-operative instructions set out in the Technical Documentation.

    5. Price

    5.1 Unless otherwise agreed in writing, the Price refers to the Goods delivered Ex Works loaded to the CAREL office where the Contract was executed, and shall include the cost of packaging pursuant to CAREL standards, whereas it shall not include the sales taxes and fees, import duties, and any additional charges or VAT, if applicable. The costs of any special packaging requested by CUSTOMER and approved by CAREL shall be borne by CUSTOMER.  

    5.2 CAREL reserves the right, at any time before delivery and upon notice to CUSTOMER, to increase the Product price by up to 5% over the applicable price list to cover any greater expenses caused by factors outside CAREL’s control including but not limited to: fluctuations in the currency market, currency regulations, customs duties variances, significant increases in the cost of labour, materials, or any other processing line item, changes to the delivery date, Product quantity, or any other delay caused by any CUSTOMER request or by any failure by the latter to provide sufficient instructions.

    6. Invoicing and Payments

    6.1 CAREL shall issue an invoice to CUSTOMER at the time of delivery, or after having notified CUSTOMER that the Product is available for retrieval, the terms and conditions for which shall appear in the Order Confirmation, and without prejudice to the provisions of Art. 7.3, supra.

    6.2 Unless otherwise agreed upon, CUSTOMER shall pay the Product price through a wire transfer into the account identified by CAREL by the deadline set forth in the Order Confirmation or invoice. Payment must be made even in the event that CUSTOMER fail to collect the Products under the terms and conditions specified on the Confirmation of Order. 

    6.3 Should CUSTOMER make a payment after the deadline stated in the Order Confirmation or invoice, CAREL shall have the right to late-payment interests under Legislative Decree no. 231/02, without prejudice to any greater damages available at law. 

    6.4 CAREL shall, in any case, have the right to suspend delivery of Products in the event of default by CUSTOMER. 

    6.5 For payments received from abroad, fund-transfer costs from the foreign bank to the Italian bank will be paid for in full by CUSTOMER. 

    7. Product delivery and retrieval; transfer of risk

    7.1 Unless otherwise agreed, merchandise delivery, and the transfer of the risk of Product loss and/or destruction to CUSTOMER, shall be understood as Ex Works loaded to the CAREL location where the Contract was perfected, pursuant to applicable “Incoterms” rules. 

    7.2 Delivery terms are set by CAREL in the Order Confirmation. 

    7.3 Should CUSTOMER fail to retrieve the Product by the delivery deadline set in the Order Confirmation, or fail to provide adequate instructions to CAREL for Product delivery, CAREL shall have the right to demand CUSTOMER to reimburse CAREL for any expenses incurred to stow or store the product. Warehousing shall be at CUSTOMER's expense.

    7.4 CUSTOMER shall be required to inspect the Products and/or Systems, and to report any shortages prior to accepting delivery from the carrier, and thus prior to signing the transport document in receipt thereof. 

    7.5 Should the packaging be visibly damaged after transportation, CUSTOMER shall immediately file a claim with the courier – that is, upon delivery of the same – or accept the merchandise under a reservation of rights. CAREL shall only be liable for restoring the damaged material to its original conditions where the damage occurred during transport provided by the courier engaged by CAREL.

    7.6 Should CUSTOMER, after receiving the merchandise, discover that the Product fails to conform to order specifications, either with respect to the code or quantity, size and/or aesthetic characteristics, CUSTOMER shall duly send CAREL notice of intent to make a return, setting forth all necessary references (order and/or transportation document references) and the description of the non-conformity, no later than five (5) days from the date of material receipt. Any complaints received after the aforementioned deadline may, at CAREL’s discretion, be rejected. 

    8. CUSTOMER Duties

    8.1 CUSTOMER shall be the sole party responsible for the choice of Products purchased and for all activities subsequent to sale, namely the installation, handling, assembly, set-up and maintenance of the Product at CUSTOMER's premises. These activities must be carried out in full compliance with the instructions supplied in the Technical Documentation.  

    8.2 CUSTOMER shall also be in possession of those facilities, departments, and skills (including technological skills) necessary for the correct use of the Product.

    8.3 In order to ensure correct installation and subsequent proper function of the Product, CUSTOMER must comply in full and diligently with all obligations listed in the Technical Documentation. 

    8.4 CUSTOMER shall abide by regulations and local rules applicable in the country in which the Product is to be used. These include all those concerning the protection of public health and safety and good commercial practise. Any costs relating to the compliance of the Product with that set out by the legislation of the country in which it is to be used, will be paid for exclusively by CUSTOMER. 

    9. Warranties and liability

    9.1 Without prejudice to any other provision hereunder, and to the extent permitted by applicable law, CAREL’s liability for any demands predicated on defects or non-conformities in the goods or services (“Products”) supplied pursuant to the instant General Terms and Conditions shall be limited as follows:
    a) CAREL guarantees the Products to be free of manufacturing defects for twenty-four (24) months from their production. During the warranty period, CAREL agrees to repair or, at its discretion, replace, at its own expense, any returned Products determined to be non-conforming;
    b) CAREL shall not be liable for any costs to locate the defects or to remove the same, nor for transporting or repositioning the Products deemed to be defective;
    c) CAREL shall not be liable for any Product defects unless timely reported, no later than the end of the warranty period (24 - twenty-four months - from manufacture) and for which CAREL has not been able to view the disputed components - ex works.

    9.2 CUSTOMER shall, regardless, bear the liability for verifying and certifying that the units incorporating CAREL programmable controllers and hardware subsystems conform to the rules applicable in the country of installation. CUSTOMER shall be responsible for verifying and properly certifying that the software and firmware subsystems provided and/or developed by CAREL, and installed in its own units and/or applications fully satisfy the conditions for the performance required thereof.

    9.3 CAREL shall not be liable for any malfunction due to any hardware or software/firmware non-conformity, supplied and/or developed by the same, as arising from Customer’s specific application thereof. 

    9.4 CAREL shall not assume any liability for Product defects arising from: failure to comply with the instructions given in the Technical Documentation, tampering, improper use, incorrect installation, incorrect use, negligent maintenance, repairs, changes or alterations made or caused by CUSTOMER or by unauthorised third parties, extraordinary events such as accidents, abnormal wear of the Product or its components caused, by way of example, by the physical, electrical or electromagnetic environment. More specifically, it is specified that CUSTOMER shall be the sole party liable for the use of the Products in machines and for activities and applications that differ from those specified in CAREL’s Technical Documentation and for any related consequences thereto.

    9.5 Except in instances of fraud and serious misconduct, CAREL shall not be held liable for any further direct or indirect contractual or non-contractual damages arising from the Product. This would include but not be limited to compensation, allowances, reimbursements, and any other damages, including losses (including lost profits), costs, expenses, including those for recalling the Product, lost earnings, or interruption in Product function. CAREL's liability shall be limited to the compensation of the Product price. 

    9.6 Should CUSTMOER find, within any package, missing or incorrect components compared to those contemplated in the product specifications, CUSTOMER shall send CAREL sufficient documentation, with a notation of all proper references (order and/or transport document references) within thirty (30) days. Any complaints received after the aforementioned deadline may, at CAREL’s discretion, be rejected. 

    10. Returns for repairs 

    10.1 CAREL agrees, at its sole discretion, to repair and/or replace the Product found to be defective during the warranty period, pursuant to the rules appearing infra. 

    10.2 Should the Product under warranty appear to be repairable based on CAREL’s initial testing, the Product shall be regenerated at CAREL’s plant, and will be repackaged. Should the repair not be economically feasible, or should CAREL not be able to guarantee the reliability of the Product thereafter, CAREL shall have the option to replace the Product free of charge, with a new or equivalent Product.

    10.3 Should CUSTOMER request a Product repair outside the warranty period, the charge will be inclusive of labour and parts replaced, and borne by CUSTOMER. The repair shall consist in the refurbishment of the Product to the extent possible or convenient. Otherwise, following a reasonable analysis, CAREL may return CUSTOMER the Product or junk it, as agreed upon inter partes. In either case, the costs shall be charged to CUSTOMER. In addition to the labour costs, parts, and an analysis of the defects, CAREL may, at its discretion, charge CUSTOMER costs relating to the logistical and administrative management of each RMA. 

    10.4 CAREL shall ship or deliver the repaired Product as soon as possible, and no later than two (2) months from receipt of the return, unless specific, additional inspections are required, which CAREL must report to CUSTOMER. 

    10.5 For any Products subject to repair and/or replacement, the original warranty period offered by CAREL on any products/systems shall not be tolled, or under any circumstances exceed twenty-four (24) months from the date the repaired product/system is returned.

    10.6 CAREL shall not be held liable for any damaged file/programme/configuration/data contained in the Products sent in for repairs by Customers.

    10.7 To request a Product repair, CUSTOMER shall request the return through a ‘Return Material Authorization’ (RMA), which must be duly filled out using the designated form available on CAREL’s website (https://rma.carel.com/CarelRma/faces/pages/user/index.jspx). CUSTOMER shall receive a response within two (2) business days, bearing the RMA number for every accepted return, the shipment method, and justification for any rejection of the same. 

    10.8 CUSTOMER must send the faulty Product to CAREL's office at his own expense, in its original packaging and/or other reasonable packaging. The item must be sent complete with its original label bearing the relevant identification code, serial number, date of manufacture, with the provided RMA number printed on the delivery documents, making sure the number is clearly visible on the outside of the packaging. Returns failing to meet this criteria will not be accepted at the CAREL warehouse.

    11. Returns for customer credit 

    11.1 Material returns for customer credit are only permitted for new, never-used material in its original packaging.

    11.2 All new material returned for customer credit, except under warranty, must be authorised by CAREL in advanced. 
    To wit, CUSTOMER shall request authorisation from CAREL to return the material using the RMA procedure (Return Material Authorization), duly completing the designated form available on CAREL’s website, as described in the General Conditions of Return, available on the website. 

    11.3 The document accompanying returned goods must mention, along with the RMA number sent by the Seller, the exact details of the sales invoice, which must also be dated no more than 12 (twelve) months earlier. 

    11.4 Products retuned within 20 days of delivery will be discounted by 20% as compared with purchase price, for administrative, handling and inspection fees. For any products returned more than twenty (20) days after delivery, CAREL may accept or discount the item at its discretion, in light of the manufacture date and any intervening product updates. Transport costs will be paid for by the Buyer. The returned Product must not show signs of tampering. If not, in addition to the above-stated write-down, the cost for restoration to new conditions will also be charged. 

    11.5 Any failure to abide by the aforementioned conditions shall lead to the returned Product being rejected. 

    12. Software
    Should the Product include a software to use the same, the use of this software may, as applicable, be governed by specific, separate terms and conditions of a license for use. 

    13.  Product intellectual property and the related technical documentation
    13.1 The Technical Documentation, all drawings, documents and technical specifications, illustrations and information concerning the Product/s delivered and made available by CUSTOMER to CAREL, may not be used for any purpose other than that for which they have been sent, unless specifically authorised by CAREL. Intended purposes include, for example, installation, use, maintenance and sale.
    13.2 All information (supplied in any form and format), technical standards, specifications supplied by CAREL described by art. 13.1, are the exclusive property of the same.
    13.3 No trademark license or license to use patents or other industrial or intellectual property rights relating to the above-stated technical information, know-how, etc., shall be construed as conveyed or granted to CUSTOMER under this Contract. 


    14. Conditions for export
    14.1 The sale of the Products and basic technology may be subject to export controls, according to various local regulations and laws. Such controls may be performed by the various authorities of each country in which the Products are to be sold. CUSTOMER is responsible for complying with the laws, regulations and/or directives governing the import of goods; CUSTOMER is also responsible for paying duties in the country of destination through to the end customer.
    14.2 CAREL is committed to supplying CUSTOMER with all information and assistance that can reasonably be requested by the other Party in obtaining authorisations and licenses required by local laws for the products to be exported. CUSTOMER must also take all measures necessary to obtaining the required supporting documents, in a timely manner. 


    15. Force majeure
    CAREL shall not liable for any delays or breaches of contractual obligations where such delay or breach is due to causes outside CAREL’s control. These include, as examples and not intended as an exhaustive list, natural disasters, wars, embargoes, requisitions, intervening legislation, strikes, production blocks, difficulties in sourcing raw materials and other essential parts to the production equipment, machinery failures or interruptions to energy supplies. 


    16. Product Quality; Quality Processes/Certifications
    CAREL’s quality-management system is ISO 9001, ISO 14001 and ISO 45001 certified pursuant to the certificate for the same (see "Design, manufacture, and sale of electronic monitoring and measuring tools, inverters, humidifiers, electronic-expansion valves, electrical control panels, local monitoring systems, edges, and clouds, digital IOT services, and remote customer support. Assembly, manufacturing, and testing of circuit boards and products with third-party components”. CAREL’s Products are designed and built in accordance with current European standards.
    Every Product is designed and tested to fall within the limits established by the international and European standards of reference as concerns electromagnetic compatibility and safety. 
    Furthermore, many of CAREL’s Products are tested and certified by international certification bodies (applicable certification trademarks appear on the product identification label). 


    17. Language
    These Conditions have been generated in Italian and translated into English. Should there be any disagreement or differences between the Italian text and the English translation, the Italian text shall prevail. 


    18. Privacy e GDPR  
    With regard to the processing of the Personal Data of CAREL, the CUSTOMER will act as Data Controller for the purpose of carrying out the services agreed in these CONDITIONS and will be entirely responsible with reference to the processing of Personal Data subject of the same.
    The terms "processing", "controller" and "Personal Data" shall have the meaning given in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "Regulation").
    The CUSTOMER guarantees that it will treat the CAREL Data in compliance with the obligations deriving from the applicable data protection legislation, including the Regulations and that it will implement appropriate technical and organizational measures to protect CAREL Data from any processing unlawful or unauthorized as well as accidental loss, destruction, damage, alteration or disclosure.
    With regard to the processing of Personal Data of CUSTOMER, the same undertakes to read the Supplier/Customer Privacy Information, available online on the Company's website at www.carel.com.


    19. Code of Ethics and Organizational Model pursuant to Legislative Decree 231/01
    CUSTOMER undertakes to examine CAREL's Code of Ethics, Organizational Model pursuant to Legislative Decree 231/01 and the Anti-corruption Procedure, all available online on CAREL's website at www.carel.com
    Pursuant to and for the purposes of art. 1381 of the Italian Civil Code, CUSTOMER  undertakes to ensure that its top management and its subordinate employees respect the principles and values contained in CAREL’s Code of Ethics and to act in line with CAREL’s Organizational Model pursuant to Legislative Decree 231/01 and its Anti-corruption Procedure. CUSTOMER undertakes to ensure that any other behavior will be in any case such as not to expose CAREL to the risk of the application of sanctions provided for by the Legislative Decree n. 231/2001.
    Any violation of the rules provided by the aforementioned rules and procedures will represent a serious breach of these conditions and CAREL will have the right to be indemnified from CUSTOMER for any sanctions or damages that may derive from the latter as a consequence of the violation thereof by CUSTOMER, its top management or subordinate employees.


    20. Applicable Law
    For any sales in Italy, the instant General Conditions shall be subject to Italian law. 
    Where the sale of the Product is made in countries other than Italy, provisions of international private commercial law shall apply; the parties herewith expressly exclude the application to this Contract of the United Nations Convention on international goods sales agreements adopted in Vienna on 11th April 1980 .

     


     

    GENERAL CONDITIONS OF THE PLANTVISORPRO AGREEMENT

    1. Definitions
    In accordance with these conditions, the following definitions shall have the meanings given, regardless of whether they are used in a singular or plural form:
    BUYER:the buyer of the PlantVisorPro local.
    CONDITIONS: these general conditions of the agreement, which form an integral and substantial part of said Agreement and are also available from the website www.carel.com.
    CONFIRMATION OF ORDER: the written document of Order acceptance, sent by the Seller to the Buyer, containing: the description of the Product/s sold, the Seller's product code (and on request, also that of the Buyer), the quantity, unit price, transport terms, delivery terms and payment terms.
    AGREEMENT: the agreement drawn up between the Buyer and Seller for the sale of the PlantVisorPro Local.
    TECHNICAL DOCUMENTATION:: (i) paper manual containing the technical data and operative instructions for the assembly, installation, maintenance and set-up of the PlantVisorPro local, prepared and drawn up by CAREL INDUSTRIES S.p.A., enclosed within the PlantVisorPro local package, (ii) On-line help; (iii) document: 'Correct installation of the PlantVisorPro local'; (iv) document: Specifications for the supply to the PlantVisorPro local', available from the website www.carel.com.
    EX WORKS OR EXW: delivery conditions of the PlantVisorPro local in accordance with international 'Incoterms 2000' rules, namely at the Seller's premises. As from the time of consignment, the Buyer shall pay for all loading, transport, delivery and insurance costs.
    ORDER: the document sent by the Buyer to the Seller, setting out the proposed purchase of the PlantVisorPro local and relevant identification code.
    PARTIES: The Buyer and Seller referred to jointly.
    'PlantVisorPro local': electronic standardised monitoring and detection system to be used in HVAC/R systems marked by a given identification code assigned by the Seller and consisting of the following items: an electronic processor equipped with software and firmware, a PC-Gate with relative power supply, all branded with the Carel trademark.
    SELLER: CAREL INDUSTRIES S.p.A. (Italy).

    2. Application and efficiency of the Conditions
    2.1 The Conditions are an integral and substantial part of each PlantVisorPro Local Sales Agreement. In the event of any discrepancy, they shall prevail over any purchase conditions that may be stated by the Buyer on the Order, unless otherwise agreed in writing by the Parties.
    2.2 The Conditions are always available from the website www.carel.com. They are efficient between the Parties as the Buyer can become aware of such using ordinary diligence upon drawing up the Agreement.

    3. Orders, Confirmations of Order and Technical Documentation
    3.1 Orders must be in writing. They are considered as accepted by the Seller by transmission of the Confirmation of Order to the Buyer.
    3.2 The Buyer guarantees that the terms and conditions in relation to each Purchase Order and each Confirmation of Order are correct. The Buyer declares that he has carefully examined all the Technical Documentation prior to having sent the Order, and has verified the technical and applicative compliance of his machinery and tools with the Products.
    3.3 The Seller reserves the right to make any changes to the Purchase Order for the PlantVisorPro local, where it requires adaptation to meet internal or Community standards, or is altered in such a way that does not prejudice its quality or function, or is replaced with a more recent series with comparable form and/or functions to that replaced.
    3.4 All activities following the sale of the PlantVisorPro local, for example, but not intended as an exhaustive list, the installation, assistance with assembly and set-up of the PlantVisorPro local, according to the Buyer's demands, is at the exclusive cost, risk and liability of the Buyer. The Buyer must comply in full with all operative instructions set out in the Technical Documentation.

    4. Price
    4.1 The price of the PlantVisorPro Local is as established in the price list current as of the date of Order. The price includes packaging costs according to the Seller's standards. Any special packaging required by the Buyer will be paid for by the Buyer himself. The price does not include taxes and duties on the sale, customs duties, any other charges and VAT, if due.
    4.2 Without prejudice to alternative written agreements, all prices established by the Seller are Ex Works.

    5. Invoicing and method of payment
    5.1 The Seller shall invoice the Buyer for the price of the PlantVisorPro local at the same time as consignment. Should the Buyer fail to collect the PlantVisorPro local from the Seller's premises within the terms established by the Agreement, without prejudice to the rights set out by art. 6.3 herein, the Seller shall have the right to issue invoice for the price of the PlantVisorPro local at any stage. The Seller may do so following verbal or written notice provided to the Buyer that the PlantVisorPro local is available for collection.
    5.2 The Buyer must pay the PlantVisorPro Local price within the terms specified on the Confirmation of Order or invoice. Payment must be made directly to the Seller's domicile. The Seller shall have the right to receive payment even in the event that the Buyer should fail to collect the PlantVisorPro Local under the terms and conditions specified on the Confirmation of Order.
    5.3 Should the Buyer fail to make payment within the terms established by the Agreement, the Seller shall have the right to the maturity and payment of late payment interest in accordance with Italian Legislative Decree no. 231/02. This is without prejudice to compensation for greater damages.
    5.4 For payments from abroad, fund transfer costs from the foreign bank to the Italian bank will be paid for in full by the Buyer.

    6. Delivery, PlantVisorPro Local collection, handover of risks
    6.1 Unless otherwise agreed, the consignment of the goods, with relative transfer of the risk of damages and/or depreciation of the PlantVisorPro local to the Buyer, is intended as EXW – Ex Works. This applies even where full or partial delivery by the Seller has been agreed to another destination. In this case, the Buyer shall pay for all costs borne by the Seller for the transport, delivery, packaging and insurance.
    6.2 Delivery terms are fixed by the Seller on the Confirmation of Order.
    6.3 Should the Buyer fail to collect the PlantVisorPro Local within the delivery terms set forth in the Agreement, or should he fail to provide the Seller with adequate instructions for delivery, without prejudice to the rights described by art. 5.1 above, the Seller shall have the right to request reimbursement by the Buyer of all costs sustained for storage of the PlantVisorPro Local.

    7. Buyer commitments
    7.1 The Buyer is the sole party responsible for choosing the PlantVisorPro Local purchased. The Buyer has therefore decided that it is suitable to meeting his demands and for all activities subsequent to sale, namely the installation, maintenance, assembly and set-up of the PlantVisorPro Local at the Buyer's premises. These activities must be carried out in full compliance with the instructions given in the Technical Documentation. The Buyer must also be in possession of structures and skills (including technological skills) necessary for the correct use of the PlantVisorPro Local.
    7.2 Specifically, for the purposes of carrying out correct installation and subsequent correct function of the PlantVisorPro Local, the Buyer must comply with all obligations listed in the on-line documentation, with utmost diligence. This documentation consists of the 'Correct installation of the PlantVisorPro Local' and the 'Specifications for the supply of the PlantVisorPro Local'.
    7.3 In implementing the Agreement, the Buyer must also comply with and apply all local regulations and rules applicable in the country in which the PlantVisorPro Local is to be used. These include all those concerning the protection of public health and safety and good commercial practise. Any costs relating to the compliance of the PlantVisorPro Local with that set out by the legislation of the country in which it is to be used, will be paid for exclusively by the Buyer.

    8. Warranties, responsibilities and return of materials
    8.1 The Seller guarantees that the PlantVisorPro Local is free from material faults and flaws of manufacture and complies with the standard technical specifications contained in the Technical Documentation.The Seller provides no warranty on materials and/or parts of the PlantVisorPro Local not produced by themselves, nor for any damages caused by uses not known at the time of Order and Confirmation of Order. The Seller also refuses to provide any guarantee of compatibility of the PlantVisorPro Local with other electronic equipment or other specific processing programmes.
    8.2 The Seller undertakes to guarantee the PlantVisorPro Local for 2 (two) years as from the date of its manufacture. This shall apply as long as the full price has been paid by the date stated on the invoice or in any case set out by the Agreement, and as long as any flaws are notified within 8 (eight) days of the date on which they are discovered.
    8.3 The PlantVisorPro Local under warranty, where an initial verification by the Seller takes it to be repairable, may only be repaired at the Seller's establishment. The Seller will also re-complete packaging, regenerating it as new. Where repair is not possible or not economically worthwhile, the Seller reserves the right to replace the PlantVisorPro Local with a new one free of charge. This is without prejudice to the Buyer's right to seek alternative legal remedies.
    8.4 In compliance with the terms and conditions set out by the previous art. 8.2, the Buyer must send the faulty PlantVisorPro Local, in its original packaging and/or in suitable packing, at his own expense, to the Seller's premises. The item must be sent complete with its identification code, serial number, date of manufacture and a detailed written description of the flaw reported. The Buyer shall invalidate the warranty if the identification label has been removed or damaged. The Seller will only accept the material if coming from the Buyer. As such, distributors or retailers must collect the PlantVisorPro Local for repair or replacement from their clients, and deliver it to the Seller. The Seller shall carry out all appropriate checks and/or works and return the material within the terms necessary for repair. The Seller will return the Product as quickly as possible and, in any case, in no more than 2 months as from receipt of the return. This is without prejudice to where additional specific checks are required, and in which case, the Buyer will be duly informed of such. The Seller will bear the costs, DDU (Incoterms 2000) for returning the PlantVisorPro Local to the Buyer.
    8.5 This is without prejudice to the fact that the Seller shall provide no warranty to cover flaws in the PlantVisorPro Local deriving from: failure to comply with the instructions given in the Technical Documentation, tampering, improper use, incorrect installation, incorrect use, negligent maintenance, repairs, changes or alterations made or caused by the Buyer or by unauthorised third parties, extraordinary events such as accidents, abnormal wear of the PlantVisorPro Local or its components caused, by way of example, by the physical, electrical or electromagnetic environment. More specifically, it is specified that the Buyer shall be the sole party liable for the use of the Products in machines and for activities and applications that differ from those specified in the Seller's Technical Documentation. The Buyer shall also therefore be liable for all and any relevant consequences.
    8.6 With the exception of cases of fraud and serious misconduct, the Seller therefore excludes any further contractual or non-contractual liability for such, in any case originating from the PlantVisorPro Local. This includes, as mere examples and not intended as an exhaustive list, compensation for direct and indirect damages, losses including loss of profits, costs, fees also in relation to the withdrawal of the PlantVisorPro Local from the market, lack of earnings, and interruption of the operations of the PlantVisorPro Local. The Seller's contractual liability is limited to the compensation of an amount not in excess of the price of the PlantVisorPro Local.
    8.7 Any return of new materials for credit, for reasons not due to the Seller, must be agreed with the Seller in advance. The document accompanying returned goods must mention the exact details of the sales invoice, which must also be dated no more than 12 months earlier. The PlantVisorPro Local returned within the first 20 days of consignment will be devalued by 20% as compared with the original purchase price, for administrative, movement and control fees. Transport costs will be paid for by the Buyer. The returned PlantVisorPro Local must not show any signs of tampering and must be supplied in its original packaging. Failure to do so will entail the charge of cost for restoration to new condition, in addition to the above-stated impairment. Failure to comply with this art. 8.7 will result in failure to accept the returned PlantVisorPro Local.

    9. Licensed software
    The right to use the standardised application software included in the PlantVisorPro Local is subject to the Buyer's acceptance, or acceptance by the effective user where this is not the Buyer, of further terms and conditions. These further terms and conditions are stated in a separate license agreement for the use of the software, which can be viewed on the screen immediately after turning the PlantVisorPro Local on.

    10. Drawings, technical documents and intellectual property
    10.1 All Technical Documentation, drawings, documents and technical specifications, illustrations and information concerning the PlantVisorPro Local delivered and made available to the Buyer by the Seller, may not be used for any purpose other than that for which they have been sent, unless specifically authorised by the Seller. Intended purposes include, by way of example, the installation, use, maintenance and marketing of the Product.
    10.2 All information (supplied in any form and format), technical standards and specifications supplied by the Seller, as per art. 10.1 above, are the exclusive property of the Seller. No trademark license or license to use patents or other industrial or intellectual property rights relating to the above-stated technical information, know-how, etc., are considered as granted to the Buyer under this Agreement.

    11. Export conditions
    11.1 The sale of the PlantVisorPro Locals and their basic technology may be subject to export controls, according to various local regulations and laws. Such controls may be performed by the various authorities of each country in which the PlantVisorPro Local is to be marketed. The Buyer is responsible for complying with the laws, regulations and/or directives governing the import of goods. The Buyer is also responsible for paying duties in the country of destination through to the end customer.
    11.2 The Seller is committed to supplying the Buyer with all information and assistance that can reasonably be requested by the other Party in obtaining authorisations and licenses required by local laws for the products to be exported. The Seller must also take all measures necessary to obtaining the required supporting documents, in a timely manner.

    12. Force majeure
    The Seller is not responsible for any delays or breach of contractual obligations where such delay or breach is due to causes independent of his will. These include, as examples and not intended as an exhaustive list, natural disasters, wars, embargo, requisitions, new legislations, strikes, production blocks, difficulties in finding raw materials and other essential parts to the production equipment, machinery failures or interruptions to energy supplies.

    13. PlantVisorPro Local quality
    13.1 The Seller's quality management system is certified ISO 9001 in accordance with the purpose specified on the certificate (ref. "Design, manufacture and sale of electronic control instruments, connections systems, remote management and monitoring and humidification systems").
    13.2 The Seller's Products are designed and built in accordance with current European standards.
    13.3 Every Product is further designed and tested to fall within the limits established by the European standards of reference as concerns electromagnetic compatibility and safety.
    13.4 Furthermore, many of the Seller's Products are tested and certified by international certification bodies (applicable certification trademarks can be seen on the product identification label).

    14. Language
    These Conditions have been drawn up in Italian and translated into English.
    Should there be any disagreement or differences between the Italian text and the English translation, the Italian text shall prevail.

    15. Applicable law
    This Agreement is subject to Italian law. Where the sale of the PlantVisorPro Local is made in countries other than Italy, it is specifically agreed that the parties exclude application of the United Nations Convention on international goods sales agreements adopted in Vienna on 11th April 1980 to this Agreement.



     
    GENERAL CONDITIONS OF THE PLANTWATCHPRO AGREEMENT
     

    1. Definitions

    In accordance with these conditions, the following definitions shall have the meanings given, regardless of whether they are used in a singular or plural form:

    'Buyer': the buyer of the PlantWatchPro.

    'Conditions': these general conditions of the agreement, which form an integral and substantial part of said Agreement and are also avaable from the website 'www.carel.com'.

    'Confirmation of Order': the written document of Order acceptance, sent by the Seller to the Buyer, valid as Order acceptance.

    'Agreement': the agreement drawn up between the Buyer and Seller for the sale of the PlantWatchPro.

    'Technical documentation': (i) paper manual containing the technical data and operative instructions for the assembly, installation, maintenance and set-up of the PlantWatchPro, prepared and drawn up by CAREL INDUSTRIES S.p.A., enclosed within the PlantWatchPro package, (ii) On-line help.

    'Ex-works' or 'EXW': delivery conditions of the PlantWatchPro in accordance with international 'Incoterms 2000' rules, namely at the Seller's premises. As from the time of consignment, the Buyer shall pay for all loading, transport, delivery and insurance costs.

    'Order': the document sent by the Buyer to the Seller, setting out the proposed purchase of the PlantWatchPro and relevant identification code.

    'Parties': The Buyer and Seller referred to jointly.

    ' PlantWatchPro ': electronic standardised monitoring and detection system to be used in HVAC/R systems marked by a given identification code assigned by the Seller and consisting of the following items: an electronic processor equipped with software and firmware, branded with the Carel trademark.

    'Seller': CAREL INDUSTRIES S.p.A. (Italy).

     

    2. Application and efficiency of the Conditions

    2.1 The Conditions are an integral and substantial part of each PlantWatchPro Sales Agreement. In the event of any discrepancy, they shall preva over any purchase conditions that may be stated by the Buyer on the Order, unless otherwise agreed in writing by the Parties.

    2.2 The Conditions are always avaable from the website www.carel.com. They are efficient between the Parties as the Buyer can become aware of such using ordinary digence upon drawing up the Agreement.

     

    3. Orders, Confirmations of Order and Technical Documentation

    3.1 Orders must be in writing. They are considered as accepted by the Seller by transmission of the Confirmation of Order to the Buyer.

    3.2 The Buyer guarantees that the terms and conditions in relation to each Purchase Order and each Confirmation of Order are correct. The Buyer declares that he has carefully examined all the Technical Documentation prior to having sent the Order, and has verified the technical and applicative compliance of his machinery and tools with the Products.

    3.3 The Seller reserves the right to make any changes to the Purchase Order for the PlantWatchPro, where it requires adaptation to meet internal or Community standards, or is altered in such a way that does not prejudice its quality or function, or is replaced with a more recent series with comparable form and/or functions to that replaced.

    3.4 All activities following the sale of the PlantWatchPro, for example, but not intended as an exhaustive list, the installation, assistance with assembly and set-up of the PlantWatchPro, according to the Buyer's demands, is at the exclusive cost, risk and liabity of the Buyer. The Buyer must comply in full with all operative instructions set out in the Technical Documentation.

     

    4. Price

    4.1 The price of the PlantWatchPro is as established in the price list current as of the date of Order. The price includes packaging costs according to the Seller's standards. Any special packaging required by the Buyer wl be paid for by the Buyer himself. The price does not include taxes and duties on the sale, customs duties, any other charges and VAT, if due.

    4.2 Without prejudice to alternative written agreements, all prices established by the Seller are Ex Works.

     

    5. Invoicing and method of payment

    5.1 The Seller shall invoice the Buyer for the price of the PlantWatchPro at the same time as consignment. Should the Buyer fa to collect the PlantWatchPro rom the Seller's premises within the terms established by the Agreement, without prejudice to the rights set out by art. 6.3 herein, the Seller shall have the right to issue invoice for the price of the PlantWatchPro at any stage. The Seller may do so following verbal or written notice provided to the Buyer that the PlantWatchPro is avaable for collection.

    5.2 The Buyer must pay the PlantWatchPro price within the terms specified on the Confirmation of Order or invoice. Payment must be made directly to the Seller's domice. The Seller shall have the right to receive payment even in the event that the Buyer should fa to collect the PlantWatchPro under the terms and conditions specified on the Confirmation of Order.

    5.3 Should the Buyer fa to make payment within the terms established by the Agreement, the Seller shall have the right to the maturity and payment of late payment interest in accordance with Italian Legislative Decree no. 231/02. This is without prejudice to compensation for greater damages.

    5.4 For payments from abroad, fund transfer costs from the foreign bank to the Italian bank wl be paid for in full by the Buyer.

     

    6. Delivery, PlantWatchPro collection, handover of risks

    6.1 Unless otherwise agreed, the consignment of the goods, with relative transfer of the risk of damages and/or depreciation of the PlantWatchPro to the Buyer, is intended as EXW – Ex Works. This applies even where full or partial delivery by the Seller has been agreed to another destination. In this case, the Buyer shall pay for all costs borne by the Seller for the transport, delivery, packaging and insurance.

    6.2 Delivery terms are fixed by the Seller on the Confirmation of Order.

    6.3 Should the Buyer fa to collect the PlantWatchPro within the delivery terms set forth in the Agreement, or should he fa to provide the Seller with adequate instructions for delivery, without prejudice to the rights described by art. 5.1 above, the Seller shall have the right to request reimbursement by the Buyer of all costs sustained for storage of the PlantWatchPro.

     

    7. Buyer commitments

    7.1 The Buyer is the sole party responsible for choosing the PlantWatchPro purchased. The Buyer has therefore decided that it is suitable to meeting his demands and for all activities subsequent to sale, namely the installation, maintenance, assembly and set-up of the PlantWatchPro at the Buyer's premises. These activities must be carried out in full compliance with the instructions given in the Technical Documentation. The Buyer must also be in possession of structures and skls (including technological skls) necessary for the correct use of the PlantWatchPro.

    7.2 Specifically, for the purposes of carrying out correct installation and subsequent correct function of the PlantWatchPro, the Buyer must comply with all obligations listed in the on-line documentation, with utmost digence. This documentation consists of the 'Correct installation of the PlantWatchPro'.

    7.3 In implementing the Agreement, the Buyer must also comply with and apply all local regulations and rules applicable in the country in which the PlantWatchPro is to be used. These include all those concerning the protection of public health and safety and good commercial practise. Any costs relating to the compliance of the PlantWatchPro with that set out by the legislation of the country in which it is to be used, wl be paid for exclusively by the Buyer.

     

    8. Warranties, responsibities and return of materials

    8.1 The Seller guarantees that the PlantWatchPro is free from material faults and flaws of manufacture and complies with the standard technical specifications contained in the Technical Documentation. The Seller provides no warranty on materials and/or parts of the PlantWatchPro not produced by themselves, nor for any damages caused by uses not known at the time of Order and Confirmation of Order. The Seller also refuses to provide any guarantee of compatibity of the PlantWatchPro with other electronic equipment.

    8.2 The Seller undertakes to guarantee the PlantWatchPro for 2 (two) years as from the date of its manufacture. This shall apply as long as the full price has been paid by the date stated on the invoice or in any case set out by the Agreement, and as long as any flaws are notified within 8 (eight) days of the date on which they are discovered.

    8.3 The PlantWatchPro under warranty, where an initial verification by the Seller takes it to be repairable, may only be repaired at the Seller's charge. The Seller wl also re-complete packaging, regenerating it as new. Where repair is not possible or not economically worthwhe, the Seller reserves the right to replace the PlantWatchPro with a new one free of charge. This is without prejudice to the Buyer's right to seek alternative legal remedies.

    8.4 In compliance with the terms and conditions set out by the previous art. 8.2, the Buyer must send the faulty PlantWatchPro, in its original packaging and/or in suitable packing, at his own expense, to the Seller's premises. The item must be sent complete with its identification code, serial number, date of manufacture and a detaed written description of the flaw reported. The Buyer shall invalidate the warranty if the identification label has been removed or damaged. The Seller wl only accept the material if coming from the Buyer. As such, distributors or retaers must collect the PlantWatchPro for repair or replacement from their clients, and deliver it to the Seller. The Seller shall carry out all appropriate checks and/or works and return the material within the terms necessary for repair. The Seller wl return the Product as quickly as possible and, in any case, in no more than 2 months as from receipt of the return. This is without prejudice to where additional specific checks are required, and in which case, the Buyer wl be duly informed of such. The Seller wl bear the costs, DDU (Incoterms 2000) for returning the PlantWatchPro to the Buyer.

    8.5 This is without prejudice to the fact that the Seller shall provide no warranty to cover flaws in the PlantWatchPro deriving from: faure to comply with the instructions given in the Technical Documentation, tampering, improper use, incorrect installation, incorrect use, negligent maintenance, repairs, changes or alterations made or caused by the Buyer or by unauthorised third parties, extraordinary events such as accidents, abnormal wear of the PlantWatchPro or its components caused, by way of example, by the physical, electrical or electromagnetic environment. More specifically, it is specified that the Buyer shall be the sole party liable for the use of the Products in machines and for activities and applications that differ from those specified in the Seller's Technical Documentation. The Buyer shall also therefore be liable for all and any relevant consequences.

    8.6 With the exception of cases of fraud and serious misconduct, the Seller therefore excludes any further contractual or non-contractual liabity for such, in any case originating from the PlantWatchPro. This includes, as mere examples and not intended as an exhaustive list, compensation for direct and indirect damages, losses including loss of profits, costs, fees also in relation to the withdrawal of the PlantWatchPro from the market, lack of earnings, and interruption of the operations of the PlantWatchPro. The Seller's contractual liabity is limited to the compensation of an amount not in excess of the price of the PlantWatchPro.

    8.7 Any return of new materials for credit, for reasons not due to the Seller, must be agreed with the Seller in advance. The document accompanying returned goods must mention the exact detas of the sales invoice, which must also be dated no more than 12 months earlier. The PlantWatchPro returned within the first 20 days of consignment wl be devalued by 20% as compared with the original purchase price, for administrative, movement and control fees. Transport costs wl be paid for by the Buyer. The returned PlantWatchPro must not show any signs of tampering and must be supplied in its original packaging. Faure to do so wl enta the charge of cost for restoration to new condition, in addition to the above-stated impairment. Faure to comply with this art. 8.7 wl result in faure to accept the returned PlantWatchPro.

     

    9. Licensed software

    The right to use the standardised application software included in the PlantWatchPro is subject to the Buyer's acceptance, or acceptance by the effective user where this is not the Buyer, of further terms and conditions. These further terms and conditions are stated in a separate license agreement for the use of the software, which is avaable inside the Technical Documentation included in the packaging.

     

     

    10. Drawings, technical documents and intellectual property

    10.1 All Technical Documentation, drawings, documents and technical specifications, lustrations and information concerning the PlantWatchPro delivered and made avaable to the Buyer by the Seller, may not be used for any purpose other than that for which they have been sent, unless specifically authorised by the Seller. Intended purposes include, by way of example, the installation, use, maintenance and marketing of the Product.

    10.2 All information (supplied in any form and format), technical standards and specifications supplied by the Seller, as per art. 10.1 above, are the exclusive property of the Seller. No trademark license or license to use patents or other industrial or intellectual property rights relating to the above-stated technical information, know-how, etc., are considered as granted to the Buyer under this Agreement.

     

    11. Export conditions

    11.1 The sale of the PlantWatchPro and their basic technology may be subject to export controls, according to various local regulations and laws. Such controls may be performed by the various authorities of each country in which the PlantWatchPro is to be marketed. The Buyer is responsible for complying with the laws, regulations and/or directives governing the import of goods. The Buyer is also responsible for paying duties in the country of destination through to the end customer.

    11.2 The Seller is committed to supplying the Buyer with all information and assistance that can reasonably be requested by the other Party in obtaining authorisations and licenses required by local laws for the products to be exported. The Seller must also take all measures necessary to obtaining the required supporting documents, in a timely manner.

     

    12. Force majeure

    The Seller is not responsible for any delays or breach of contractual obligations where such delay or breach is due to causes independent of his wl. These include, as examples and not intended as an exhaustive list, natural disasters, wars, embargo, requisitions, new legislations, strikes, production blocks, difficulties in finding raw materials and other essential parts to the production equipment, machinery faures or interruptions to energy supplies.

     

    13. PlantWatchPro quality

    13.1 The Seller's quality management system is certified ISO 9001 in accordance with the purpose specified on the certificate (ref. "Design, manufacture and sale of electronic control instruments, connections systems, remote management and monitoring and humidification systems").

    13.2 The Seller's Products are designed and but in accordance with current European standards.

    13.3 Every Product is further designed and tested to fall within the limits established by the European standards of reference as concerns electromagnetic compatibity and safety.

    13.4 Furthermore, many of the Seller's Products are tested and certified by international certification bodies (applicable certification trademarks can be seen on the product identification label).

     

    14. Language

    These Conditions have been drawn up in Italian and translated into English.
    Should there be any disagreement or differences between the Italian text and the English translation, the Italian text shall preva.

     

    15. Applicable law

    This Agreement is subject to Italian law. Where the sale of the PlantWatchPro is made in countries other than Italy, it is specifically agreed that the parties exclude application of the United Nations Convention on international goods sales agreements adopted in Vienna on 11th Apr 1980 to this Agreement.
     

     

    July 2021, Rel. 2.1
    Sales Conditions valid as of 01.07.2021

     

    Previous releases

    Sales Conditions rel 2.0 (valid as of June 2020)
    Sales Conditions rel 1.2 (valid as of March 2016)
    Sales Conditions rel 1.1 (valid as of May 2012)

    Sales Conditions rel 1.0

     


     
  • General Purchasing Conditions

     

    GENERAL PURCHASING CONDITIONS

     


    1. DEFINITIONS

    1.1   The following terms and expressions shall have the meanings ascribed to them below: “General Conditions”: means these General Purchasing Conditions;
    “CAREL Group”: means CAREL and any other company, whether Italian or foreign, directly or indirectly controlled by, or associated with CAREL;
    “Purchaser” or “CAREL”: CAREL Industries S.p.A., or any other Italian company belonging to the CAREL Group, depending on who issues the Purchase Order from time to time in accordance with the purchase procedure referred to in article 3;
    “Supplier”: the seller of the Products purchased by the Purchaser, recipient of these General Conditions;
    “Parties” means, collectively, the Purchaser and the Supplier;
    “Party” means, individually either the Purchaser or the Supplier depending on the case;
    “Products”: the products, components, goods, equipment, instruments, tools, raw materials, semi-finished products and/or materials (including any accessories, spare parts and Documentation), work equipment, which the Supplier undertakes to sell or supply to the Purchaser under each Contract, as more fully described and identified in the relevant Purchase Order;
    “Custom Products”: products made according to Technical Specifications defined by CAREL and accepted by the Supplier;
    “Spare Parts”: means the individual parts/accessories for Products covered by the Contract;
    “Purchase Order”: the order for the purchase of Products issued by CAREL to the Supplier;
    “Order Confirmation”: acceptance of the Order in the forms provided for in article 3;
    “Contract”: the obligatory relationship regarding the supply of Products, by the Supplier in favour of CAREL, governed, in accordance with the purchasing procedure referred to in article 3, by:
    (i) the terms and conditions set forth in these General Conditions, and (ii) the relevant Purchase Order (including the specific technical and economic conditions set forth therein), with the latter taking precedence over the General Conditions;
    (iii) Order Confirmation;
    “Fee”: the amount owed by the Purchaser to the Supplier in accordance with the provisions of article 4 as payment for the purchase of the Products indicated in the Purchase Order;
    “Documentation”: the technical documentation, instruction and technical assistance manuals, operating manuals, quality certificates, drawings, warranty and inspection certificates, certificates of origin as well as any other document relating to the Products and possibly marketed together with the same, as better indicated in the Purchase Order;
    “Technical Specifications”: the technical specifications describing, among other things, the qualitative, functional and application characteristics of the Products, as described in the relevant Purchase Order and/or Documentation, as applicable, from time to time; “Intellectual Property Rights”: any trademark, patent, copyright, know-how, distinctive sign, industrial design, trade name as well as any other intellectual or industrial property right, including the related rights deriving from applications for registration of the same with the competent authorities and the rights of economic and commercial exploitation related thereto, recognised under any applicable law;
    “Confidential Information”: means any information disclosed in any form by the Purchaser to the Supplier on the occasion of and/or in relation to the negotiation, signing and/or execution of each Contract or in any case during the course of a commercial relationship, such as, purely by way of example, any information or data of a technical, strategic, economic-financial or commercial nature, in any case relating to the enterprise, business and/or assets of the Purchaser or any CAREL Group Company, including any technical material, samples, models, technical or technological documentation made available to the Supplier by the Purchaser for the purposes of performing the Contract; all technical studies, analyses, compilations or other documents prepared by the Supplier, by or on behalf of the Purchaser or, in any case, when carrying out the activities covered by each Contract;
    “Conflict Minerals Rules”: the U.S. “Conflict Minerals” Act of 2009, S. 819, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, supplemented and/or implemented from time to time, and the relevant European legislation (EU – Conflict Minerals Regulation);
    “WEEE and ROHS Regulations”: the provisions set forth in Directive no. 2012/19/EU on waste electrical and electronic equipment (WEEE) and Directive no. 2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment (ROHS) and in Legislative Decree no. 151 of 25 July 2005, as amended, supplemented and/or implemented from time to time;
    “REACH Regulation”: the Regulation (EC) no. 1907 of 2005 of the European Parliament and of the Council of 18 December 2006, as subsequently supplemented, amended and/or implemented, concerning the “Registration, evaluation, authorisation and restriction of Chemicals – REACH”;
    “Delivery Term”: the date of delivery to the Purchaser’s premises indicated in the Purchase Order;
    “PED Directive”: Directive no. 2014/68/EU of the European Parliament and of the Council of 15 May 2014 on the harmonisation of the laws of the Member States concerning the making available on the market of pressure equipment.


    2. PURPOSE OF THE GENERAL CONDITIONS

    2.1   The terms and conditions contained in these General Conditions govern the general aspects of the commercial relationship between the Supplier and the Purchaser and will apply – even if not expressly referred to – to each Order issued by CAREL and confirmed by the Supplier, in accordance with the purchase procedure as per article 3, with the exclusion of any other terms or conditions that may be affixed and/or referred to by the Supplier and not expressly accepted by the Purchaser.
    The determination of the economic and technical aspects is referred to the Order that from time to time will be sent by the Purchaser to the Supplier.

    2.2   These General Conditions may only be waived in writing by the Parties.
    Any derogations and/or different conditions, also of the Supplier, resulting from other documents or agreements (including the supply confirmation, order acceptance, invoice, etc.) are effective only in the event of specific written acceptance by the Purchaser after the date of the Order.

    2.3   It is expressly understood that, unless otherwise agreed in writing, in no case will the issue of an Order entail the attribution in favour of the Supplier of any exclusive right and, as a result, CAREL will remain fully free to purchase and procure products similar or identical to the Products referred to in the Order, from any third party supplier.


    3. PURCHASING PROCEDURE

    3.1   Orders placed by the Purchaser, either in writing or by e-mail, shall always be deemed to be supplemented by these Conditions, which remain valid on the whole even if some clauses are not applicable.
    The Order Confirmation must be given in writing and sent to the Purchaser by e-mail or other suitable electronic means to prove that it has been sent, promptly and in any case, unless otherwise agreed between the Parties, within 3 (three) business days of receipt, after which the Order may be cancelled by the Purchaser.
    In any case, the Order shall be considered cancelled only if the Supplier receives express communication from the Purchaser.
    In the absence of cancellation by the Purchaser and/or in the absence of express acceptance, the Contract shall in any case be considered concluded with the start of the supply by the Supplier.

    3.2   The Purchase Order shall expressly state:
    (i) the code (CAREL code and the Manufacturer’s code), the description of the Products requested;
    (ii) the quantity of Products ordered;
    (iii) the Delivery Term of the Products and any period of duration of the supply;
    (iv) the name and contact details of the Purchaser’s internal contact to whom the relative Order Confirmation must be sent and to whom the Supplier may refer for any communication;
    (v) the place and, if necessary, the premises where the Products are to be delivered;
    (vi) the Incoterms 2020 edition of the International Chamber of Commerce, or the different delivery terms indicated in the Order;
    (vii) the Fee(s) and relative payment terms;
    (viii) the data and details necessary for the Supplier to proceed with the relative invoicing;
    (ix) the indication of the “order no.” and “order date”;
    (x) reference to the unit price.


    4. FEES, INVOICING, AND PAYMENT TERMS

    4.1   The Purchaser will pay the Supplier the fee for the supply as established in the Purchase Order.

    4.2   All Fees are net of VAT and inclusive of transport and packaging expenses, travel, board and lodging expenses for the Supplier’s personnel that may be employed in the supply, insurance costs, as well as any other cost and/or expense relating to the supply, which shall be borne exclusively by the Supplier, unless otherwise indicated in each Purchase Order.

    4.3   For Contracts covering the supply of Products for a specific period of time, the Fees shall remain fixed and unchanged for the duration of the Contract.

    4.4   The Supplier shall issue invoices for the Fees as indicated in the relevant Purchase Order, with a date no earlier than the date of actual delivery of the supply, in accordance with the agreed Incoterms. Each invoice issued by the Supplier shall expressly state:
    (i) the relevant Purchase Order number;
    (ii) the relevant order position;
    (iii) the description of the Products to which the invoice refers.
    The Purchaser shall pay the Fee indicated in the Purchase Order to which the invoice refers, in accordance with the terms and methods of payment indicated in the Purchase Order.

    4.5   Payment of the Fee shall in no circumstances be construed as implied acceptance of the Products by the Purchaser, nor shall such payment be deemed to be a waiver of the Purchaser’s right to reject any Products not in accordance with the Contract or any other rights or entitlements the Purchaser may have against the Supplier under the Contract and/or applicable law.

    4.6   Unless otherwise agreed upon by the Parties, the Purchaser reserves the right to suspend payments to the Supplier for:
    (i) delay in the delivery of the Products;
    (ii) notification of defects/faults or, in any case, not timely and exact fulfilment.
    In such cases, the payment terms may be suspended and shall start to run again from the time when:
    (i) delivery is made
    (ii) the defect or fault has been remedied.
    It is understood that during the suspension of payments, for the reasons mentioned above, the Supplier may not suspend the execution of its services, nor claim any interest whatsoever.

    4.7   The Supplier shall bear all present or future expenses, taxes and levies of any kind relating to the Contract, unless otherwise agreed in the Purchase Order.


    5. DELIVERY TERMS AND TRANSFER OF OWNERSHIP AND RISK

    5.1   The Supplier undertakes to deliver the Products at the place and time of delivery indicated in the Purchase Order.

    5.2   The delivery time, as specified in each Purchase Order, shall be considered as essential and peremptory, in the interest of the Purchaser, for the proper performance of each Contract.
    If the Supplier fails to comply with the terms or deadlines set for the delivery of the Products, the Purchaser shall be entitled to terminate with immediate effect all or part of the relevant Contract by simple written notice to the Supplier.

    5.3   Notwithstanding the foregoing, as soon as the Supplier becomes aware of any event or circumstance preventing the Supplier from complying with the contractually agreed terms and deadlines for the delivery or supply of the Products, the Supplier shall promptly inform the Purchaser in writing, indicating the estimated delay.
    The Supplier undertakes to take all possible and necessary action to limit the delay with diligence and at its own expense and to comply with the Purchaser’s instructions to help limit the resulting damage.
    If the Supplier is unable to provide an alternative date, which is convenient and acceptable to the Purchaser, the Purchaser, at its sole discretion, shall be entitled to terminate the relevant Contract in whole or in part with immediate effect.

    5.4   When supplying Products, unless the relevant Purchase Order expressly provides for the Supplier’s right to deliver the Products even earlier than the final delivery date set out in the Purchase Order, the Supplier shall strictly adhere to the delivery date indicated therein.
    If the Supplier delivers the Products in advance, the Purchaser shall have the right, at its sole discretion, to:
    (i) charge the Supplier for any expenses and/or costs relating to the storage, warehousing and/or preservation of the Products throughout the period;
    and (ii) in the event of delivery more than 7 (seven) days before the date specified in the Purchase Order, refuse to accept delivery of the Products in whole or in part and return to Supplier, at the Supplier’s expense, any Products of which the delivery has not been accepted.

    5.5   Deliveries must be made according to the agreed Incoterm, at CAREL’s premises or according to a different method indicated in the Purchase Order.
    Risk for damage and/or loss of the Products is transferred from the Supplier to the Purchaser only at the time of delivery to the agreed location in accordance with the Order and according to the Incoterms agreed therein.
    Also, the Supplier will be liable for any damage and/or loss of the Products, after the delivery, if resulting from defective or insufficient packaging.

    5.6   The delivery of the Products shall in no way be deemed to constitute acceptance of the Products by the Purchaser.
    The Purchaser reserves the right to verify the conformity of the Products delivered by the Supplier with the provisions of the relevant Contract and to report to the Supplier any defects and/or non-conformities found on the Products, in accordance with this Contract as indicated in article 9.

    5.7   The Supplier undertakes to deliver the exact quantity of the Products indicated in the Order. Should delivery be partial with respect to the quantity indicated in the Order, the Purchaser reserves the right to cancel the missing quantity.
    Should the delivery exceed the quantity indicated in the Order, the Purchaser reserves the right to accept or return the excess quantity at the Supplier’s expense.

    5.8   The Products must be accompanied by paper documentation in accordance with the laws in force in the countries crossed.
    The accompanying documentation must clearly show all the following data: name of sender, name of consignee, exact location of destination, delivery terms of the goods (INCOTERMS), number of packages and gross weight, order number, Purchaser’s codes and relative quantity including the unit of measurement clearly indicated.
    Individual packages must be labelled with the name of the sender and the consignee and must be clearly identified and distinct in the case of multiple packages.


    6. CONTRACT TERM AND WITHDRAWAL

    6.1   The Contract shall come into force on the date when the Purchaser receives the Order Confirmation duly issued by the Supplier and shall remain fully valid, effective and binding for the period necessary for the complete and regular execution of any and all obligations and/or fulfilments deriving therefrom, to be performed by the Parties.

    6.2   For Contracts involving the continuous supply of Products, the Purchaser shall be entitled to withdraw from the Contract by giving written notice to the Supplier at least 30 (thirty) days before the effective withdrawal date, without prejudice to the Supplier’s right to payment of the Fees for services already made up to that date.


    7. TERMINATION OF CONTRACT AND EXPRESS TERMINATION CLAUSE

    7.1   In addition to the cases of withdrawal and termination provided for by law, and without prejudice to the right to compensation for damages, the Purchaser may terminate the relationship pursuant to Article 1456 of the Italian Civil Code, by simple written notice upon the occurrence of even only one of the following events:
    a) the Supplier’s failure to comply with the technical, qualitative or production characteristics of the Product as described in the Documentation;
    b) non-compliance by the Supplier with the prohibition to use the Purchaser’s trademarks and the obligation of confidentiality;
    c) violation of one of the requirements of the Group’s Code of Conduct;
    d) the Supplier’s failure to comply with the terms or timing established for the delivery of the Products;
    e) if the Supplier is unable to indicate an alternative delivery date, which may be convenient and acceptable to the Purchaser;
    f) the Supplier’s insolvency, including its de facto insolvency, or liquidation, or if the Supplier is otherwise unable, for any reason whatsoever, to manage its affairs properly and regularly, or has been subject to enforcement proceedings or any other form of restriction on its assets that jeopardises, or creates a serious risk of jeopardising, the proper performance of its contractual obligations under the Contract;
    g) the Supplier sells, assigns, transfers or otherwise disposes of all or part of its business (or business unit), which is wholly or partly devoted to the supply of the Products covered by the Contract or ceases or terminates all or part of its business activities;
    h) if the Supplier is merged with another company or legal entity through the incorporation of a new company or, in the event of a merger by incorporation into another company or legal entity and/or if there is, for any reason and/or as a result of any corporate operation involving the Supplier and/or its direct or indirect shareholders, a change of control in the Supplier’s shareholding structure;
    i) failure to comply with the Supplier’s requirements referred to in article 8;
    l) failure to comply with the Product requirements referred to in article 9;
    m) non-compliance with the clause provided for in article 18.7 regarding the transfer of the Contract;
    (n) failure to comply with article 15.

    7.2   If the Supplier fails to fulfil its obligations, the Purchaser shall be entitled to purchase and/or procure freely from other suppliers products identical to those covered by the Contract, also in order to be capable of fulfilling its commitments to third parties.
    In this case, the Supplier shall reimburse the Purchaser for any and all additional costs and/or expenses incurred by the Purchaser as a result of the foregoing.

    7.3   If the Contract is terminated for any reason whatsoever, the Supplier shall immediately return to the Purchaser, where appropriate at its own expense, all documents, files, materials, programmes and any other information, shared by or otherwise acquired from the Purchaser in connection with the Contract.


    8. THE SUPPLIER’S REQUIREMENTS

    8.1   By sending the Order Confirmation to the Purchaser, the Supplier guarantees:
    (i) to possess all the competences, skills, experience, legal, technical, economic and financial requirements, as well as to have all the necessary means and resources, in order to properly execute the Contract and to duly and fully perform all the obligations assumed by the Supplier under the Contract, in compliance with any applicable legal provision;
    (ii) that the signing of the Contract, as well as the assumption and proper execution and fulfilment by the Supplier of the obligations under the Contract, does not entail, nor will it entail, in any way, either directly or indirectly, the violation of any provision of applicable law, any measure or decision of any competent authority, any obligation or commitment assumed by the Supplier under contracts, agreements and/or understandings concluded or reached with third parties, or of any right or faculty of any nature of third parties;
    (iii) that the Supplier has, as of the signing date of the Contract, all permits, authorisations, consents and approvals required under any applicable law and/or any order of any competent authority in order to properly execute the obligations assumed by the Supplier under the Contract and that such authorisations, permits, consents and/or approvals shall remain in force, valid and effective for the entire duration of the Contract;
    (iv) that the Supplier will comply with the provisions of the REACH Regulation and the ROHS and WEEE Regulations;
    (v) that the Supplier will act in full compliance with the Conflict Minerals Rules;
    (vi) that the Supplier will operate in accordance with a Quality Management System in accordance with the latest revision of the ISO 9001 standard or an equivalent system.

    8.2   In order to ensure a controlled and reliable supply chain, the Supplier agrees to implement its own tracking system, which shall be shared with CAREL, and subject to audit during the inspections performed by the same.
    This system must be able to collect and record any elements that might create, modify, or transform a Product lot, or to re-route the same, ensuring tracking of all Products and their itinerary in order to effectively manage any quality-related issues.
    Furthermore, for Products falling within the scope of the PED Directive, and for which the Purchaser requires the provision of the relevant material certificates (see EN 10204), the Supplier undertakes to provide the Purchaser with information linking the certificates to the specific lot of Products delivered.

    8.3   The Supplier undertakes to correctly manage the “First-In, First-Out” (so-called FIFO procedure) for the products being shipped to CAREL.


    9. CHARACTERISTICS OF THE GOODS SUPPLIED – GUARANTEE OF PROPER FUNCTIONING, SUITABILITY

    9.1   With the Order Confirmation, the Supplier declares and guarantees:
    (i) that the Products shall conform, in all respects, to the Technical Specifications (including those indicated in the relative Documentation) and to the best qualitative and functional standards generally adopted in the reference industrial sector for products similar or comparable to the Products themselves, as well as being suitable for the communicated use for which they are intended, and shall in particular conform to the WEEE, REACH and ROHS Regulations and to the technical specifications defined by the Purchaser, with particular regard to the safety of the Products; it being understood that the Purchaser reserves the right to request the conformity of the Product to further reference regulations depending on the specific case;
    (ii) that the Products shall be free from any defects, including, without limitation, any defects in design, materials, workmanship, including aesthetic defects, that make them, even only in part, not compliant with the agreed Technical Specifications, or that significantly reduce their value; notwithstanding the provisions of Article 1495 of the Italian Civil Code, the Purchaser shall report any defects in the Products to the Supplier within 30 (thirty) days of their discovery;
    (iii) the proper functioning of the Products for a period of at least 12 (twelve) months from delivery, pursuant to and for the purposes of Article 1512 of the Italian Civil Code;
    (iv) that the Products will be designed, manufactured, packaged and transported in accordance with the relevant legislation in force;
    (v) the Products will be
      (i) manufactured from materials and parts of the highest quality;
      (ii) newly manufactured;
      and (iii) will not contain used, recycled and/or reassembled materials and/or parts, unless otherwise agreed between the Parties; (vi) that the Supplier will keep the parts and spare parts of the Products at the Purchaser’s disposal for a period of at least 10 (ten) years from the date of placing the last unit of the Product model on the market.
    The parts and Spare Parts shall be supplied to the Purchaser at the Supplier’s list price in force from time to time at the time of conclusion of the Contract, or, in the absence of a list, at the price agreed upon by the Parties at the time of conclusion of the Contract.

    9.2   If a defect occurs on the Product under warranty, the Purchaser shall notify the Supplier in writing within the terms set out in 9.1. ii) above, and the Supplier shall, unless otherwise agreed, return the non-conforming material for credit, at no cost to the Purchaser.
    Furthermore, if the Products have been used by the Purchaser in its own production processes, the Supplier shall guarantee the replacement of the defective Products, without prejudice to compensation for any damage caused.


    10. INTELLECTUAL PROPERTY RIGHTS

    10.1   With the Order Confirmation, the Supplier represents and warrants that it is the sole and exclusive rightful owner and/or, in any event, that it may legitimately and freely dispose of all Intellectual Property Rights relating to the Products (including the relevant Documentation) to the extent necessary to fully perform all obligations assumed under the Contract; in particular, the Supplier represents and warrants that under no circumstances shall the use of the Products by the Purchaser imply or result, even indirectly, in the infringement of any Intellectual Property Rights of any third party.

    10.2   Notwithstanding the foregoing and without prejudice to any further rights and/or remedies that the Purchaser may have under the Contract or applicable law, if any claim is made by any third party relating to the alleged infringement of any Intellectual Property Rights resulting from the Purchaser’s use of the Products, the Supplier shall, from time to time, at the sole discretion of the Purchaser:
    (i) obtain for the Purchaser the right to lawfully continue the use, promotion and/or marketing of such Products;
    or (ii) replace the Products with similar products that do not infringe any Intellectual Property Rights of third parties;
    or (iii) modify and/or update the Products in a manner that maintains their essential properties, but no longer infringes the Intellectual Property Rights of any third party.

    10.3   If none of the options set out in (i), (ii) and (iii) above is commercially reasonably practicable, the Purchaser shall cease all use, promotion and/or marketing of the Products allegedly infringing the Intellectual Property Rights of third parties and shall, at the Purchaser’s sole and exclusive discretion, destroy or return to the Supplier each such Product purchased by the Purchaser and not yet used, and the Purchaser shall be entitled to a full refund of all Fees already paid to the Supplier for such Products and without prejudice to any further right or remedy the Purchaser may have in respect thereof under the Contract or applicable law.

    10.4   The Intellectual Property Rights relating to the Products, including the relevant Documentation, shall remain the Supplier’s property or, as the case may be, of the legitimate third party owner of the Products who has licensed them to the Supplier.
    By entering into the relevant Contract, the Supplier shall license to the Purchaser free of charge all Intellectual Property Rights relating to the Products necessary and/or appropriate for the use of the Products under this Contract, including the right to freely use the relevant Documentation also for the purpose of including or reproducing it, in whole or in part, in user manuals and technical documents relating to the products manufactured and marketed by the Purchaser.

    10.5   The Parties’ rights and obligations provided for in this article 10 shall subsist even if the relevant Contract is terminated, cancelled, expired and/or discontinued for any reason whatsoever.


    11. THE SUPPLIER’S DUTIES

    11.1   The Supplier shall indemnify and keep the Purchaser fully indemnified and held harmless against any:
    i) direct and indirect damage, loss, charge, cost or expense (including reasonable legal fees) incurred or sustained by the Purchaser as a result of any breach or default by the Supplier of any obligation, warranty or representation made or assumed by the Supplier under the Contract and/or breach of any applicable legislation in force;
    ii) direct or indirect loss, damage, burden, cost or expense incurred by the Purchaser in connection with any claim made against the Purchaser by any end-customer, competent authority and/or any other third party in consequence of:
      (i) the Supplier’s failure to supply the Products in accordance with the provisions of the Contract;
      (ii) the Supplier’s breach of the obligations, representations and warranties assumed or given by the Supplier pursuant to article 9 above;
      (iii) the infringement of any Intellectual Property Rights arising out of the use, promotion and/or marketing of the Products in breach of the obligations, representations and warranties assumed or given by the Supplier pursuant to article 10 above;
      (iv) the breach by the Supplier of any applicable statutory provisions, including but not limited to the provisions of the WEEE and ROHS Regulations, the provisions of the REACH Regulation, the provisions of the Consumer Code, the provisions of the Conflict Minerals Rules and the provisions on the manufacturer’s liability, packaging and wrapping of products and circulation of special and/or dangerous goods as well as the provisions on taxation and duties and shall fulfil all obligations arising therefrom;
      (v) any other non-conformity or defect.

    11.2   The Purchaser shall be entitled to set off, in whole or in part, any amounts owed by the Supplier to the Purchaser under this article 11 against any amounts owed by the Purchaser to the Supplier under this Contract, including by way of the Fee for the Products.


    12. CONFIDENTIALITY OF INFORMATION

    12.1   Confidential Information, howsoever made available by the Purchaser, shall not be used by the Supplier for any purpose other than that covered by this Contract, nor shall it be disclosed or communicated to third parties without the Purchaser’s prior written consent, under penalty of compensation for all direct and indirect damages, except, however, in the following cases:
    (i) the Supplier has to comply with regulatory or legal obligations or with requests from Italian or foreign Authorities to which it cannot refuse;
    (ii) or such information is already in the public domain or has become public for reasons other than breach of the confidentiality obligations established in this Contract.

    12.2   The confidentiality obligations referred to in this article shall also not apply to information that has been acquired by the Supplier independently and not as a result of (or in connection with) the performance of the relevant Contract and, in any event, not in breach of the obligations provided for herein.

    12.3   The confidentiality obligations referred to in this article shall remain in force throughout the duration of each Contract and for a period of 5 years after termination of the Contract for any reason whatsoever.

    12.4   Infringement of the confidentiality obligation referred to above shall result in the Supplier having to pay a penalty, which shall be quantified and communicated by the Purchaser, taking into account the gravity of the infringement.


    13. INSURANCE

    The Supplier shall, at its own expense, take out with leading insurance companies, and keep in force, for the entire duration of each Contract, any and all appropriate insurance policies necessary to cover the risks connected with the performance of the Contract, including – without limitation – insurance policies for adequate coverage of risks deriving from civil liability and product liability (including so-called “product insurance”), product recall and supply guarantee.


    14. USE OF TRADEMARKS AND DISTINCTIVE SIGNS

    Unless otherwise agreed in writing between the Parties, the Supplier undertakes not to use the name or trademarks and distinctive signs used by the Purchaser, or by any Company belonging to the CAREL Group, or under its ownership, and in any case any other verbal, figurative, mixed or form trademarks, derived or derivable from the above distinctive signs and, should it breach the obligation described above, it will be required to remove or immediately cancel any of the aforementioned names, trademarks or distinctive signs from any and all materials, commercial documents or letterheads used in its business activities, as well as to indemnify and hold the Purchaser harmless from any damages, costs and/or expenses that the Purchaser may incur as a result of the above.


    15. CHANGES TO PRODUCTS AT SUPPLIER’S REQUEST

    Any request by the Supplier for modifications to the Products covered by the Contract, be it of a purely aesthetic, technical or production nature, must be notified in advance to the Purchaser in writing, and accepted in the case of ‘custom’ products; however, any such costs shall be borne entirely by the Supplier.
    If this requirement is not complied with, the Purchaser shall have the right to have recourse against the Supplier and terminate the Contract pursuant to article 7.


    16. FORCE MAJEURE

    16.1   “Force majeure” means the occurrence of an event or circumstance (“Force Majeure Event”) that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to extent that the party affected by the impediment (“the Affected Party”) proves: a) that such impediment is beyond its reasonable control, and b) that it could not reasonably have been foreseen at the time of the conclusion of the contract, and c) that the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party.

    16.2   For the purposes of this clause, events of Force Majeure shall constitute:
    a) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation;
    b) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy;
    c) currency and trade restriction, embargo, sanction;
    d) act of authority whether lawful or unlawful, compliance with any law or governamental order, expopriation, seizure of works, requisition, nationalisation;
    e) plague, epidemic, natural disaster or extreme natural event;
    f) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy;
    g) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.

    16.3   The Affected Party shall give notice of the event in written and without delay to the other party.

    16.4   The Affected Party is under an obligation to take all reasonable measure to limit the effect to the event invoked upon perfomance of the contract.


    17. PRIVACY AND GDPR

    17.1   For the purposes of this Contract, the terms “processing”, “data controller” and “Personal Data” as defined in Regulation (EU) 679/2016 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (also “Regulation”) are hereby incorporated.

    17.2   The Supplier shall act as Data Controller for the purposes of the purchase of the Products covered by this Contract and shall be fully responsible for the processing of the Purchaser’s Personal Data covered by this Contract.

    17.3   The Supplier guarantees that it will process the Purchaser’s Data in compliance with the obligations arising from applicable data protection legislation, including the Regulation, and that it will implement appropriate technical and organisational measures to protect the Purchaser’s Data from any unlawful or unauthorised processing as well as from accidental loss, destruction, damage, alteration or disclosure.

    17.4   With regard to the processing of the Supplier’s Personal Data, the Supplier undertakes to read the Suppliers’ Privacy Policy, available online on the Company’s website at www.carel.com.


    18. CODE OF ETHICS, ORGANISATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE NO. 231/01 AND ANTI-CORRUPTION PROCEDURE

    18.1   The Supplier undertakes to read the Purchaser’s Code of Ethics, the Organisational and Management Model pursuant to Legislative Decree no. 231/01 and the Purchaser’s Anti-Corruption Procedure, which are available online on the Purchaser’s website at www.carel.com and undertakes, pursuant to and for the purposes of Article 1381 of the Italian Civil Code, to comply, and to ensure that its senior and subordinate personnel comply, with the principles and values contained in the Purchaser’s Code of Ethics and to maintain conduct in line with the Organisational and Management Model referred to in Legislative Decree no. 231/01 and the Anti-Corruption Procedure adopted, as well as any further procedures applicable to this Contract and in any event such as not to expose the Company to the risk of the application of penalties provided for by Legislative Decree no. 231/2001.

    18.2   Any violation of the rules laid down in the aforementioned documents shall constitute a serious breach of Contract.
    The Supplier hereby indemnifies the Purchaser for any penalties or damages that may be incurred by the latter as a result of the violation of the aforementioned Code of Ethics by the Supplier or its senior or subordinate personnel.


    19. FINAL PROVISIONS

    19.1   Each Contract shall be the integral manifestation of the understandings reached by the Parties with respect to the subject matter thereof and shall supersede all prior contracts, agreements and/or understandings, whether written or oral (if any), previously concluded and/or reached by the Parties on the same subject matter. If there is a contract of supply between the Parties, the latter takes precedence over these General Purchasing Conditions.

    19.2   No agreement or arrangement modifying or extending the Contract shall be binding on either Party unless it is in writing, expressly refers to the Contract and is signed by the Parties or their respective duly authorised representatives.

    19.3   The nullity, invalidity or ineffectiveness, even partial, of any provision of the Contract shall not affect the remaining provisions, while releasing the Parties from compliance with the provisions affected by nullity, ineffectiveness or invalidity.
    The Parties shall then negotiate in good faith to replace the invalid or void provisions with valid and effective provisions that reflect, as far as possible, the original intention of the Parties.

    19.4   For the avoidance of doubt, the Parties expressly and mutually acknowledge that, by entering into the Contract, they do not intend to create any association, joint venture, joint enterprise or the like between the Purchaser and the Supplier, nor to confer on the Supplier any authority to represent the Purchaser.
    During the performance of the Contract, the Parties shall act as independent contractors and neither Party shall have any right, power and/or authority under the Contract to act for and/or on behalf of the other Party or, in general, to impose any obligations on the other Party towards any third party.
    19.5 Any notice or communication between the Parties in connection with the Contract shall be in writing and may be sent by e-mail, registered letter or other means capable of evidencing receipt, to the registered office or other address notified by the Parties.

    19.5   Any notice or communication between the Parties in connection with the Contract shall be in writing and may be sent by e-mail, registered letter or other means capable of evidencing receipt, to the registered office or other address notified by the Parties.

    19.6   The official language of the Contract shall be Italian, which shall prevail for all purposes, including the interpretation of the Contract itself. If there is a conflict between the Italian version and any translations in different languages, the Italian document will prevail.

    19.7   The Supplier shall not assign part or all of the Contract without the Purchaser’s prior written consent.
    The Supplier may not entrust to third parties all or part of the services covered by the Contract without the Purchaser’s prior written consent and without prejudice, in any event, to the Supplier’s full responsibility for the proper and punctual performance of all obligations under the Contract.
    The Purchaser shall have the right, at any time and at its sole discretion, to assign all or part of the Contract to any company belonging to the CAREL Group.

    19.8   Pursuant to Article 1260, paragraph 2 of the Italian Civil Code, the Supplier shall not assign to any third party, either in whole or in part, any claim against the Purchaser under each Contract without the Purchaser’s prior written consent.


    20. GOVERNING LAW AND JURISDICTION

    20.1   The Contract shall be governed by and interpreted in accordance with Italian law. The relevant statutory regulations shall apply to all matters not expressly provided for in these General Conditions.

    20.2   The Parties agree to expressly exclude the application of the 1980 Vienna Convention on the International Sale of Goods.

    20.3   All disputes arising out of or in connection with this Contract, whether concerning its validity, interpretation, performance, termination or cancellation, shall be subject to the exclusive jurisdiction of the Courts of the Purchaser.


    GENERAL CONTRACTUAL CONDITIONS

    Pursuant to and for the purposes of Article 1341, paragraph 2 of the Italian Civil Code, the Supplier declares to have read the General Contractual Conditions and to expressly accept the following points: article 5. delivery terms and transfer of ownership and risk; article 6. contract term and withdrawal; article 7. termination of contract and express termination clause; article 11. the supplier’s duties; article 17. code of ethics, organisational model pursuant to legislative decree no. 231/01 and anti-corruption procedure; article 20. Jurisdiction.

     

     

    September 2021, Rel.1.0

    Purchasing Conditions valid as of 01.09.2021

  • Compliance

    "231" MODEL AND CODE OF ETHICS


    Pursuant to Legislative Decree no. 231/2001, which introduced into the Italian legal system the concept of criminal liability for organisations (and thus applicable to companies), on 30 March 2017, CAREL vested itself with a:

    • Organisational, Management, and Control Model, ("231 Model) - which is kept constantly updated, and which today consists of a general part, and of fifteen (15) special parts - apposite to prevent the commission of crimes for which the company might be held liable.
    • DOWNLOAD THE ORGANISATIONAL, MANAGEMENT, AND CONTROL MODEL
    • of a Code of Ethics intended for all Group employees, as well as its associates, suppliers, and customers who interface with the Company and its subsidiaries across the world, which constitutes an integral part of the Group’s internal rules and regulations, and is intended to disseminate a corporate culture of ethics and transparency within the Group.
    • DOWNLOAD THE CODE OF ETHICS
     
    ANTI-CORRUPTION PROCEDURE


    On 28 February 2019, CAREL implemented an Anti-Corruption Procedure, in order to offer all Recipients an organic reference framework for all applicable provisions and procedures regarding preventing the risks of unlawful practices, and to combat corruption at the source. The Procedure is predicated on the tenets and rules of conduct set forth in the Group’s Code of Ethics, in accordance with principles of international law. It achieves those principles and objectives regarding preventing and combating corruption as contemplated under Legislative Decree no. 231/01 and incorporated into CAREL’s “231 Model”, establishing the standards of conduct for all CAREL’s employees and associates.
    The Procedure furthermore described the policy and procedure for Anti-Corruption matters in accordance with the requirements dictated by non-financial accounting regulations (Legislative Decree no. 254/2016).

     
    WHISTLEBLOWING PROCEDURE


    CAREL has approved its Whistleblowing Procedure, specifically the Procedure for protecting people who report crimes or other irregularities, so as to allow for the reporting and consequently identification and suppression of possible unlawful acts, while guaranteeing full protection and maximum confidentiality for the reporting parties.
    The Procedure applies to detailed reports of unlawful conduct pursuant to Italian Legislative Decree 231/2001 or violations of the Anti-Corruption Procedure, and in general of Model 231 and the Code of Ethics adopted by CAREL.

     

     NON-FINANCIAL STATEMENT

    With effect from the listing date, the Company is subject to the obligation to draw up a Consolidated Non-Financial Statement annually, pursuant to Legislative Decree 254/2016. This allowed CAREL to communicate to its stakeholders the care that the Group places on issues relating to the environment, society, diversity, human rights and the fight against corruption.

    The Group's annual Non-Financial Statement can be found on the website CAREL/Investor Relations, “Sustainability” section.

    CAREL's commitment to respecting the highest sustainability standards and establishing operational guidelines is proved by the adoption of specific policies in the socio-environmental field, which can be found below.