CAIM

CAIM scrl General Conditions of Sale and Subsupply

ARTICLE 1

Contractual provisions

Art. 1.1

These General Conditions of Sale (hereinafter “GCS”) of CAIM Società Cooperativa Armamento Imprese Marittime a r.l. / CAIM New Economy S.r.l. (hereinafter abbreviated as “Seller”) can also be downloaded in pdf format at the following address: www.caim.it. Except where specifically agreed otherwise in writing, these Conditions shall govern all sales agreements with the purchasing party (hereinafter abbreviated as “Purchaser”) with regard both to the first supply of products / services (hereinafter abbreviated as “Products”) and to any subsequent supplies to the same Purchaser, performed based on orders subsequently placed with and accepted by the Seller.

Art. 1.2

Any general conditions of the Purchaser shall not apply to the relationships between the parties, unless they have been expressly accepted in writing; in this case, however, and unless agreed otherwise in writing, they shall not exclude the effect of these GCS, and in any event, they will have to be coordinated with these latter.

Art. 1.3

All sales agreements between the parties, be they national or international, as well as these GCS, shall be governed by the Italian laws, without regard to conflict of law provisions. The application of the Vienna Convention of 1980 on the international sale of goods, as well as any and all other international agreements and/or conventions is expressly excluded.

Art. 1.4

Any uses and/or practices established between the parties shall not be binding for the Seller.

ARTICLE 2

Formation and object of the contract

Art. 2.1

The order placed by the Purchaser shall amount to an irrevocable contractual offer.

Art. 2.2

The placement of an order and the acceptance of the goods by the Purchaser shall amount to the full acknowledgement, knowledge and acceptance of these GCS.

Art. 2.3

The orders shall be intended as accepted subject to approval by the Seller. This latter reserves to give such approval at its sole and incontestable discretion after acknowledging the receipt of the order proposal.

Art. 2.4

Except for the provisions of the preceding article, the Seller shall only accept orders duly undersigned by the Purchaser and issued in accordance with the following procedures: (a) on headed paper of the Purchaser, or (b) on a letter-headed fax by the Purchaser, or (c) confirmed by the Purchaser with stamp and signature on its own official offer or (d) via email.
Phone orders shall be accepted at the discretion of the Seller and shall not be considered binding for the same Seller unless and until they are confirmed in writing.

Art. 2.5

An order by the Purchaser that does not conform to a previous offer by the Seller shall be considered to have been rejected unless it is expressly confirmed in writing by the Seller.

Art. 2.6

Acceptance by the Purchaser, without an express reservation, of products that do not conform, as to type or quantity to, or sent at conditions other than those indicated in, the request of the Purchaser or the offer of the Seller shall imply acceptance by the Purchaser of the supply and of the conditions proposed by the Seller.

Art. 2.7

The Seller shall be entitled at any time to amend and update its GCS, including its price lists and offers. In case of a written offer, the conditions indicated therein shall remain valid with respect to the Purchaser for the period of time indicated therein.

Art. 2.8

When they can be recognized by complying with the standard of care, any printing errors, misspellings and miscalculations in offers, order confirmations or invoices of the Seller shall not bind the same Seller, who reserves the right to calculate any differences at a later time.

Art. 2.9

Advertising materials sent / published by the Seller (catalogues, leaflets, price lists or other materials describing the products) shall not amount to a sale offer and shall not be binding for the Seller, unless they contain the word “offer” or other equivalent expression.
Expressions such as “without obligation”, “subject to availability”, “sale excepted” or similar, indicated by the Seller in an offer shall not bind the Seller to the terms of the offer even in case of acceptance of such offer by the Purchaser – unless and until a confirmation in writing is given or performance is started by the Seller.

All sales agreements between the parties, be they national or international, as well as these GCS, shall be governed by the Italian laws, without regard to conflict of law provisions. The application of the Vienna Convention of 1980 on the international sale of goods, as well as any and all other international agreements and/or conventions is expressly excluded.

ARTICLE 3

Technical data and documents; samples

Art. 3.1

Technical data, dimensions, features, capacities, colors, weights, prices and all other data relevant to the products indicated in the website and/or contained in the technical and advertising documents of the Seller (such as catalogues, charts, circular letters, price lists, drawings, technical sheets, illustrations), as well as the characteristics of any samples and models of the Seller which may be sent to the Purchaser shall be purely indicative. These data shall not be binding except to the extent that they have been expressly mentioned as such in the offer and/or the written acceptance of the Seller. Any statements or adverts of third parties shall not bind the Seller in any way.

Art. 3.2

The Seller shall remain the exclusive owner of all rights of intellectual or industrial property relevant to the products.

Art. 3.3

The Seller shall provide, together with the product, all technical documents relating thereto and conforming to the provisions of the relevant technical standards.

ARTICLE 4

Manufacturer’s liability

Art. 4.1

The products marketed by the Seller are manufactured in compliance with the legislation in force in Italy and in the European Union; any specific requirements must be previously agreed upon in writing between the parties. The Purchaser takes entirely upon itself the risk of any difference between the Italian laws and those of the Country of destination of the products, holding the Seller harmless in that regard.

Art. 4.2

The Seller may be held liable for damages to persons or property, caused by the products sold, only in case of proven, serious negligence on its part in manufacturing the same products. In no event shall the Seller be held liable for indirect or consequential damages, losses or halts in production, or missing profits.

Art. 4.3

Except for the above, the Purchaser shall hold the Seller harmless from all actions of third parties based on liability resulting from the product sold to the Purchaser and shall compensate any damages incurred by the Seller in consequence of the relevant claims.

ARTICLE 5

Delivery

Art. 5.1

Except where otherwise agreed between the parties, the Seller shall deliver the products ex works from its own premises and carriage forward. If the Purchaser so requests in writing, the Seller shall take care of the transportation of the products by selecting the transport means the Seller’s deems most appropriate, if no specific instructions are given by the Purchaser. The transportation cost shall be added to the price of the products purchased, unless agreed otherwise.

Art. 5.2

The terms of delivery of the Product shall be intended as indicative and not binding for the Seller and they are expressly agreed with the clause “barring accidents”.

Art. 5.3

The time of delivery shall be calculated as working days from the date of conclusion of each sale; any amendment or addition to the order shall result in a new start date.

Art. 5.4

The Seller shall be exempt from liability for delays in the delivery and shall be held harmless from all direct and indirect damages incurred in consequence of the delay, exception made for the cases of fraud or gross negligence attributable to the same Seller.
All liability for delay in the delivery is excluded if the delay is due to:
a) Failure by the Purchaser to comply, in full or in part, with the payment conditions. The Purchaser shall be entitled to exercise the right under arts.1460 and 1461 c.c.; the Seller shall not be bound to make the supply until the impediment is resolved;
b) Force majeure or act of God;
c) Failure to deliver or late delivery of materials by sub-suppliers or collaborators of the Seller, or in the event that the Purchaser does not, within the stated time limits, transmit any technical data as may be necessary to prepare the Products.

Art. 5.5

In case of late delivery, the Purchaser may cancel the part of the order that has not been delivered only after notifying the Seller of its intent and having granted the Seller 15 (fifteen) working days, starting from the receipt of such notice, within which the Seller may deliver all products specified in the reminder, which have not yet been delivered. Any liability of the Seller for direct and indirect damages deriving from the delay or the total or partial failure to deliver is however excluded.

Art. 5.6

It is agreed that any claims or complaints shall not give the Purchaser the right to suspend or however delay the payments of the Products that are the object of the dispute, and even less of any other supplies.

Art. 5.7

In the event that the Seller has authorized a total or partial return in writing, the goods shall in all events be returned timely and in the same conditions as when they had been supplied, without damages, signs of wear or alteration or any other condition that was not present at the time of the delivery. All costs for the return shall be exclusively borne by the Purchaser.

ARTICLE 6

Prices

Art. 6.1

The prices specified by the Seller in the offers, order confirmations and invoices (and possibly the counter value in another currency, if so agreed) are based on the internal price list expressed in Euros, VAT excluded, in force on the day on which the order is confirmed.

Art. 6.2

The invoices of the Seller shall be intended to have been confirmed if no objection is raised in that respect by the Purchaser within 10 (ten) days of receiving them, to avoid forfeiture.

ARTICLE 7

Payment

Art. 7.1

Unless agreed otherwise in writing, the price of the supply shall be meant to be ex works – from the premises of the Seller. The terms of payment and the relevant time shall be as previously agreed upon with the Seller.

Art. 7.2

The Purchaser’s payments shall not be suspended or postponed for any reason or cause whatsoever, even in case a dispute should arise with the Seller. Any delay or irregularity in the payment, even for a modest amount, shall entitle the Seller to suspend the supplies and/or terminate the agreements and/or cancel the orders pending, even if they are not related to the payments in question. The Seller shall also be entitled to compensation for any damages incurred. Starting from the due date of payment, delay interest shall automatically start to accrue in the amount indicated by D.Lgs. [Legislative Decree] no. 192/2012.

Art. 7.3

In no event shall the Purchaser reduce or set off the price against any amounts receivable from the Seller, however arisen, unless a written authorization is issued by this latter to that effect. In all events, the payment shall be applied in accordance with the provisions of art.1193, subsection 2 c.c. [Italian Civil Code].

ARTICLE 8

Retention of title

Art. 8.1

In the event that the payment, or part thereof, should be made after the delivery, the products delivered shall remain the property of the Seller until the agreed price has been paid in full, in accordance with art. 1523 c.c.

Art. 8.2

The Seller shall be entitled to repossess any product sold with a retention of title clause and the Purchaser shall pay for the relevant costs, the Seller may retain any amount received in payment as penalty. The retention of title shall extend to the Products sold by the Purchaser to third parties and to the price of such sales, within the maximum limits set by the laws of the Country of the Purchaser, which governs this clause.

ARTICLE 9

Warranty

Art. 9.1

As an exception to articles 1490 and following c.c., and unless agreed otherwise in writing between the Parties, the Seller warrants that its own products are free from flaws/defects for a period of twelve months running from the date of delivery of the goods to the Purchaser.

Art. 9.2

The warranty shall not apply with regard to those products, the defects of which are due to (i) damages caused during transportation; (ii) negligent or improper use of the products; (iv) failure to carry out the ordinary maintenance and incorrect storage of the products; (v) normal wear and tear due to their use; (vi) repairs or alterations made by the Purchaser of by third parties without a previous authorization in writing from the Seller. The warranty does not cover damages and/or defects of the products deriving from, or in connection with, parts assembled/added directly by the Purchaser or the final user. In case of sale of equipment, this contractual warranty shall be intended to include the replacement of spare parts, the costs for the technician being excluded.

Art. 9.3

Provided that a complaint of the Purchaser is covered by the warranty and reported within the time limits indicated in this article, the Seller shall undertake, at its discretion, to replace or repair each product or the parts thereof that have flaws or defects.

Art. 9.4

To avoid forfeiture, the Purchaser must notify the Seller of the presence of flaws or defects, within 8 (eight) days of the delivery of the products if the flaws or defects are apparent; or within 8 (eight) from the discovery if they are hidden or cannot be detected by a person using the ordinary diligence, and, in any event, not later than 15 (fifteen) days of the delivery. After the above time limits, the products shall be intended to have been finally accepted.

Art. 9.5

Complaints must be submitted in writing and must indicate in detail the defects or non-conformities claimed, as well as a reference to the relevant invoice or Transport Document or order confirmation. In addition, at the request of the Seller, suitable photographic evidence shall be annexed to the complaints. Incomplete complaints shall have no effect whatsoever.

Art. 9.6

If a complaint is proved groundless, fully or in part, the Purchaser shall compensate the Seller for any costs incurred by the latter for the relevant verification (such as, without limitation, travelling, expert reports, etc.).

Art. 9.7

In any event, the Purchaser shall not be entitled to enforce the warranty rights against the Seller if the price of the products has not been paid at the agreed conditions and within the agreed time limits, even when the failure to pay in accordance with such conditions and time limits regards products other than those, for which the Purchaser intends to enforce the warranty.

Art. 9.8

Without prejudice to what is indicated under article 9.3 and except for the case of fraud or gross negligence, the Seller shall not be liable for any damages arising from and/or in connection with the defects of the products. In any event, the Seller shall not be liable for indirect or consequential damages of any nature whatsoever such as, for example and without limitation, compensation of damages, halts in production, missing profits, etc.).

ARTICLE 10

Force majeure

Art. 10.1

The Seller shall be entitled to an extension of the time limits for the delivery of the products in any cases of force majeure that may occur, provided that it promptly informs the Purchaser in writing of the force majeure event occurred. Force majeure events include, just by way of example and without limitation: lack of supplies and raw materials, even in part, significant or unforeseeable increases in the relevant price, fires, collapses, floods, disruption in transportations, strikes, lockouts or other equivalent events that annul or reduce the ability of the Seller or block transportations between the Seller’s premises and the place of destination of the products. Once the above time periods have lapsed, if the force majeure situation is still going on, the Purchaser may terminate the agreement through a written notice to the Seller given by a registered letter AR [with acknowledgement of receipt], preceded by a fax or an e-mail. In no event shall the Seller be bound to compensate the Purchaser in any way for any direct or indirect damages possibly incurred in connection with or as a result of the late performance or non-performance of the agreement.

ARTICLE 11

Withdrawal

Art. 11.1

The Seller reserves the right to withdraw from the agreement if it becomes aware of circumstances that give reason to doubt the solvency of the Purchaser for the payment of the price within the agreed time limits.

ARTICLE 12

General provisions
Governing Law
Place of jurisdiction

Art. 12.1

The place agreed for the performance of the agreement, the payment of the price and the fulfilment of all obligations resulting from the legal relationships between the Seller and the Purchaser is Genoa – Italy.

Art. 12.2

These general sale conditions, as well as each supply of products from the Seller to the Purchaser shall be governed by the Italian laws, without regard to conflict of law provisions.
The application of the Vienna Convention of 1980 on the international sale of goods (Vienna Convention / CISG), as well as any and all other international agreements and/or conventions is expressly excluded.

Art. 12.3

The conclusion of agreements – and in particular the agreement on the place of jurisdiction and the inclusion of these general sale conditions – as well as the rights and obligations of the parties – including pre-contractual liability and accessory duties – and its interpretation shall be exclusively governed by these GCS and by the Italian Civil Code. The application of the conflict of law provisions and of any international agreement and/or convention is excluded.

Art. 12.4

The Italian Judicial Authority, and in particular the Courts of Genoa, shall have exclusive jurisdiction over any dispute (including mediation / negotiation and/or interim procedures) relevant to the conclusion, validity, interpretation, performance and cancellation of the supply and of the contractual relationships arising under this GCS. The parties therefore intend to exclude any concurrent jurisdiction of any other courts and judicial authorities, except for the right of the Seller to sue the Purchaser before the courts of the place where this latter has its offices / residence. The application of the Italian conflict of law legislation and/or of any international agreement and/or convention is excluded.

Art. 12.5

These general conditions are made in two exemplars in Italian and English; in case of a difference between these two versions, the text in Italian shall be considered as the authoritative text and shall therefore prevail for interpretation purposes.

ARTICLE 13

Confidentiality

Art. 13.1

Any production technology and/or information of the parties (including technical measures, design and information), whether patented or otherwise, shall be treated as strictly confidential and shall not be used or disclosed without a prior authorization in writing.

ARTICLE 14

Final provisions

Art. 14.1

All communications between the parties shall be sent to the addresses as resulting from the commercial correspondence previously exchanged. All communications, statements, notices, etc. shall be written in Italian or, in case of a foreign purchaser, in English, except where agreed otherwise between the parties.

Art. 14.2

If the Seller fails at any time to: a) enforce any provision of these GCS, or b) to request at any time that the Purchaser comply with any provision of these GCS, this shall not be intended as a waiver, either present or future, of such provision and shall not affect the right of the Seller subsequently to enforce any provision. An express waiver by the Seller of any provision of these GCS shall not amount to a waiver of the future compliance with such provision by the Purchaser.

Art. 14.3

No agreement between the parties governed by these GCS shall be assigned by the Purchaser without the written consent of the Seller.