General terms

Art. 1 Scope

These General Terms and Conditions govern any supply relations between the Parties. Including in case of a derogation agreed in writing, these General Terms and Conditions shall remain in force for the remainder of the clauses not expressly derogated. Any terms drawn up by Buyer shall not apply to transactions between the Parties unless specifically accepted in writing by Camozzi Automation S.p.A. and shall not, in any case, exclude the validity of these General Terms and Conditions, which they shall be coordinated with.

Art. 2 Formation of the Contract

Any quotation of Camozzi Automation S.p.A. that has been accepted by Buyer or any order of Buyer that has been confirmed by Camozzi Automation S.p.A., in whatsoever form, shall be subject to these General Terms and Conditions of Sale. Any quotations made by Camozzi Automation S.p.A. agents, sale representatives or any other commercial intermediaries shall not commit, or be binding on, the latter unless confirmed in writing by Camozzi Automation S.p.A. Once the order has been confirmed it shall not be cancelled or modified without the written approval of Camozzi Automation S.p.A.

Quotations made by Camozzi Automation S.p.A. shall remain valid for 30 days from their issuance and exclusively for the complete supply of the quoted products. After the above period, quotations shall no longer be valid.

Quotations shall not include in any case: the provision of manuals, training courses, assistance at start-up and other similar services, unless expressly included in the quotation.

Art. 3 Technical Data and Documents Related to the Supply

Weights, sizes, prices, performances, colours and other information relating to finished products as specified in catalogues, price lists, circular letters or informative literature drawn up by Camozzi Automation S.p.A., as well as the characteristics of samples, shall be merely indicative and shall not be binding, unless expressly mentioned as such in the relevant quotation or order confirmation.

Camozzi Automation S.p.A. reserves the right to make changes at any time to the technical specifications of the products in order to improve the performance thereof, with prior notice to Buyer in writing in case the above changes are substantial (e.g. changes affecting: product installation procedures, product interchangeability features, etc.).

Art. 4 Prices - Payment

Product prices shall be those contained in the price list in effect at the date on which Camozzi Automation S.p.A.’s quotation is accepted by Buyer or at the date of Camozzi Automation S.p.A.’s order confirmation.

Camozzi Automation S.p.A. reserves the right to modify the price list in effect at any time, by giving written notice to Buyer in the event of any increase in the cost of raw materials, labour or any other production factors that may result in a substantial increase in production costs. All product prices shall be understood as Free Carrier (FCA Incoterms 2010), unless otherwise agreed in writing by the Parties.

Payments shall be made in compliance with the instructions specified in the quotation or in the order confirmation. All payments and any other amounts due to Camozzi Automation S.p.A. for any reason shall be made to Camozzi Automation S.p.A.’s domicile. Any amounts paid to Camozzi Automation S.p.A. agents, sale representatives or any other commercial intermediaries shall not be considered as completed, and shall not release Buyer from its obligation, until Camozzi Automation S.p.A. has received the relevant sums.

Unless otherwise agreed, payments shall be made in Euros.

Prices quoted in currencies other than the Euro may be subject to changes in relation to any fluctuations in the relevant exchange rate.

Any delays or irregularities in payment shall entitle Camozzi Automation S.p.A. to:

a) suspend all pending deliveries including if not referred to the payment in question;

b) change the payment and discount terms for the next supplies, including by requiring advanced payments or the issuance of additional guarantees;

c) charge default interest, as of the payment deadline and without the need for formal notice of default, on any sums still due at the rate set forth by applicable legislation on commercial transactions (namely, Legislative Decree No. 231/2002 as supplemented), without prejudice to the right of Camozzi Automation to request compensation for any greater damage suffered.

Moreover, in the above case, any amount due to Camozzi Automation S.p.A. for any reason shall become immediately payable. Buyer shall be required to make full payment including in the event of objections, complaints or disputes, which shall be settled only after payment of any outstanding amounts. Buyer hereby waives in advance the right to offset such amounts with any receivables, howsoever originated, from Camozzi Automation S.p.A.

Art. 5 Reservation of Title

Title to the products shall remain in the ownership of Camozzi Automation S.p.A. until full payment.

Art. 6 Delivery

Unless otherwise agreed, Camozzi Automation S.p.A. shall deliver the products Free Carrier (FCA Incoterms 2010) and therefore any risks relating to the supply shall be borne by Buyer once the products have been delivered to the carrier. Delivery terms shall have a merely indicative nature and shall be calculated on a business days’ basis. Therefore, Camozzi Automation S.p.A. shall not be liable for any damages resulting from advanced or delayed deliveries, whether total or partial.

In case Buyer fails to fulfil its payment obligations relating to other supplies, the deadline for deliveries shall be suspended and Camozzi Automation may delay any deliveries until Buyer has settled any outstanding amounts.

Buyer shall grant Camozzi Automation S.p.A. reasonable tolerances on the product quantities delivered.

If, due to causes not attributable to Camozzi Automation S.p.A., Buyer or Buyer’s carrier fails to collect the products, Camozzi Automation S.p.A. may, with prior notice to Buyer, store the products charging the latter for any related costs incurred.

Art. 7 Excusable Delays

Camozzi Automation S.p.A. shall not be responsible for failure to fulfil its contractual obligations if such non-fulfilment is, directly or indirectly, due to:

a) causes not attributable to the same and/or force majeure events;

b) acts (or omissions) of Buyer, including failure to promptly provide Camozzi Automation S.p.A. with the information and approvals necessary to allow the same to proceed with its work and supply the products;

c) Buyer’s failure to comply with the payment terms;

d) inability to obtain the materials, components or services necessary to perform the work and supply the products

In any such cases, Camozzi Automation S.p.A. shall notify the relevant circumstance to Buyer, giving an estimate of the possible delay and new delivery date. If Camozzi Automation S.p.A.’s delay is caused by Buyer’s actions or omissions, or by specific work to be performed by Buyer’s other contractors or suppliers, Camozzi Automation S.p.A. shall also be entitled to a fair price review.

Art. 8 Technical Standards and Liabilities

Camozzi Automation S.p.A. products comply with legislation and technical standards applicable in Italy. Therefore, Buyer shall be solely liable for any discrepancies between Italian standards and standards of the country of destination of the products, holding Camozzi Automation S.p.A. harmless from any consequences thereof.

Camozzi Automation S.p.A. hereby gives a warranty as to products manufactured by the same exclusively in relation to uses, allocations, applications, tolerances etc., expressly specified by Camozzi Automation S.p.A. itself.

Art. 9 Patents

Camozzi Automation S.p.A. agrees to indemnify and hold Buyer harmless from any liabilities resulting from rightful claims of a third party relating to any counterfeiting or infringement of any intellectual property rights with reference to products supplied by Camozzi Automation S.p.A. In the event of a third-party claim, Buyer shall promptly notify Camozzi Automation S.p.A. in such regard and shall provide the same with any appropriate information and assistance to challenge such claim.

The above provision shall not apply to any products manufactured according to the design, drawings, instructions and/or technical specifications provided by Buyer, in regard of which Camozzi Automation S.p.A. shall assume no liabilities whatsoever for the infringement of any third party’s intellectual property rights, for which Buyer shall be solely liable.

Art. 10 Warranty

Camozzi Automation S.p.A. warrants that the products will be provided in compliance with the contract specifications in terms of quality and type and will be free from faults that could make the products unsuitable for their expressly required use. The warranty for manufacturing faults shall only apply to product faults that are attributable to defects in the material used or to design and manufacturing issues attributable to Camozzi Automation S.p.A. Moreover, the warranty shall not cover defects due to normal wear and tear for product parts submitted to rapid and continuous wear and tear.

The warranty for purchased products shall be conditioned upon full payment thereof. Unless otherwise agreed in writing, this warranty shall be valid for 12 months (from the production date) on special products not included in the Company’s product catalogue and for 18 months (from the production date) on standard products included in the Company’s catalogue, considering a daily operation of 8 hours.

The warranty set forth herein shall be effective provided that the products have been properly stored and are being used in compliance with the operating instructions specified in the General Catalogue and in the technical sheets provided by Camozzi Automation S.p.A., no repairs, modifications or alterations have been made without the prior written authorisation of Camozzi Automation S.p.A. and no defects caused by chemical and electrical agents have been found. Buyer shall be required to inspect the product compliance and verify the lack of faults within 10 days from the product delivery date and, in any case, before any use is made thereof. Buyer shall report any obvious faults or defects in writing no later than 10 days from product delivery, while Buyer shall notify in writing any non-apparent and/or operating defects (i.e. defects that may only be found after the products have been used) within 10 days after discovery of the defect and in any case within the warranty period. Claims shall be notified in writing to Camozzi Automation S.p.A. following the instructions and procedures provided by the same, specifying in detail any faults or non-conformities found. Buyer shall forfeit its warranty rights if it fails to permit Camozzi Automation S.p.A. to perform any reasonable inspection upon Camozzi Automation S.p.A.’s request, or if it fails to return the defective products within 10 days from the relevant request. Following a valid claim from Buyer, Camozzi Automation S.p.A., may at its discretion: a) repair the defective products; or b) supply products, free of charge, of the same type and in the same quantity as the defective products to Buyer’s premises (DAP Incoterms 2010); or c) issue a credit note to reimburse Buyer for an amount equal to the price of the returned products as specified in the invoice. In the above cases, Camozzi Automation S.p.A. may require the defective products, which will thus become its property, to be returned. Unless otherwise agreed between the Parties, it is understood that all expenses relating to Camozzi Automation S.p.A.’s technical assistance shall be borne by the same.

If any product defects found are not attributable to Camozzi Automation S.p.A.’s responsibility, any expenses and costs for repairing or replacing such defective products shall be reckoned in the name of, and borne by, Buyer. The warranties set out herein shall absorb and replace any other legal warranties for faults and non-conformities and shall exclude any other liabilities of Camozzi Automation S.p.A. otherwise arising out of the products supplied; in particular, Buyer shall not be entitled to claim any compensation for damages, and in no event shall Camozzi Automation S.p.A. be held liable for any indirect or consequential damages.

Art. 11 Reimbursement of Damages

The total liability of Camozzi Automation S.p.A, whether deriving from performance or non-performance of the contract, warranty, tort or deriving from strict liability, shall not exceed the value of the product to which such liability is attached. In no event shall Camozzi Automation S.p.A. be liable for any loss of profit or revenues, or for any loss of use or technical stoppage of the product or of any associated equipment, for any claims of Buyer or third parties in relation to such damages, or for any other indirect or consequential damage.

Art. 12 Confidentiality

Buyer agrees to (i) keep confidential all information / data / drawings / know how / documentation received and/or learnt from Camozzi Automation S.p.A., to (ii) restrict the use of such confidential information / documents and the relevant access only for purposes relating to the performance of the contract. No confidential information / documentation shall be copied without the prior written consent of Camozzi Automation S.p.A., and any copies thereof shall be immediately returned to Camozzi Automation S.p.A. upon request.

The provisions set forth above shall not apply to information that: (i) is or becomes public knowledge not as a result of the disclosure of Buyer, its employees and/or partners, or (ii) was known by Buyer prior to disclosure by Camozzi Automation S.p.A., or (iii) was lawfully disclosed by a third party not subject to the restrictions to which Buyer is subject in relation to the use thereof, or (iv) may be disclosed upon written authorisation of Camozzi Automation S.p.A.

Art. 13 Personal Data Protection

Camozzi Automation S.p.A., Controller of the data received from Buyer under these General Terms and Conditions of Sale, hereby notifies that such data - in compliance with the obligations and fulfilments set out in Regulation (EU) 679/2016 as subsequently amended (“GDPR”) and Decree No. 101/2018 transposing the same (“Applicable Privacy Rules”) - shall only be made accessible to persons who, whether within Camozzi Automation S.p.A. or outside, need the same exclusively for the purpose of managing the contractual relationship in progress and may, solely for the purposes specified above, be disclosed and transferred in Italy and/or abroad, including outside the European Union, to:

- Camozzi Group companies, subsidiaries, parent companies or associated companies;

- Natural / legal persons supplying goods and/or services of which Camozzi Automation S.p.A. makes use in the performance of its activities.

Art. 14 Code of Ethics and Legislative Decree No. 231/01

Camozzi Automation S.p.A., aware of the need to ensure an ethical approach in carrying out its activities, based on clear principles of fairness, transparency and impartiality, has, in line with its corporate policies, implemented an Organisation, Management and Control Model in compliance with legislation.

Camozzi Automation S.p.A. has also prepared its own Code of Ethics - adopted at all the companies belonging to Camozzi Group S.p.A. - available on the Company’s website and to be considered an integral part of these General Terms and Conditions, which Camozzi Automation undertakes to abide by.

Art. 15 Miscellaneous

For advertising purposes, Buyer shall grant an authorisation to Camozzi Automation S.p.A. to use its product items - brand - images relating to the contractual relationship.

Buyer’s assignment of any duties or rights under the contract without Camozzi Automation S.p.A.’s prior written consent shall be deemed void. Camozzi Automation S.p.A. shall have the right at any time to assign to third Parties any receivables arising out of the contract, subject to prior notification in writing to Buyer.

The invalidity in whole or in part of one or more clauses set forth in these General Terms and Conditions shall not affect the validity of the remaining clauses.

It is understood that any tolerance of breaches of these General Terms and Conditions shall in no event be construed as a waiver to exercise the rights and/or powers associated with, or resulting from, the same.

Any verbal statements, guidance or assistance given by Camozzi Automation S.p.A. representatives or distributors to Buyer or its representatives in relation to the use of the products and/or services shall not be construed as an exception to these General Terms and Conditions of Sale, nor shall they modify the liabilities and/or obligations of Camozzi Automation S.p.A. set forth herein.

Art. 16 Governing Law and Jurisdiction

These General Terms and Conditions and related supply contracts shall be governed by the Italian law.

For any dispute concerning, or otherwise related to, the contracts to which these General Terms and Conditions apply, the Court of Brescia shall have exclusive jurisdiction. Notwithstanding the foregoing, Camozzi Automation S.p.A. shall nevertheless have the right to bring action before the Court of Buyer.

Brescia, 1 January 2019

Camozzi Automation S.p.A. Buyer

Pursuant to, and in accordance with, Article 1341 of the Italian Civil Code and following, the Parties declare that they expressly approve the following clauses: