GENERAL SUPPLY CONDITIONS

 
The present general terms and conditions of delivery rules all the issued selling offers or all the sales made by CMZ Sistemi Elettronici S.r.l. (Supplier) towards an acquiring society (Purchaser). Unless otherwise written agreed, whatever purchase order made by a Purchaser from the Supplier implies the application of these general terms and conditions of selling, and the renounce of his own general terms and conditions by the Purchaser.
The Supplier reserves the right to modify in any moment the General Conditions, informing the Purchaser.
 
1. PRODUCTS CHARATCTERISTICS
1.1. The Purchaser, with the purchase order formulation, acknowledges to have carefully examined the technical, functional and aesthetic features of the purchased products and to consider them suitable for the use that they are, directly or indirectly, intended to be used. The Purchaser undertakes not to make any modification to the product and to respect its correct usage modes, while declaring to know them.
1.2. The Purchaser shall acknowledge that the supplied equipment includes a software for its usage whose intellectual property is owned by CMZ Sistemi Elettronici S.r.l. 
This software is granted in free use even when given to third parties.  If inside this software, there are parts given to CMZ Sistemi Elettronici S.r.l. by third parties the instructions to be followed are described in the software instruction manual. Any condition shall be stated in the Order.  
 
2. ORDERS ACCEPTANCE AND SALES CONCLUSION
2.1. The orders acceptance will be valid only if written and must be sent to the cmz@cmz.it e-mail address or through fax +39 0422 447444.
2.2. The Purchaser orders must always report the offer number, the exact indication of the ordered products with reference to their product code, their quantity, the unit and total price, the payment terms, the destination address and eventual further instructions for the delivery.
2.3. The order will be considered accepted by the Supplier when the Order Confirmation that the Supplier has sent will be received by the Purchaser. 
In case the order is preceded by an offer from the Supplier, the offer will be considered valid within a maximum of 60 days, unless otherwise indicated. The selling contract will be in any case considered perfected only after the order confirmation by the Supplier.
2.4. The selling is concluded with the Supplier order confirmation; in its absence the dispositions of the laws in force will be applied.
The supplies include only what has been expressly specified in the Supplier order confirmation, or however agreed in writing.
 
3. PRICES
3.1. The goods prices are indicated in the order confirmation and, if not differently specified, are intended expressed in Euro, net of VAT, and include the packaging suitable for the shipment.
The shipping costs, if not differently specified, are always excluded and will be charged to the Purchaser.
3.2. The Supplier may modify or revoke, in any moment, the process inserted in the offer or in the price list, beyond its validity. Eventual modifications to the price may however occur if the costs of the materials will increase and will be communicated in advance to the Purchaser within a reasonable time.
For the outstanding orders, this upward revision will must be accepted in any case.
 
4. PAYMENT TERMS
4.1. The payment terms are intended strictly mandatory; the payments must occur in the way and terms indicated in the invoice or in other accounting document of the Supplier.
4.2. Our society keeps the authority to: 
a) modify the payment conditions in case of Purchaser insolvency in relation to previous orders;
b) agree further deferment of payments in view of bank guarantees.
4.3. The Purchaser cannot, for any reason, promote actions or counterclaim against the Supplier or raise exceptions for eventual breaches of contract by the Supplier. Eventual derogations of this prohibition will have to be approved by the Supplier..
 
5. LATE OR MISSING PAYMENT
5.1. The payment delay, even if partial, of the invoices will cause the immediate effect of the charge interests that will be calculated according to the Legislative Decree 9.10.2002 n.231, implementing the directive 2000/35/CE and eventual following edits. 
5.2. A delay or missing payment of the invoices authorize our society, without prejudice to any other action, to request the advance payment of further supplies or to consider the contract suspended or solved, or to suspend or cancel other current contracts, without the Purchaser may have any right to demand compensation or reservation indemnity; the Purchaser remains indebted to compensate all the damages due to the missing execution of the contracts.
 
6. METHOD OF DELIVERY
6.1. The products delivery methods runs from the order receiving data, are calculated in working days, are always intended as indicative and must not be intended peremptory.
6.2. The Supplier will fulfill the orders within the established time, considering his organizational and commercial necessities, even with several separate deliveries that, since now, the Purchaser agrees to accept; the reduction of the ordered quantities will be responsibility of the Purchaser that is however committed to their collection.
 
7. SELLING AND DELIVERY
7.1. The goods always travel at risk and danger of the Purchaser, even in case of free domicile delivery. The risk of loss and damage during the transportation is in charge of the Purchaser until the delivery.
7.2. Unless otherwise stated, the delivery is intended Ex Works CMZ CMZ Sistemi Elettronici S.r.l.
7.3. In case the Supplier handles with delay the deliveries stipulated in the order, he will not let the Purchaser to terminate the purchase order or to return the eventual goods already sent, related to the same order; it is not provided any penalty. 
 
8. WARRANTY AND LIABILITY
8.1. The Supplier guarantees the sold products both for the materials quality and manufacturing and for their compliance to the technical specifications and to the tests if applied. In case of defectiveness of the product within the warranty period the Supplier, in his sole discretion, will provide the replacement or repair in his own factory. Eventual damages due to missing productions will not be paid by the Supplier. In this situation the Purchaser will not have the right to deduct the sums for injury directly from the payments that the Purchaser will have to make for the current or already occurred deliveries.
8.2. If it is required that the Supplier makes the intervention under warranty outside his structure, all the labor and travel costs will be on exclusive charge of the Purchaser.
8.3. Unless otherwise stated in the offer or in the Order Confirmation, the warranty will cover 24 months for the Hardware and 12 months for every kind of Software from the delivery or test date if specified in the Order.
8.4. The warranty will be effective only for products that will be directly purchased from CMZ Sistemi Elettronici S.r.l. or its authorized distributors.
8.5. Except in case of fraud or serious negligence, in any case the Supplier will respond for damages to people or property due to the use of the provided product. The responsibility will not be in any case extended to indirect, not unpredictable damages, or however to the ones that are outside the circumstances in which the product warranty is valid.
8.6. The Purchaser shall acknowledge that the unauthorized manipulation of every software will lead to the warranty expiration and allows the Supplier to take legal proceedings to protect his property. Eventual damages caused by the Purchaser’s manipulation are at his own expenses and no responsibility shall be charged to the Supplier
 
9. IMPROVEMENTS
9.1. The Supplier reserves the right to make implementations and technical and/or aesthetic improvements that, without alter the essential features of the provided goods and their usability according to the specifications at the basis of the order, can make its functioning more safe and easy. These discrepancies cannot imply the resolution of the supply contract.
 
10. PRIVACY POLICY
10.1. CMZ Sistemi Elettronici S.r.l., based in Via dell’artigianato, 21 Vascon di Carbonera (TV), in its capacity of proprietor, will handle the Purchaser data in electronic and/or manual form, according to the principles of lawfulness and correctness and in compliance to the n. D. Lgs n. 196/2003 (“Privacy Code”), and the EU Regulation 2016/679 of 27 April 2016 (hereinafter referred to as GDPR) and their eventual modifications.
 
11. RETENTION OF TITLE
11.1. The products are intended as bought under reservation of title that will be transferred to the Purchaser at the moment of their complete delivery.
11.2. The Purchaser undertakes the obligation to not disclose any notice, of which it comes into possession through the supply relationship, that may affect the privacy of the Supplier about the prices, technologies, materials, schemes, technical solutions and customers names. From these information are excluded the ones that are in public domain and that comes from commercial material and/or official documents of the Supplier. The Purchaser undertakes the duty to involve the his personnel, suppliers and whoever in relation with him in not spread these informations.
11.3. In case it’s noticed and proven a non-compliance to this confidentiality, the Supplier reserves the right to suspend any supply and, furthermore, to take legal action.
 
12. BRAND
12.1. The supplies, even if made in a contractual relation of permanent or recurrent performance, don’t give to the Purchaser any faculty about the use, in any way, of the CMZ Sistemi Elettronici S.r.l. brand.
12.2. The Purchaser must communicate, previously and in writing, to the Marketing Service of the Supplier any sales campaign, promotional or advertising activity related to the goods marked with the brand, in relation to which the Purchaser ask the authorization to use it, as well as for any other use of the brand (e.g. advertising signs).
12.3. The Supplier will evaluate in its sole discretion this authorization request and will be free, directly and/or through the holding society  and/or that has the brand use license, to agree or not. The missing answer to the authorization request will be intended as denial of itself and will never be intended as silent consent to the required use.
 
13. FORCE MAJEURE
13.1. Any non-compliance (total or partial) of the Supplier will be justified in the force majeure occurrences. The following causes are included: total or partial interruption and/or suspension of work due to any trade union action or strike, including the company ones, malfunctions and/or stop actions on the plants, delays due to the suppliers, materials supply difficulties, transport interruptions.
 
14. APPLICABLE LAW AND COMPETENT COURT
14.1. The General Conditions, as for any order and supply related to them, are governed by the Italian law. For any controversy between Supplier and Purchaser, related to the General Conditions as to any order and supply related to them, the Competent Court is the one placed in TREVISO
 
ADDITIONAL CONDITIONS FOR THE SUPPLY OF CUSTOM SOFTWARES
(Rev 001 of October 9th, 2017)
 
Within respect of the supply of custom softwares manufatured by CMZ we hereby communicate that:
1. All software technical features are specified by the customer. If the customer needs support in their definition all responsibilities will be charged to the customer and no responsibility will be charged to CMZ.
2. A price offer and delivery times will be given by CMZ only when the technical specifications are given by the customer and accepted by CMZ. 
3. CMZ will start to manufacture the software after the order receipt from the customer. 
4. Costs and delivery date may vary in case of delays or further specifications added by the customer after the order receipt. A new delivery date and additional costs will be discussed with the customer. 
5. Unless otherwise specified in the offer, the software will be manufactured inside CMZ ‘s premises. 
6. Unless otherwise specified in the offer, an initial start-up at the customer’s premises is not included.
7. Unless otherwise specified in the offer, CMZ has a warranty of 12 months from the software test and departure dates.  The test shall be carried out within 30 days from the delivery date, if the test is carried out later the warranty validity shall start after 30 days from the delivery date. 
8. The document for the test will be drawn up together with the customer. It may also include notes about eventual unimplemented functionalities written in the order or implemented functionalities that were not written in the initial order.
9.  Any requested changes, adds or cancellations shall be discussed and approved and may lead to the creation of a new offer or contract where the delivery date and costs may differ. In case no agreement is reached, the contract shall be retained as concluded and the customer shall pay all costs bear by CMZ up to that moment. 
10. All changes and adds after the software delivery and within the warranty validity will be discussed each time to establish if they can be considered in or out of the warranty since they were not included in the initial order. 
11. Any changes/adds required after the warranty validity shall always be assed with a new specification and a new offer.
12. The Software warranty shall expire if the Purchaser manipulates the software within the Warranty period.