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General conditions of supply

 

  1. Scope of application.

    1. The following General Conditions of Supply (hereinafter referred to as "General Conditions") apply to and govern any supply provided by Crippa S.p.a. (hereinafter referred to as "Crippa" or "Company"), even if not expressly referred to in the individual order. The General Conditions supersede any prior conditions previously provided by Crippa or by the customer (hereinafter referred to as the "Customer") and they prevail over any general or particular conditions of purchase of the Customer. Any changes and additions shall be valid and effective only upon Crippa’s specific acceptance in writing. Changes and additions to the General Conditions will be limited to the specific purchase for which they are agreed.

 

  1. Supply object.

    1. The supply includes:

      1. fixed installations, machinery or parts thereof (in the following referred to as “Crippa Machines” or “Crippa Machines”), in the quantity detailed in the order confirmation;

      2. manufacturing, installation services and any accessory services (in the following referred to as “Crippa Services”), according to terms and conditions specified in the order Confirmation.

    2. Any information contained in catalogues, drawings, websites, photographs and, in general, in every Crippa’s document, shall be deemed to be only demonstrative and non-binding, except for drawings and information attached to the Order Confirmation.

 

  1. Drawings and illustrative documents.

    1. Any project, drawing, document, data, technical information or software relating to the manufacturing and assembly of Crippa Machines or any part thereof and, in any case, any project, drawing, document, data, technical information or software of Crippa delivered or made available to a Customer before or after the conclusion of the Contract - in any form and manner - remain the sole and exclusive property of Crippa. The Customer shall not exploit for non-contractual purposes such projects, drawings, documents, data, technical information or software and, in any case, the Customer shall not copy, reproduce, transmit or communicate them to third parties without the prior written consent of Crippa.

 

  1. Issue of Supply Orders

    1. Supply orders must be issued by the Customer in writing (in the following “Order” or “Orders”) and any information or drawing required for the execution of the supply must be attached herein.

    2. Crippa is expressly exempt from any liability for any claims about the authenticity or accuracy of information, specifications and drawings provided with the Order. Crippa cannot be held responsible if the information provided are incorrect or incomplete.

 

  1. Order confirmation and Supply conclusion.

    1. Crippa will send to the Customer an order confirmation (in the following the "Order Confirmation") containing the summary of the object of the Supply and of the applicable terms and conditions.

    2. By way of acceptance, the Customer shall send to Crippa, via email or fax with proof of receipt, the Order Confirmation signed.

    3. If the Order Confirmation differs from the Order received or from the understanding, the Customer must challenge the differences to the in written form and within 7 days from the receiving of the Order Confirmation. Otherwise, the order will be consider accepted as implemented, even if not signed.

    4. On signing the Order Confirmation - or upon expiry of the 7-days period allowed to the Customer for submitting a written complaint about the differences in subject between Order and Order Confirmation - the contract relating to the Supply shall be deemed concluded and binding for the Parties, according to terms and conditions referred to in the Order Confirmation.

 

  1. Purchase Price.

    1. The Supply prices are indicated in the Order Confirmation and, if not differently specified, are intended expressed in Euro, net of VAT and other fees.

    2. Any applicable additional costs (e.g. shipping expenses, packaging costs, insurance costs), if not differently specified, are always excluded and will be charged to the Purchaser and will be invoiced separately.

    3. Any potential price increases (such as the increase in customs costs, increase in taxation applicable to the Supply) that may occur from the date of dispatch of the Order Confirmation to the date of the balance remain at the Customer’s expense.

 

  1. Quality of Crippa Machines

    1. Crippa declares that:

  • Crippa Machines, as indicated within the Order Confirmation, have the quality that corresponds to the specifications indicated therein, according to Italian law;

  • Crippa Machines are free of defects which render them unfit for their proper use;

  • If the Orders relates to a non-standard Crippa Machines, characterized by specific technical qualities, Crippa declines all responsibilities concerning their performance.

    1. Crippa cannot be held responsible for the preservation of qualities of Crippa Machines if the latter are manipulated and/or transformed by the Customer; and/or not held properly and/or used incorrectly and not in accordance with the relevant book of use and maintenance; and/or if the customer has not previously consulted Crippa on the possible effects of a different use.

 

  1. Testing of Crippa Machines.

    1. Any testing at Crippa’s plant will concern the verification of compliance of Crippa Machines with the characteristics provided within the Order Confirmation.

    2. Testing shall take place at Crippa premises, unless Crippa prefers to designate another location. The expected date for testing will be communicated to the Customer with a minimum notice of 5 working days. The Customer may attend the testing at his own expense.

    3. The equipment for testing and testing tools (masking, control gauges) will be charged to the Customer, Net price ex works (Arosio, Como, Italy).

    4. The test shall be deemed successful as follows:

      1. if the Customer attends the test: in the event there is no dispute about the lack of conformity of Crippa Machines, reported within the test report or immediately afterwards. For the purpose of  legitimately contest the presence of defects, the Customer shall submit to Crippa a written communication by the next day following the performance of the test;

      2. if the Customer does not attend the test: in the event there is no dispute about the lack of conformity of Crippa Machines reported within the test report.

    5. If the negative outcome of the test occurs, Crippa will remedy the lack of conformity resulting from the test report. In this case, the delivery terms are intended to be extended by a period equal to the period technically required to make the changes.

    6. In the event of failure to contest a defect of conformity of Crippa Machines, the Customer shall lose any rights, guarantee and the faculty to initiate a legal action against the lack of conformity if the defect could have been discovered during the testing of the Machine using due diligence. It is understood that, if the defects of conformity have been specifically contested in writing, any rights and faculties of the Customer shall remain unaffected.

 

  1. Terms of delivery.

    1. The delivery terms referred to in the Order and in the Order Confirmation are to be understood as approximate and not binding for Crippa. Any delay, therefore, may in no case give rise to termination of the contract referred to in the current Order.

    2. In no case Crippa will be held liable for damages or penalties for delays, having the Parties understood the terms referred to in the Order and in the Order Confirmations as approximate and not binding.

    3. Without prejudice to this, the Company will do everything necessary to avoid delays in the confirmed delivery dates.

    4. Notwithstanding this, Crippa should do everything necessary to ensure on-time deliveries and avoid delays in confirming shipments.

 

  1. Delivery procedure.

    1. The delivery of Crippa Machine must be understood ex works, unless otherwise provided in the Order Confirmation.

    2. When the Crippa Machine is delivered to the courier all risks - related to the products - are transferred to the purchaser, even if carriage free clause or re-debit invoice clause was stipulated before. Afterwards, no claims could be demanded to Crippa S.p.a. in case of breakdowns, thefts, delays, and in general for any damages occurred during transport.

    3. In case of missed collection and/or delivery refusal, Crippa S.p.a is excused from every liabilities linked to the custody of products. This exclude any formal notices.

 

  1. Complaints.

    1. Within the limits of these General Conditions and of timely charge, the purchaser must inform the Company within 5 days and in written form if the deliveries are incomplete or display clear defects. Otherwise, all contract and legal warranties will be considered expired.

    2. In the event that the Customer makes disputes pursuant to the previous art. 11.1., the Customer shall properly preserve the Supply, in order to allow Crippa the verification of the complaint. In any case, the Customer shall refrain from using the Supply. Otherwise, the complaint shall be deemed not to have been made.

 

  1. Warranties.

    1. Within the limits of the provisions of these General Conditions and only in case of timely complaint, Crippa undertakes to remedy and fix any Supply’s deficiencies which descend from a material defect or from the manufacturing within 12 months from the single piece delivery date or, if it occurs earlier, until reaching 2000 hours of use of the Crippa Machine. This is without prejudice to the application of Article 8 and Article 12.8.

    2. Contingent defects and deficiencies does not entail the termination of the Contract and don’t confer to the Customer the title to ask for a compensation. Although, Crippa S.p.a. recognizes the Customer the right to obtain that the defective products will be repaired or replaced. Crippa S.p.a will optionally choose which remedies is better to adopt. In the last case the substitute piece shall be consider as property of Crippa S.p.a.

    3. For all the reasons above-mentioned, the Customer will not raise any further claim towards Crippa S.p.a. based on any titles or reasons, in particular on loss of earning and on damages due. Crippa cannot be held liable for any consequential damage suffered by the Customer due to a malfunction of the Crippa Machine.

    4. Deficiencies descended by the irregular use or/and by the normal decline of the products are excluded from warranty hereto.

    5. The products exposed as defective should be given back - carriage free - to Crippa S.p.a.. The products must be returned with a regular shipping note, with a trade invoice or a trade seal issued by the Company and with a technique report about the deficiencies observed.

    6. The guarantee referred to in this Article does not include in any case the costs of transport, shipping and any transfers that the staff of Crippa must carry out to ascertain, verify, fix and remedy the deficiencies reported.

    7. In no way contingent claims related to the material used will give the right to the Client to interrupt or delay - entirely or in part - the payment within the established terms.

    8. The guarantee referred to in this Article does not apply:

  • if the defect occurred after the warranty period ends;

  • ff the Crippa Machine has been used improperly, altered or has undergone modifications of any order and grade without the relevant written permission of Crippa; or has been subjected to external environmental agents that do not conform to its characteristics; or has been subjected to any other circumstances for which Crippa cannot be held responsible. The judgment regarding the causes of exclusion of the guarantee will be at the sole discretion of Crippa.

 

  1. Method of Payment.

    1. The payment terms and conditions are those referred to in the Order Confirmations.

    2. The Crippa’s invoices payment delay after the deadline - even only partial - will be caused the charge of the interests pursuant to Italian Legislative Decree No 231/2002, without any notice of default.

    3. It is understood that the failure or delay in payment - even of a single deadline or invoice – involves the Customer’s loss of the benefits of the term for the entire amount invoiced. Therefore, the entire amount invoiced will then be due and payable.

    4. In cases explained above, Crippa S.p.a. shall be entitled to suspend the fulfilment of the order in progress and/or the delivery of Crippa Machine and/or the execution of further Crippa Services until the full payment of the balance amount due. In this case, the Crippa’s conduct must be understood as an exception of non-compliance and, consequently, the Customer will not be entitled to any compensation or indemnity.

    5. In case of non-payment, even partial, Crippa will be entitled, pursuant to art. 1460 of the Italian Civil Code, to suspend the contractual guarantee measures, until the full payment of the balance amount due.

 

  1. Retention of title.

    1. The transfer of ownership of the Crippa Machines covered by the contract takes place at the time of delivery of goods to the carrier in charge of transport.

    2. By way of derogation from the provisions of Article 14.1, in the event, according to specific contractual arrangements, that the payment of Crippa Machine must be made, in whole or in part, after delivery, Crippa Sp.a. will retain the property of the Crippa Machine until the payment in full has been received, thus constituting a sale with a reserved domain agreement pursuant to art. 1523 of the Italian Civil Code. In order to make the retention of title enforceable against the third party, Crippa may proceed with the necessary transcripts of the contract at the expense of the Customer.

    3. In the event that the object of the Supply is a retrofitting service, Crippa has the right to retain the goods until payment of the relevant invoice.

 

  1. Personal data processing.

    1. The personal data provided by the Customer will be stored and processed in compliance with the provisions of EU Regulation 679/2016, as specified in the privacy policy "Information Customers and Supply" published on the website www.crippa.it.

 

  1. Communications with Customer.

    1. Per ogni comunicazione ufficiale inerente alle forniture ricevute, il Cliente è tenuto a comunicare il codice dell’articolo e il numero di matricola della macchina. In caso contrario, l’Azienda non sarà tenuta ad effettuare alcuna attività di assistenza.

    2. For any communications related to the supplies received, the Customer is required to communicate the item code and the serial number of the machine. Otherwise, Crippa is not required to carry out any assistance services.

 

  1. Applicable law and jurisdiction.

    1. The General Conditions and the contracts signed between Crippa and the Customer are governed by Italian law.

    2. Any dispute which may arise between the Parties - and which may not be settled amicably - shall be subject to the exclusive jurisdiction of the Court of Como.

 

  1. Final clause.

    1. No additions, modifications or waivers to these General Terms and Conditions shall be valid unless expressly approved in writing by the Parties.