General terms and conditions of sale

The conditions of sale set forth below govern all sales made by Coremo Ocmea SpA (hereinafter referred to as Coremo for brevity) to its Customers; Customer always means the Company to which the invoice following the order is made out, even if the goods are later resold to third parties. Conditions other than those set forth below may apply to specific business transactions but only if they have been agreed in advance and confirmed in writing by Coremo specifically for each order. No representative agent has the authority to vary these conditions of sale without prior written confirmation from Coremo Sales Management.

Order

The order shall be deemed to be finalized definitively with the return of the copy countersigned by the customer for acceptance. If such copy is not received within 5 working days immediately following the date of the order, Coremo shall have the right to consider the order itself fully accepted and, therefore, to proceed with its execution or to revoke it.
In the case of supply of non-standard products (i.e., those not included in the catalog), it is specified that all technical characteristics must be indicated by the customer in the order; the relevant drawings must be provided by the customer or, if prepared by Coremo, specifically approved by the customer. Failure to give written approval within 5 working days of Coremo's sending the drawings will be considered as tacit consent and therefore Coremo will be authorized to begin execution of the supply without further notice to the customer to whom the supply itself will thus be charged as per the order.

Prices

The price indicated in the order confirmation sent to Customer by Coremo is valid and effective for the supply described therein, exclusive of VAT, which is not included in Coremo's price list and to be charged to Customer separately. Unless otherwise agreed, prices are to be considered ex Coremo warehouse in Assago (MI) - Italy. Transportation to the Customer is not included in the price and the goods always travel at the Customer's risk. Packaging of the goods is included in the price; the choice of the most technically suitable packaging for transporting the goods is Coremo's responsibility. The minimum value that can be charged to the Customer for a single order is Euro 100.00.

Payment terms

The payment term stated on the order confirmation sent to the Customer is valid for the order in question; payment terms may be subject to change without notice to the Customer. Credit to the Customer is granted at Coremo's discretion and may be revoked at any time. Goods are invoiced when ready for shipment. All payments must be made in Euros. Delay in the transportation of goods may not, under any circumstances, result in an extension of payment terms. Coremo reserves the right to charge a monthly interest rate of 1.5% on delayed payments.

Properties

Ownership of the goods remains with Coremo until the goods are paid for in full. In case of insolvency on the part of the Customer and/or failure to meet payment terms, Coremo reserves the right to recover the goods.

Delivery

The valid delivery terms are those stated on the order confirmation sent to the Customer and will be met by Coremo except in cases of force majeure. Coremo does not accept any liability related to claims for damages by the Customer in case the delivery is delayed from the date indicated on the order confirmation. If Coremo has to store goods at Customer's request after the goods are ready for shipment or due to late payment, the storage of the goods shall be at Customer's expense and risk. At the time of delivery, the Customer shall have the carrier note any damage found, missing packages, or tampering with the packages and describe it on the freight document for the goods. Verbal complaints alone will be of no value.

Warranty

Coremo warrants its products against any defects in materials or workmanship for a period of 12 months from the date of invoice. Defects detected by the Customer must be reported to Coremo by registered letter no later than 5 working days from the date of detection; parts found to be defective must be shipped to Coremo with transportation costs borne by the Customer. Goods found to be defective after contradictory examination between the two parties shall engage Coremo's liability limited to replacement or repair free of charge without any other expense or damage being claimed under any circumstances. Warranty shall not apply to products that have been subjected by Customer to misuse, misapplication, negligence (including, but not limited to, improper maintenance and storage), accidents, improper installation, modifications (including, but not limited to, installation of non-original parts or accessories not authorized by Coremo), improper repairs and overhauls. All parts subject to normal wear and tear are excluded from the warranty.

Confidentiality

All drawings and technical specifications or any other information that Coremo will provide to the Client together with a quotation or order confirmation are to be considered strictly confidential. They are the property of Coremo and may not be disclosed to third parties without Coremo's written consent.
The Customer formally undertakes not to use Coremo's know-how for purposes other than those strictly related to the supply, obligating itself to full compensation for direct, indirect and consequential damages resulting from such improper use.

Documents and confidentiality

The customer must examine the contractual documents (purchase order, confirmations, drawings, bills of materials, technical specifications, standards, etc.) to ensure that the requirements to be observed are clearly defined. If he believes that there are any deficiencies or incompletenesses or inconsistencies, he shall notify Coremo immediately and in any case before the start of the supply. If he fails to do so, he assumes responsibility for any resulting nonconformities.

Changes

Any changes to the order and/or drawing and/or model being supplied must be communicated by the customer to Coremo in writing in good time and in any case before the start of performance with Coremo being released from all liability in the event of such failure to provide timely notice.

Cancellation

For standard products, in the event of cancellation of an order by the Customer due to causes beyond Coremo's control, a cancellation penalty will be charged to the Customer and quantified at Coremo's discretion depending on the specific characteristics of the cancelled order. Orders for special products or products made by Coremo to the Customer's specifications cannot be cancelled under any circumstances and will still be billed in full to the Customer who issued the order.

Prevalence clause

These general conditions of supply, which the customer declares to know and accept in full, unless derogated, govern the sale and supply of Coremo's products and prevail over any dissimilar clause inserted in print on models used by the parties. Any and all different terms and conditions shall not be considered valid by Coremo unless confirmed in writing. Customer's terms and conditions of sale will not be deemed acceptable or enforceable.

Contract termination clause

In the event that circumstances arise such that it is foreseeable that the Client will not be able to ensure the current performance of the commitments undertaken and so much in the event of bankruptcy, composition or any insolvency proceedings against the Client's enterprise or in the event of liquidation or transfer of such enterprise, Coremo shall have the right to withdraw from the contractual relationship by simple written notice.

Applicable law and jurisdiction

This contract is governed by Italian law: for any dispute arising from it, the exclusive place of jurisdiction will be Milan, Italy.