General Terms and Conditions of Sale

The terms and conditions of sale set forth below govern all sales made by Coremo Ocmea SpA (hereinafter referred to as “Coremo” for brevity) to its Customers; the term “Customer” always refers to the company in whose name the invoice accompanying the order is issued, even if the goods are subsequently resold to third parties. Terms and conditions different from those set forth below may apply to specific commercial transactions, but only if they have been agreed upon in advance and confirmed in writing by Coremo specifically for each order. No sales representative is authorized to modify these terms and conditions of sale without prior written confirmation from Coremo’s Sales Department.

Order

The order is considered definitively finalized upon receipt of the copy countersigned by the customer as acceptance. If this copy is not received within 5 business days immediately following the order date, Coremo shall have the right to consider the order fully accepted and, therefore, proceed with its fulfillment or cancel it.
In the case of the supply of non-standard products (i.e., those not listed in the catalog), please note that all technical specifications 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 provide written approval within 5 business days of Coremo’s submission of the drawings will be deemed tacit consent, and Coremo will therefore be authorized to begin fulfilling the order without further notice to the customer, who will be billed for the order as specified.

Prices

The price indicated in the order confirmation sent to the Customer by Coremo is valid and effective for the supply described therein, net of VAT, which is not included in Coremo’s price list and is to be charged to the customer separately. Unless otherwise agreed, prices are to be considered ex Coremo warehouse in Assago (MI), Italy. Shipping to the Customer is not included in the price, and the goods are always shipped at the Customer’s own risk. Packaging is included in the price; Coremo is responsible for selecting the packaging that is technically most suitable for transporting the goods. The minimum amount that may be charged to the Customer for a single order is 100.00 euros.

Payment Terms

The payment terms stated on the order confirmation sent to the Customer apply to the order in question; payment terms are subject to change without prior 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 they are ready for shipment. All payments must be made in euros. Delays in the shipment of goods shall not, under any circumstances, result in an extension of the payment terms. Coremo reserves the right to charge a monthly interest rate of 1.5% on late payments.

Properties

Ownership of the goods remains with Coremo until full payment has been made. In the event of the Customer’s insolvency and/or failure to meet payment terms, Coremo reserves the right to recover the goods.

Delivery

The applicable delivery terms are those stated in the order confirmation sent to the Customer and will be honored by Coremo except in cases of force majeure. Coremo accepts no liability for any claims for damages by the Customer in the event that delivery is delayed beyond the date indicated on the order confirmation. If Coremo is required to store goods at the Customer’s request after they are ready for shipment or due to payment delays, the storage of the goods shall be at the Customer’s expense and risk. Upon delivery, the Customer is required to report to the carrier any damage found, missing packages, or tampering with the packages, and to describe such issues on the shipping document. Verbal complaints alone will not be accepted.

Warranty

Coremo warrants its products against any defects in materials or workmanship for a period of 12 months from the invoice date. Any defects discovered by the Customer must be reported to Coremo by registered letter no later than 5 business days from the date of discovery; the parts deemed defective must be shipped to Coremo, with shipping costs borne by the Customer. For goods found to be defective following a joint inspection by both parties, Coremo’s liability is limited to free replacement or repair, and no other expenses or damages may be claimed under any circumstances. The warranty does not apply to products that have been subjected by the Customer to misuse, improper use, negligence (including, but not limited to, improper maintenance and storage), accidents, improper installation, modifications (including, but not limited to, the installation of non-original parts or accessories not authorized by Coremo), or 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 provides to the Customer along with a quote 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 agrees not to use Coremo’s know-how for purposes other than those strictly related to the supply, and undertakes to fully compensate Coremo for any direct, indirect, and consequential damages resulting from such improper use.

Documents and Confidentiality

The customer must review the contractual documents (purchase order, confirmations, drawings, bills of materials, technical specifications, standards, etc.) to ensure that the requirements to be met are clearly defined. If the customer believes there are omissions, incompleteness, or inconsistencies, they must immediately notify Coremo, and in any case before the start of delivery. Failure to do so means the customer assumes responsibility for any resulting nonconformities.

Changes

The customer must notify Coremo in writing of any changes to the order and/or design and/or model covered by the supply in a timely manner and, in any case, before work begins; Coremo shall not be held liable in the event of such failure to provide timely notice.

Deletion

For standard products, if the Customer cancels an order for reasons beyond Coremo’s control, the Customer will be charged a cancellation fee, the amount of which will be determined at Coremo’s discretion based on the specific characteristics of the canceled order. Orders for special products or products manufactured by Coremo according to the Customer’s specifications cannot be canceled under any circumstances and will be invoiced in full to the Customer who placed the order.

Precedence Clause

These general terms and conditions of supply, which the customer acknowledges and agrees to in full—unless otherwise specified—govern the sale and supply of Coremo products and take precedence over any conflicting clauses printed on forms used by the parties. Any differing terms and conditions will not be considered valid by Coremo unless confirmed in writing. The customer’s terms and conditions of sale will not be deemed acceptable or applicable.

Contract Termination Clause

If circumstances arise that lead to the expectation that the Customer will be unable to continue fulfilling its obligations—whether in the event of bankruptcy, a composition with creditors, or any other insolvency proceeding involving the Customer’s business, or in the event of the liquidation or sale of such business—Coremo shall have the right to terminate the contractual relationship by simple written notice.

Governing Law and Jurisdiction

This contract is governed by Italian law: for any dispute arising from this contract, the courts of Milan, Italy, shall have exclusive jurisdiction.