These general terms of supply are intended for all sales offers and all sales made by CMZ Sistemi Elettronici S.r.l. (CMZ) towards a purchaser company (Customer). All sales realized by CMZ are ruled exclusively by the following General Terms of Supply; any clause or sale condition issued by the Customer declines if it conflicts with following conditions.
1. PRODUCTS’ FEATURES
1.2. The Customer acknowledges that the product supplied includes a software whose intellectual property is owned by CMZ. This software is free granted even when given in assignment to third parties. If in the software there are parts given to CMZ by third parties, the valid conditions are described in the software manual. Specific conditions shall be written in the order.
2. ORDERS ACCEPTANCE
2.1. The orders acceptance is valid only in written form. Orders must be sent to email@example.com
2.2. The orders issued by the Customer must always indicate the offer number, the exact description of the goods with product code, quantity, unit and total price, payment and delivery terms, delivery address and eventual further instructions for the consignment.
2.3. The order is considered accepted by CMZ when the Customer receives the order confirmation issued by CMZ. In case the order is preceded by an offer issued by CMZ, the offer must be considered valid within a maximum of 60 days unless otherwise indicated. The sales agreement is in any case considered definitive when the order confirmation is issued by CMZ.
2.4. The sales is concluded through the order confirmation issued by CMZ; if missing, current laws will be applied. The supplies include only what has been expressly specified in the order confirmation, or what has been agreed in writing.
2.5. The Customer has the right to cancel or modify an order within 48 hours from the receipment of the order confirmation. After that time, CMZ reserves the right to refuse any variation and/or to charge an amount for an already partial execution.
3.1. The minimum invoice amount is of 150,00 € net.
3.2. The prices of the goods are indicated in the order confirmation and, if not differently specified, they are intended expressed in Euros, net of VAT. They include packaging suitable for delivery. The shipping costs, if not differently specified, are always excluded and will be charged to the Customer.
3.3. CMZ may modify or revoke, at any moment, the prices indicated in the offer or in the price lists. Eventual changes to the prices may however occur if the costs of the materials will increase and will be communicated in advance to the Customer within a reasonable time. For current orders, the revision will have to be accepted in any case.
4.1. Payment terms are mandatory. Payments must occur in the terms as indicated in the invoice or in other accounting document issued by CMZ.
4.2. CMZ keeps the authority to:
a) modify the payment terms in case the Customer is insolvent for previous orders
b) agree further payment extensions with banking guarantees.
4.3. The Customer cannot, for any reason, promote actions or counterclaims against CMZ or raise exceptions for eventual breaches of contract by CMZ. Eventual deviations from this prohibition will have to be approved by CMZ.
5. LATE OR MISSING PAYMENT
5.1. The delay in the payment of invoices, even partial, will cause the immediate effect of the charge interests.
5.2. The delayed or missing payment of the invoices authorizes CMZ, without prejudice to any other action, to request the advance payment of other supplies or to consider the agreement suspended or solved, or to suspend or delete other ongoing agreements, and the Customer will not have any right to demand compensation or reservation indemnity. The Customer is obliged to compensate all damages due to missing execution of the agreements.
6. DELIVERY DATE
6.1. The delivery dates of the goods are valid from the date of order receipment, they are calculated in working days and they’re always indicative. Goods are considered delivered when ready for collection and put at disposal to the Customer, the Carrier or Shipping agent.
6.2. CMZ will fulfill the orders in the time agreed considering its organizational and commercial needs, even with separate deliveries which since now the Customer agrees to accept. The reduction of ordered quantities will be responsibility of the Customer who is however committed to their collection.
6.3. In case of eventual delay, no penalty will be refunded to the Customer. In case CMZ handles with delay the deliveries agreed in the order, the Customer will not delete the purchase order or return eventual goods already despatched related to the same order.
7. DELIVERY TERMS
7.1. Goods are delivered to the Customer according to Incoterms® 2020 agreed between CMZ and the Customer in the commercial offer or according to the standard sales conditions reserved to the Customer. Different or specific delivery terms must always be previously agreed or authorized.
7.2. Unless otherwise agreed, the delivery is intended FCA from CMZ Sistemi Elettronici S.r.l.
7.3. The Customer is responsible for the pick-up delivery of all ordered quantity. Any damages, shortages or rigging of the received materials must be opportunely notified to the Carrier o the Shipping agent (in case of FCA delivery terms) or directly to CMZ (in case of transport at our charge). In case of switches or discrepancies between ordered and received models and/or quantities, please contact us: firstname.lastname@example.org
8.1. CMZ guarantees the goods for the quality of materials, for the manufacturing and for compliance to technical specifications and tests when required. In case of product defect within the warranty period, CMZ after preventive analysis will provide the replacement or repair of the products at its premises.
Eventual damages due to missing productions will not be paid by CMZ. The Customer will not have the right to deduct any sum for injury directly from the payments that will have to be made for current or already occurred deliveries.
8.2. In case CMZ is required to make the intervention under warranty outside its premises, all labor and travel costs will be on exclusive charge of the Customer.
8.3. Unless otherwise indicated in the offer or in the order confirmation, the warranty covers 24 months for Hardware and 12 months for Software of any kind, from the delivery date or the testing date if this is specified.
8.4. Warranty is effective only for goods directly purchased from CMZ or its authorized distributors.
8.5. CMZ shall be liable only for damages directly caused by its own negligence. CMZ shall under no circumstances be liable whether in contract, tort or otherwise for any indirect, immaterial or consequential loss or damage whatsoever, including, without limitation, loss of business operation, loss of use, loss of anticipated business or profit, or any other financial or economic loss even if foreseeable and resulting from CMZ’s negligence.
8.6. The Customer acknowledges that the unauthorized manipulation of every software leads to warranty expiration and allows CMZ to take legal procedures to protect its property. Eventual damages caused by manipulation by the Customer are at its expenses and no responsibility shall be charged to CMZ.
8.7. Goods are not accepted for repairs without prior authorization from CMZ. The form for requesting can be downloaded from website www.cmz.it/repairs/
9. TECHNICAL SUPPORT AFTER SALES
9.1. CMZ has a dedicated office to provide support and consulting to the Customers. The purchase orders received by CMZ from the Customer, if not clearly indicated, do not include any commissioning or after sales activity. For this purpose, a Technical Support Contract must be issued to rule any of these activities, which must be signed by CMZ and by the Customer. In case of no agreement among the parts, CMZ reserves the right to charge the hours/travels incurred to the Customer. All that is above mentioned is to be intended with exception for products and services under warranty.
10.1. CMZ reserves the right to make implementations and technical and/or aesthetic improvements to its products that, without modify the basic features of the goods and their usability, can make the functioning safer and easier. These discrepancies cannot imply the resolution of the supply agreement.
11. RETENTION OF TITLE
11.1. The products are intended as sold under reservation of title that will be transferred to the Customer at the moment of their complete delivery.
11.2. The Customer undertakes the obligation to not disclose any notice of which it comes into possession through the supply relationship, that may affect CMZ’s privacy about prices, technologies, materials, schemes, technical solutions and customers names. From information are excluded what is of public domain and what comes from commercial tools and/or official documents of CMZ. The Customer undertakes the duty to involve its personnel, suppliers and whoever in relation in not spread information. In case it’s noticed and proven a non-compliance to this confidentiality, CMZ reserves the right to suspend any supply as well as to take legal actions.
12. TRADEMARK POLICY
12.1. The supplies don’t give to the Customer any faculty about the use, in any way, of the trademark of CMZ Sistemi Elettronici S.r.l., even if made under a contractual permanent or recurrent business relation.
12.2. The Customer must communicate previously and in writing to CMZ marketing office any sales campaign, promotional or advertising activity related to the goods having CMZ trademark, 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. CMZ will evaluate this request for authorization and will agree or disagree, directly or through the society having the property of the trademark. The missing answer to the request, will be intended as denial and will never be intended as silent consent.
13. FORCE MAJEURE
13.1. Any non-compliance by CMZ will be justified in case of force majeure. The following causes are included: total or partial interruption and/or suspension of work due to any trade union action or strike including company strikes, malfunctions and/or stop of production equipment, delays due to suppliers, difficulties in materials supply and transport interruptions.
14. LAW AND JURISDICTION
14.1. These General Terms of Supply are governed by Italian law. Any dispute will be settled by the courts of the place in which CMZ registered office is located; the territorial competence is exclusively that of the Court of Treviso.
In case of supply of softwares custom-made by CMZ, we hereby communicate that:
1. All the technical features of the software are requested by the Customer. If CMZ is required to give a contribution in their definition, the Customer assumes any responsibility. No responsibility will be charged to CMZ.
2. The offer for price and leadtime of the software are given by CMZ, after the technical specifications are given by the Customer and their acceptance by CMZ.
3. CMZ starts to realize the software only after the order receipment has been issued by the Customer.
4. Costs and leadtimes may vary in case of delays or further specifications added by the Customer after the order receipment. A new delivery date and additional costs will be discussed with the Customer.
5. Unless otherwise specified in the offer, the software will be realized at CMZ’s premises.
6. Unless otherwise specified in the offer, the initial start-up at the Customer’s premises is not included.
7. Unless otherwise specified in the offer, the software has a warranty of 12 months starting from the software testing. The testing must be carried out within 30 days from the consignment date of the software. If the testing is not carried out within 30 days, the warranty validity starts in any case after 30 days from the consignment date.
8. The testing document is drawn up by CMZ together with the Customer. This document can also include notes about eventual unimplemented functionalities written in the order specification but not implemented, or implemented functionalities which were not specified in the initial order.
9. Any requested changes, additions or cancellations which can be requested by the Customer, must be discussed and approved by CMZ and can bring to a new offer or contract with new cost and leadtime. In case no agreement is reached, the contract is considered closed and the Customer must pay all costs sustained by CMZ up to that time.
10. Eventual modifications to the software (added after the consignment and in any case within the warranty validity) are discussed each time to establish if they can be considered under warranty or out of warranty as not included in the initial specifications.
11. Eventual modifications or additions required by the Customer after the warranty validity, are always valuated with a new specification and a new sales offer.
12. The software warranty expires if the Customer manipulates it within the warranty period.