General Terms and Conditions of Sale

CULTRARO GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL PROVISIONS

These General Terms and Conditions of Sale shall apply and regulate, even in absence of
express reference, the supply of Cultraro’s products (herein after, collectively, referred to
as the “Product/s”) as better described in the relevant written offer (hereinafter referred
as the “Offer”) submitted by Cultraro to its customers (herein after the “Customer/s”).
Therefore, unless otherwise expressly stated in the Offer or expressly agreed in writing by
Cultraro (it being however understood that in such case the terms of the Offer will prevail
on any other different document of the Customer) any different terms including those
contained in any document issued or sent by the Customer (such as, but not limited to, the
Customer’s purchasing standard terms and conditions as well as any provision contained
in the Customer’s request of quotation, or in other Customer’s technical specifications)
shall not be considered valid and effective and shall not regulate in whatsoever manner
the business relationship between Cultraro and the Customer, nor can they be opposed to
Cultraro.

2. OFFER – PRICE

The prices stated in the Offer:

(i) are referred to the minimum purchase volumes therein indicated and subject to
the indemnification mechanism, described in each Offer, in order to indemnify
Cultraro against any negative impact related to any case of lack of volumes;
(ii) are not comprehensive of VAT or of any other applicable taxes or duties, as
well as of any service not expressly mentioned in the Offer and therein
qualified as included;
(iii) are subject to increase revision based on a price adjustment formula described
in the Offer.

The terms and methods of payment are stated in the Offer, to which express reference is
made.

3. ORDERS

Any order issued to Cultraro shall be deemed accepted only if expressly accepted in
writing by Cultraro. In any case it is understood that any purchase order which is not
expressly accepted or rejected within 5 (five) business days shall be deemed as not
accepted. Once the purchase order has been accepted by Cultraro, the Customer may not
cancel or change it anymore.
4. INTELLECTUAL PROPERTY RIGHTS

Cultraro is and remains the sole exclusive owner of any and all the intellectual property rights (including copyrights, models, drawings, specifications, prototypes, inventions and

know-how) connected and or related to the Products supplied and/or to any activity
carried out in the context of the supply. No license of any kind will be granted in favor of
the Customer. The Customer shall remain liable vis a vis Cultraro and shall indemnify and
keep Cultraro harmless for any infringement of any third party’s right related to any
information/data or drawing provided by the Customer. Cultraro declares, according to its
knowledge, that it is not aware of any claim of third parties concerning the breach of
intellectual property in relation to the Products, it being understood however that Cultraro
shall not be considered liable for the case in which any breach in such respect shall occur
and the Customer irrevocably waives to any related action or claim against Cultraro in
such respect.
5. TOOLING

Unless otherwise agreed in writing between Cultraro and the Customer or differently
provided in the Offer, it remains understood that if for the execution of the supply of the
Products it results necessary to use any specific tooling or in any case it results necessary
for Cultraro to make any investment in relation to any tooling, any and all costs arising
out in such respect, as better identified and described in the Offer, shall be borne by the
Customer only. It remains understood that in all cases Cultraro is and remains the sole
owner of such tooling irrespectively of the fact that the Customer has funded (totally or in
part) the costs related to such tooling.

6. DELIVERY

In the event of failure of delivery or tendered delivery the following conditions shall
apply:
a) for any non- compliance with the quantities received by the Customer respect to
those mentioned in the order accepted by Cultraro, Cultraro shall not be considered liable
for any under-shipping within a tolerance limit equal to 5% (five per cent) of the
Products shipped versus those ordered;
b) in any case of under shipping , the Customer undertakes to issue a written and
detailed notice to Cultraro not later than 8 (eight) business days following the receipt of
the Products. In such a case and provided that the lack of Products is not due to any force
majeure event or to an event beyond Cultraro’s control (in such case Cultraro shall not be
deemed liable in whatsoever manner), Cultraro shall arrange at its cost and care an urgent
delivery related to the missing Products. It remains however understood that any notice
notified to Cultraro by the Customer beyond the above mentioned time limit of 8 (eight)
days, shall be considered to all effects as barred and therefore the Customer shall not be
entitled to any whatsoever remedy or legal action against Cultraro;
c) the Customer remains obliged to pay the price for any Product received in excess
respect to the relevant quantity ordered;
d) the delivery dates indicated in the Offer or in the order accepted by Cultraro are
only approximate and, however, Cultraro shall not be liable for any delay staying within a
grace period of 10 (ten) days following the respective due date. In case of delay exceeding
such tolerance period the Customer shall send a written formal notice, and Cultraro shall arrange, at its costs, a specific delivery, on urgent basis, in order to provide the delayed

Products to the Customer as soon as reasonably practicable.

It remains agreed and understood thatthe remedies described under points (b) and (d)
herein above shall constitute the sole and exclusive remedy available to the Customer
which expressly waives to claim any other cost or damages/remedy or claim in general,
even if provided by law or to start any legal action against Cultraro;
7. CULTRARO ’S MAXIMUM TOTAL LIABILITY

IT IS UNDERSTOOD BETWEEN THE PARTIES THAT CULTRARO’S TOTAL AND CUMULATIVE
LIABILITY REFERRED TO CLAIMS WHETHER IN CONTRACT, TORT, PATENT INFRINGEMENT, OR
OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SUPPLY OF
THE PRODUCTS (INCLUDING THE PERFORMANCE OR NON-PERFORMANCE OF ANY
OBLIGATION THEREOF) SHALL NOT EXCEED FOR EACH YEAR OF THE SUPPLY RELATIONSHIP
IN AGGREGATE AN AMOUNT EQUAL TO THE PAID TURNOVER IN THE PREVIOUS YEAR, WHICH
ANYHOW SHALL NOT EXCEED THE TOTAL AMOUNT OF € [__] PER YEAR. HOWEVER,
CULTRARO SHALL NOT BE HELD LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT) RESULTING FROM CULTRARO’S
PERFORMANCE OR FAILURE TO PERFORM HEREUNDER WHETHER DUE TO A BREACH OF
CONTRACT OR TORT.

8. WARRANTY (LIMITATIONS AND EXCLUSIONS)

8.1 Cultraro declares that the Products are free from Defects (for the sake of clarity
“Defects” means any non conformity of the Products respect to the technical
specifications described in the Offer) for a period equal to [] months following the
relevant date of delivery of the Products to the Customer or the cycle of life of the
Product described in the Cultraro’s technical specifications, whichever comes first,
provided that the Products are used and stored according to the instructions and guidelines
described in the Offer. Should a Defect be found within the warranty period above, the
Customer will send a written claim to Cultraro with a detailed technical description and
analysis of the Defect. For hidden Defects the Customer shall send the claim not later than
15 (fifteen) calendar days from the discovery, for visible Defects the Customer shall send
the claim within 30 (thirty) calendar days starting from the relevant delivery date. Any
claim notified beyond the above mentioned time limits (i.e. 15 or 30 days as the case may
be) shall be considered to all effects as barred, therefore, the Customer shall not be
entitled to any whatsoever rights or remedies in such respect against the Seller.

8.2 It remains however understood that: (i) the Customer may not avoid / withhold or offset

payments due in favor of Cultraro on the basis of any alleged Defects and / or non conformities
in general referred to the Products
(ii)
Cultraro shall not be considered liable and no warranty whatsoever is granted for any non-conformities not consisting in a

Defect, therefore the Customer hereby irrevocably waives to any action/claim or remedy
(even if provided by law) in such respect.

8.3 If Cultraro accepts in writing the Customer’s warranty analysis, Cultraro will send

free of charge a new Product replacing the defective one or, at Cultraro’s exclusive
choice, shall reimburse to the Customer the price paid for the Product recognized by
Cultraro as defective. The above mentioned remedy is in favor of the Customer only and
it is intended to be the sole one available for the Customer which expressly waives to any
other different remedy, even if provided by law. However, Cultraro shall not be
considered responsible for any whatsoever further, indirect or different
liability/claims/damages/costs/expenses (including, but not limited to, those referred to
the use of the Product) even if provided by law, and the Customer hereby irrevocably
waives to any other liability/claims/damages/costs against Cultraro.

8.4 For further and more detailed terms and conditions of warranty make reference to the
dedicated section contained in the Cultraro Offer.

9. APPLICABLE LAW – VENUE

9.1 The present General Terms and Conditions of Sale and all the agreements executed
between the Seller and the Customer shall be governed by Italian Law.
9.2 All disputes, legal suits, actions arising out or in connection to these General Terms
and Conditions of Sale (including those related to any supply/use of the Products) will be
submitted to the exclusive jurisdiction of the Court of Turin (Italy).

10. CONFIDENTIALITY

The Customer undertakes: (i) not to disclose to any third party, without prior written
consent of Cultraro, any Confidential Information; (ii) to use such Confidential
Information exclusively for the purposes related to the business relationship entered into
with Cultraro and referred to the supply of the Products; (iii) not to copy and not to allow
others to make copies, extracts, notes or processing of any act or document containing the
Confidential Information and to put in place all the necessary measures aimed at protecting
the confidentiality of the Confidential Information. For the purpose of this article 10
Confidential Information means any documents, financial data, processes, news,
projections, estimations and other data, know-how, software, technology, trade secrets,
prices/technical data referred to the Products, marketing information and any other
commercial information disclosed by Cultraro also if not expressly qualified as
“confidential”).
The Customer declares and expressly guarantees that the Confidential Information will be
made available only to the personnel who needs the Confidential Information.
The confidentiality obligations referred to in this Article shall remain in force during the
entire business relationship related to the supply of the Products and also for further 5
(five) years following its termination.

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