GENERAL TERMS AND CONDITIONS OF SALE 

SCOPE OF APPLICATION

Art. 1.1 – These general terms and conditions of sale (“GTCS”) apply to all contracts entered into by CARGORAN (“Daken S.p.A.”) in relation to the sale of its products (“Products”) to third-party purchasers (“Customers”).

Art. 1.2 – Considering that these GTCS are intended to govern relations with a heterogeneous multitude of Customers, who may from time to time, and according to the definitions set out in the so-called Consumer Code, qualify either as consumers or as professionals, it is understood that where a Customer qualifies as a consumer, the provisions of these GTCS that may conflict with the Consumer Code shall not apply in favour of the consumer protection rules, without this resulting in the nullity of these GTCS, which shall in any case remain valid and effective in their entirety with regard to the regulation of Contracts entered into between the Company and professional Customers. 

Art. 1.3 – For the purposes of these GTCS, the Company and the Customer are also jointly referred to as the “Parties” and individually as a “Party”.

CONCLUSION OF THE CONTRACT AND KNOWLEDGE OF THE GTCS

Art. 2.1 – In order to be made known to the public, these GTCS are published on the Company’s website (www.cargoran.com )

The publication of the GTCS on the Website is intended to make them easily available and accessible and therefore immediately knowable by using ordinary diligence, pursuant to Article 1341, paragraph 1, of the Italian Civil Code.

Art. 2.2.  Order. Each purchase by the Customer is made by submitting a specific purchase order (“Order”). The Order may be submitted through the Website; in any case, the Order shall be followed by a specific order confirmation (“Order Confirmation”). The absence of an Order Confirmation shall be understood as a rejection of the Order.

The Order together with the relevant Order Confirmation shall constitute a single sales contract (“Contract”).

Art. 2.3. – Content. Both in the Order and in the Order Confirmation, the following must be specifically indicated: (i) the type of Products requested, (ii) the relevant quantity, (iii) the price paid, (iv) the delivery times and related methods (including the delivery address), (v) the contact details for communications.

DELIVERY

Art. 3.1 – As regards the delivery methods and timing of the Products, the provisions set out in the Order and in the Order Confirmation shall apply.

As a general rule, and unless otherwise specifically requested, delivery shall be made to the address indicated by the Customer in the Order.

Art. 3.2. In any event, as regards delivery times, it is understood that they shall in any case be indicative, and not mandatory, and shall be subject to a tolerance period of up to 15 (fifteen) days compared to the timing indicated in the Order Confirmation.

Art. 3.3 – Should a force majeure event occur, with specific reference also to national and company strikes, accidents, disruptions, interruption of transport, customs prohibitions, wars, and in general any event that makes performance excessively burdensome or impossible, each Party shall have the right either to withdraw from the contract concluded by virtue of the Order Confirmation or to extend the delivery term by a period equal to the duration of the aforesaid event. Should either Party exercise withdrawal pursuant to this article, the Customer shall only be entitled to the repayment of the sums paid in advance, to the exclusion of any compensation for damages.

PACKAGING

Art. 4.1 – The packaging methods are the standard ones generally adopted by the Company in relation to the nature of the goods, as well as being suitable to ensure adequate transport of the Products.  

Art. 4.2 – Upon receipt of the Products, it is the Customer’s responsibility, before signing any documentation relating to the delivery and from which unconditional acceptance thereof may be inferred, to immediately verify (i) the quantities of Products received and (ii) any visually apparent damage/defects to the packaging. In the event of any issues whatsoever in relation to such aspects (quantity and integrity of the packaging), the Customer shall report such circumstance to the carrier before the latter is released.

Should the carrier be released without the Customer having raised any complaint and without any reservation being recorded on the transport documents, the Products shall be deemed definitively delivered in the ordered quantity and free from any defect and/or damage as regards the packaging.

DEFECTS AND WARRANTY

Art. 5.1 – With regard to the identification of any apparent defects and/or flaws in the Products, the Customer shall have 14 (fourteen) days from receipt of the Products to submit a written complaint to the Company. Therefore, with reference to the identification of apparent defects, it is the Customer’s responsibility, once the Products have been received, to unpack and inspect them within the above-mentioned term. Upon expiry of such term without action, the Products shall be deemed free from any apparent defect and therefore fully accepted without reservation. 

Art. 5.2 – In relation to any hidden defects, the 14 (fourteen)-day term shall run from the actual discovery of the defect, it being understood that in any case a defect may not be considered hidden if it could have been identified through a summary visual inspection of the unpacked Product or in any case a defect identifiable by using the diligence expected from an entrepreneur operating in the specific product sector to which the Products belong. Therefore, it is understood that no complaints shall be accepted in relation to all those Products which, once received, the Customer has directly stored away, postponing over time the removal of the packaging and/or the visual inspection thereof. 

The Parties agree that after one year from receipt of the Products has elapsed, it shall no longer be possible for the Customer to raise any objection in relation to any hidden defects. Any more favourable provision under the Consumer Code shall remain unaffected where the Contract has been concluded with a consumer Customer.

Art. 5.3 – Every complaint shall be supported by appropriate documentation, including photographs or videos, evidencing the defects complained of in relation to the Products.

Art. 5.4. – From receipt of all documentation, the Company shall have 5 (five) days to inform the Customer whether or not the Products are covered by warranty.

If so, at the Company’s sole discretion, the Customer shall be informed whether the Products will be replaced, repaired and/or whether a credit note will be issued for use in future Orders.

Art. 5.5 – In any case, the following are excluded from the warranty:

-       breakdowns or malfunctions resulting from failure to comply with assembly or usage instructions, external causes affecting the goods, negligent maintenance or installation;

-       damage or malfunctions due to normal wear and tear;

-       breakdowns or malfunctions resulting from tampering with the Products and/or replacement of parts with unauthorised spare parts;

•       damage resulting from the use of the Products for purposes other than those for which they were designed.

PAYMENTS AND INVOICING

Art. 6.1 – Payment is made at the time the Order is finalised. The Order Confirmation shall only be issued once payment has been made. The Company shall then issue the relevant tax document depending on whether the Customer is a consumer or a professional, or depending on any other circumstance that may be relevant.  

COMMUNICATIONS

Art. 7.1 – All communications referred to in these GTCS shall be made by email to the contact details indicated in the Order and in the Order Confirmation.

COURT OF JURISDICTION AND APPLICABLE LAW

Art. 8.1 – Without prejudice to cases where the Customer qualifies as a consumer under the Consumer Code, in all other cases any dispute concerning the interpretation, performance, invalidity or termination of these GTCS or of a specific Contract shall fall under the exclusive jurisdiction of the Judicial Authority of Bari.

In any case, each Contract as well as these GTCS shall be governed by Italian law, with the express exclusion of the application of conflict-of-law rules under Law 218/95, as well as the 1980 Vienna Convention on the International Sale of Goods.

8.2 In all cases where the Customer qualifies as a consumer pursuant to the Consumer Code, these GTCS shall consequently be interpreted and applied in harmony with, and taking into account, the provisions of such consumer protection legislation.

MISCELLANEOUS

Art. 11.1 – Under no circumstances does the conclusion of the contract grant the Customer any right to the Company’s intellectual property, with the consequence that any distinctive sign, trademark and/or know-how attached and/or connected to the Products shall remain the exclusive property of the Company, and the Customer is expressly prohibited from reproducing and/or using the same without the Company’s express authorisation.

Art. 11.2 – Each Order and the related Order Confirmation correspond to a single, independent sales Contract. Therefore, under no circumstances may subsequent and repeated Orders by the Customer, even if relating to the same types of Products, be considered and/or qualified as forming part of a single supply agreement, or as referring to the same sales Contract or in any event to any “framework agreement” between the Parties, unless such situations have been expressly provided for and agreed in writing.

Art. 11.3 – Under no circumstances shall the Company be liable to the Customer for any damage caused to the Customer or to third parties as a result of tampering with the Products, use of the Products for purposes other than those for which they are intended according to the technical specifications indicated by the Company, or replacement of Product parts with spare parts not supplied by the Company. Outside the above-mentioned cases, the Company shall be liable only for direct damages suffered by the Customer and within the limit of an amount equal to 30% (thirty) of the price referred to in the Order Confirmation relating to such Product. Without prejudice to mandatory statutory limits, the Company shall not be required to compensate the Customer for loss of profit and/or any indirect and/or consequential damages. In any case, the Company shall not indemnify the Customer for any damages, on any grounds whatsoever, which the Customer may be required to compensate to third parties.

Art. 11.4 – The Customer agrees not to disclose, use, export or re-export, either directly or indirectly, the Products, except in full compliance with all applicable export control laws and regulations.

Art. 11.5 – In interpreting these GTCS, reference shall be made to the proper meaning of the terms as commonly used in the Italian language, except for those terms expressly defined and consequently indicated with an initial capital letter, which shall therefore be interpreted according to such specific definition. The headings of the articles, where present, are inserted for descriptive purposes only and may not be used to interpret a given article in a manner inconsistent with what emerges from the content of the article itself.

Art. 11.6 Privacy. The Company has implemented the additions and amendments made to personal data protection law by EU Regulation 679/2016 (GDPR) and the Italian Privacy Code (Legislative Decree 196/2003) as amended by Legislative Decree 101/2018. By accepting these GTCS, the Customer declares to have read on the Website the information notice provided pursuant to Articles 13 and 14 of the GDPR regarding the processing of personal data.

ACCEPTANCE OF THE GTCS

By placing an Order on the Website, the Customer declares that they have read, understood and fully accepted these General Terms and Conditions of Sale.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code, as well as Articles 33 et seq. of the Consumer Code, the Customer expressly approves the following clauses:
3.2 (Delivery); 4.2 (Packaging); 5.1, 5.2, 5.4, 5.5 (Defects and Warranties); 8.1 (Court of jurisdiction and applicable law); 11.3 and 11.4 (Miscellaneous).

Acceptance of these Conditions is a necessary condition for the conclusion of the sales contract.