1.1 These standard terms and conditions of sale (the “Terms & Conditions”) shall apply to any sale by Cuccolini srl Company Reg. No. 01881440356 Reggio Emilia, Italy (or any of its direct or indirect subsidiaries) (the “Seller”) of its products (the “Products”) to any person, customer, distributor, integrator, firm or other, whose order is accepted by the Seller (the “Customer”), following the distinctions supplied here below.
1.2 These Terms & Conditions together with the purchase order represent the entire agreement between the Parties for the supply of any Products, goods or services, or for any work undertaken by the Seller either in connection therewith or otherwise and supersede all prior understandings, agreements, negotiations, and communications, both written and oral.
1.3 In the event of any conflict or any inconsistencies between these Terms & Conditions and the purchase order, the provisions of the purchase order shall prevail.
2. Product lines and related warranty and assistance policies
2.1 The Seller has the right to provide different warranty and assistance policies depending on the product line supplied.
2.2 Starting from Jan 01, 2024 differentiated warranty and assistance policies are identified for produced machines, according to our product lines named BASIC and TOP. To identify the relevant warranty and assistance conditions, information included in the order confirmation and/or proforma invoice, in the appropriate chapters, will be considered valid.
2.2.1 BASIC line
The following products belong to the BASIC line: all the products from Virto Ceramics line; GLM metal detectors; the circular vibrating screens of the C-Line line in the 4M / 6M / 4N set-ups, and sizes 450 / 500 / 600 (VSB) / 800 / 900 / 1200.
For such products, the following warranty conditions apply:
- 12 months on structural parts
- non-extendable warranty period
- any assistance can only be provided remotely during the warranty period; onsite assistance for extraordinary maintenance will be supplied for a fee (Euro 800.00/day of absence from the office for every involved technician) + reimbursement of travel, food and accommodation expenses in the final balance
For further details on the set-ups connected to the Basic line, please contact the Seller’s sales service.
2.2.2 TOP line
The following products belong to the TOP line: All the circular vibrating screens of the C-Line in the 4F / 6F / 6H set-ups, all sizes and models; the nutation sieves (or tumblers) of the T-Line line (any setup); circular or rectangular X-Line multi-frequency vibrating screens (any setup); integrated systems including feeding and control system via PLC. To identify the relevant warranty and assistance conditions, information included in the order confirmation and/or proforma invoice, in the appropriate chapters, will be considered valid.
For such products, the following warranty conditions apply:
- 24 months on structural parts; to obtain this coverage, the customer must however demonstrate that he has carried out the first necessary maintenance (i.e. replacement of consumable parts) within a maximum of 1 year from the date of the tax invoice and thereafter with a periodic frequency equal to 3000 hours of work of the machine or system;
- possibility of technical assistance on the system during the start-up phase (paid service);
- possibility of technical assistance by the Seller and/or its appointed external technicians, in the place of installation of the machine or system, in order to identify causes of any malfunctions or structural breakages; this technical assistance may fall under the warranty period or for a fee depending on the type of causes identified at the basis of such breakages or malfunctions; in this regard, please remember that due attention to a correct maintenance program constitutes a fundamental preliminary action in order to exclude the main types of breakages or malfunctions. More information regarding the maintenance program is available with our Aftermarket Division.
- warranty period extendable on request
- possibility of personalized technical consultancy and operator training (in person or remotely) relating to the most appropriate maintenance methods and deadlines, to be identified based on the frequency of work and the application of the machine or system.
- possibility of technical/maintenance inspection to ensure, even after many years of operation, that the structural parts are still in good condition, with re-issuance – in case of positive testing – of the CE certificate.
For further details on the set-ups connected to the Top line, contact the Seller’s sales service.
3. General warranty policies
3.1. The warranty covers (i) workmanship and material defects in the Products and (ii) the possibility that the Products are not complying to the agreed Product Specifications.
3.2. The warranty does not apply to any Product (including components or other parts in such Products – such as rubber covers, mesh fabrics, gaskets, hoses, etc. – or to the software of any Product) that:
(a) Has been subjected to abuse, misuse, neglect, improper storage, improper handling, improper use, improper installation, abnormal physical stress, abnormal environmental or working conditions, or use, application, installation, care, inspection, or maintenance contrary to as described and prescribed in any applicable manual or instructions for the Products issued by the Seller or good commercial practices relating thereto; or
(b) Has been rebuilt, repaired, or altered by any person or entity other than Seller or its authorized representatives, or has a defect due to wear and tear, intentional damage, or subsequent damage caused by other defective products; or
(c) It was expressly requested by the customer as a finished product (e.g. selected based only on the size/model taking as reference another manufacturer or the general catalogue), without having completed an adequate check with the Seller regarding the actual application data (i.e.: type of product, bulk density, required flow rate in combination with specific type of mesh – mesh size, wire diameter, specific screening efficiency needs); or, even in the case of reordering, if there are variations in the application having an impact on the sieving result.
In order to support the Customer in the correct installation and correct use and maintenance of the machines or systems supplied by the Seller, in addition to the information provided by law through the use and maintenance manuals, consultancy services are made available by the Seller’s Aftermarket Division, who may be contacted by the Customer to receive further clarifications based on the context.
We remind you that the application of the so-called Compatible Spare Parts does not guarantee the correct performance of the sieve and can lead to premature breakages of the sieve or its components.
3.3. The product warranty set forth in this section is the only warranty provided by Seller with respect to the Products. The Customer cannot rely on, and has not relied on, any other information, declaration or warranties (express or implied), whether under applicable law or otherwise.
3.4. During the warranty period, Seller will replace or repair, at its expense, any defective products determined by Seller, in its sole discretion (see next paragraph), to be covered by the warranty stated herein. If the causes of breakage have not been thoroughly clarified at the time the replacement becomes necessary, any component sent for replacement will be regularly invoiced, and re-credited subsequently if the analysis of the causes proves the defectiveness of the component and/or its installation and/or functioning. It is therefore the Customer’s duty to collaborate in order to make the information requested available and clarify the incident.
3.5. It is at the discretion of the Seller whether a defective Product must be returned to the Seller for replacement or whether it must be repaired by the Seller at the Customer’s premises. All replaced Products will become the property of the Seller.
3.6. The Seller is not responsible for the cost of fitting replacement parts or components of any Product into the Customer’s products or similar.
3.7. These terms and conditions apply to all products repaired or replaced by the seller.
4. Limitation of Liability
Seller’s responsibility and obligation hereunder is limited to the repair or replacement (at his discretion) of any Product (including components or parts thereof) determined by Seller to be defective pursuant to a warranty claim. In no event will the Seller’s liability exceed the purchase price of the Products based on the relevant purchase order that gave rise to such liability. Under no circumstances will the seller be held liable for any consequential or indirect loss or damage. The Seller does not recognize and is not responsible for any costs related to tests carried out by the Customer at our premises (e.g. FAT – Factory Acceptance Test or similar tests).
5. Product Responsibility
Each Party will maintain in force adequate product liability insurance with a reasonable limit of liability for such claims.
6.1 The Customer shall provide the Seller with a purchase order signed by an authorized purchasing agent and such purchase order constitutes a proposal by the Customer to purchase Products from the Seller. All purchase orders (including orders placed against a quote) delivered by the Customer to the Seller are subject to the written acknowledgement and approval of an authorized sales agent of the Seller. A purchase order from a Customer shall include the following information (i) a purchase order number, (ii) legal address and fiscal ID information, (iii) shipping address, (iv) any reference to the Seller’s quotation and/or previous correspondence, and (v) if applicable, all relevant information to satisfy current export requirements.
6.2 Termination or cancelation, in whole or in part, by the Customer of a purchase order accepted by the Seller can be made only with the Seller’s prior written approval and under the condition that the Customer fully and unconditionally indemnify the Seller against any and all loss and cost relating thereto (including loss of profit and cost of material), to be calculated at that moment.
6.3 Acknowledgement of orders or the receipt of payment for any purchase order (including signing and returning to the Customer its acknowledgement copy, if any,) shall not constitute acceptance by the Seller of any terms and conditions of the Customer and does not serve to modify or amend this Terms & Conditions in any way.
6.4 The order confirmation will be issued by the Seller once the availability and/or readiness checks of the goods have been carried out, including any detailed activities relating to the management of the order.
6.5 Any return of a Product requires the Seller’s prior written consent. No return will be accepted if
(i) the Customer has not notified the Seller in writing of a return of a Product within 30 days from the date of delivery and
(ii) the order value is less than EUR 1000,00 (excluding VAT).
Damaged Products, used Products or Products without complete parts and/or packaging will not be accepted for return. All returns are subject to a twenty (20) percent handling charge based on the order value (excluding VAT) of the Products returned. The Customer shall also pay for any shipment costs for the returned Products to the Seller at the location specified by the Seller. The payment of any return will be made once a return of Products has been delivered to the Seller and the returned Products have been inspected and approved for return by the Seller. If the Products are not approved for return, the Customer shall (at its own cost) arrange for pick-up of such Products from the Seller within 30 days and, if no such pick-up is arranged within the specified time, the Product shall be the property of the Seller and the Customer shall have no claim (monetary or otherwise) on the Seller.
6.6 Starting from November 01, 2023, the minimum invoiced amount on a monthly basis is Euro 150,00 (VAT not included).
6.7 Delivery terms are indicated in the order confirmation in terms of calendar week. Based on the production loads, the Seller reserves the right to make changes to the delivery schedule and to communicate them promptly. No charges of any kind are accepted (shipments, deferred payments, discounts, damages, etc.) for any delays with respect to the date requested by the customer or to dates subsequently communicated.
7.1 All prices for the Products are excluding any taxes, charges, assessments, duties or alike that may be levied on the Products or the purchase order and the amount of any such taxes, charges assessments, duties or alike which the Seller is required to pay or collect, shall be invoiced to and payable by the Customer.
7.2 All Customers that are tax or VAT exempt must furnish the Seller with the applicable valid certificate or other written evidence of such exemption or any other information requested by the Seller before any purchase orders are placed with the Seller.
8.1 Unless otherwise set out in the purchase order or otherwise agreed in writing by the Parties, all prices exclude cost and other charges for shipment (including other costs associated therewith).
8.2. All prices are subject to increase by the Seller for
(i) any order amendments made by the Customer and approved by Seller, and
(ii) with respect to multiple orders pursuant to a single purchase order, for any order confirmed after a general price increase made by the Seller.
9.1. Unless otherwise set out in the purchase order or otherwise agreed in writing by the Parties, all shipments are made (i) CPT (INCOTERMS 2020) at the Customer’s place of business, and (ii) via the most practical carrier. The Seller has the right to invoice the Customer costs and other charges for shipment (including other costs associated therewith) borne by the Seller. Shipment costs cannot be communicated before goods ready notice.
9.1.1 After sending out our ready goods notice, packed wares will be kept in our courtyard for a maximum of 7 days free of charge. Starting from the 8th calendar day, a fee of 50 Euro per day and per item will be applied in case of no confirmation by the Customer as acceptance of the proposed shipment schedule or concerning shipping instructions. Goods parking in the courtyard is done with no protection from bad weather conditions and the Seller is exempted from any responsibility for any damage caused by bad weather or other factors.
9.2 The Customer, at its sole option, may inspect the Products, and may reject all or any portion of the Products if the Products are not in accordance with the Product specification set out in the acknowledgement of order provided that notice of rejection is given to the Seller within ten (10) days after receipt of the Products. If the Customer fails to give notice of rejection, it shall be deemed to have accepted such Products. If the Customer gives notice of rejection of any portion of the Products, the Seller has the right, effective upon written notice from the Customer, to replace or repair the rejected Products pursuant to the below Article 8.
9.3 In order to be able to activate any requests for damage liquidation to the shipper for damage suffered during transport, it is essential that the Customer includes a note of “Acceptance with reserve” on the delivery documents, so as to be in the position to verify any damage not visible from the outside of the packaging. The Seller will not be able to recognize any damage if this note is missing.
10. Credit Approval
10.1 Any shipments or supply of Products shall at all times be subject to the approval of the Seller’s credit department.
10.2 The Seller reserves the right to cancel or terminate, in full or in part, on a temporary basis or until further notice, any credit previously offered by the Seller to a Customer and instead require cash on delivery or prepayment for the Products from the Customer.
10.3 Title to any Products shall not pass to the Customer until full and unconditional payment has been duly received by the Company.
11. Terms of Payment
11.1 Terms of payment are established in the acknowledgement of order/proforma invoice. Late payment charges at the interest rate (i) equal to Euribor 3M rate plus 5 points and (ii) after 60 days from agreed payment date, equal to Euribor 3M default interest rate plus 8 points, may be charged on past due accounts. Delays in payment longer than 30 days with respect to the agreed date automatically constitute a formal notice to the debtor.
11.2 Failure by the Customer to timely pay any invoice of the Seller shall cause all subsequent invoices to become immediately due and payable.
11.3 The Seller reserves the right, at the sole discretion of the Seller, to apply special payment terms (e.g. pre-payment or payment on delivery) for certain orders (e.g. orders with a high value) and any such special payment terms shall be communicated by the Seller to the Customer prior to the acceptance of any order.
12.1 This Section 12 shall apply if and to the extent that the Parties have not entered into a separate confidentiality agreement.
12.2 All information, equipment, know-how and technical documentation, including electronically stored data, to which a Party has obtained access through the Parties’ business relationship, shall be treated as confidential and may not be used for any purpose other than for the sale and delivery of Products from the Seller to the Customer. The confidentiality undertaking outlined above shall not apply to information which is
(i) Known to the public other than by breach of these Terms & Conditions,
(ii) Information which a Party can show was in its possession before receiving it from the other Party, and
(iii) Information which a Party receive from a third party without restraints as to the disclosure thereof.
12.3 Information which a Party is required to disclose by reason of law or order of a court of a competent jurisdiction may however be disclosed for such purpose. The Party requested to disclose such information shall beforehand notify the other Party of any such requirement and consult with the other Party regarding the manner of such disclosure. The Party disclosing information pursuant to this Section shall, as far as is legally possible, require the receiver of the information to treat it confidential.
12.4 The Customer may not make public the business relationship of the Parties through advertising or in any other way without prior written consent from the Seller.
12.5 The Customer shall at the Seller’s request either return or destroy everything referred to in Section 11, including copies thereof.
14. Intellectual Property Rights
Neither Party obtains any right to the other Party’s owned or licensed Intellectual Property Rights in relation to the sale of Products from the Seller to the Customer. “Intellectual Property Rights” means all forms of intellectual property rights in any country or region, including but not limited to inventions, trade secrets, patents, copyrights, design, trademarks (whether or not registered or registerable and including applications for registration of any such thing) and know how.
15. Force Majeure
Each Party shall be excused from fulfilment of any obligation under these Terms & Conditions, except any payment obligation, to the extent that and for so long as such performance is prevented or delayed in whole or in part by causes beyond its reasonable control or by strikes, lockouts or other labour disturbances or by fire, flood, sanitary emergencies, war, embargoes, blockades, riots, governmental interference, acts or omissions of any governmental authority or of the other party, compliance with government regulations, delays or shortages in transportation or inability to obtain necessary labour, materials or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or sub-contractors if caused by any circumstance referred to in this Section. Upon the occurrence of any such event either Party shall, without delay, inform the other Party. Each Party is entitled to cancel any purchase order by written notice to the other if the performance of the other Party’s obligations is delayed by more than three (3) months due to circumstances set forth in this Section.
16. Governing Law & Disputes
16.1 This Terms & Conditions, any purchase order and the sale of Products by the Seller to the Customer are governed by, and construed in accordance with, the laws of Italy and the Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable hereto.
16.2 Each Party irrevocably and unconditionally agrees that any dispute or claim arising out of or in connection with these Terms & Conditions, any purchase order and the sale of Products by the Seller to the Customer, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Italian Chamber of Commerce in Reggio Emilia, which shall have exclusive jurisdiction. The seat of arbitration shall be Italy. The language to be used in the arbitral proceedings shall be English.