CAINO DESIGN
1.1 These General Terms and Conditions of Sale (“General Conditions”) apply to all negotiations and sales contracts between STV Italia s.r.l. (“STV”) and any buyer, relating to the sale by STV of the products under the brand Caino Design (“Product/s”), and form an integral part of such contracts.
1.2 These General Conditions prevail over any conflicting general purchase conditions of the Buyer, unless otherwise and specifically agreed in writing by the parties.
1.3 Modifications or exceptions to these General Conditions are valid only if agreed in writing by STV.
2.1 The sales contract (“Contract”) is deemed concluded upon the issuance by STV of an Order Confirmation/Proforma Invoice (“Order Confirmation/Proforma Invoice”) accepting the purchase order (“Order”) submitted by the Buyer by signing the Offer received from STV – Caino Design (“Offer”) and consists of the following contractual documents: the Offer, the Order Confirmation/Proforma Invoice, and these General Terms and Conditions. However, in the event of any conflict between these General Terms and Conditions and the terms and conditions set forth in an Offer, the latter shall prevail.
2.2 Orders and Order Confirmation/Proforma Invoices must be made in writing and may be sent via email or any other suitable means of communication agreed upon with STV.
2.3 Submission of an Order by the Buyer implies full acceptance of these General Conditions.
2.4 STV is under no obligation to accept (in whole or in part) any Order. Orders accepted with an Order Confirmation/Proforma Invoice may not be cancelled or modified by the Buyer, unless otherwise agreed in writing by STV.
2.5 If an Order Confirmation/Proforma Invoice contains modifications to the Order, such modifications shall be deemed accepted and the Contract shall be concluded with such modifications, unless the Buyer objects in writing to the Order Confirmation/Proforma Invoice within 3 working days of its receipt.
2.6 STV’s quotations are valid only in writing and for 30 calendar days from the date of the quotation, unless otherwise stated in the quotation itself. STV may refuse and shall have no obligation to sell or deliver the Products based on a quotation, unless and until STV issues an Order Confirmation/Proforma Invoice.
2.7 No prior proposal, previous quotation, statement, forecast, practice or trade usage shall be part of the contract between the parties unless otherwise agreed in writing by STV.
3.1 The delivery terms, including estimated delivery dates, are those indicated in the Offer. Products shall be usually delivered DAP Incoterms 2020, unless otherwise agreed in the Offer, or in Order Confirmation/Proforma Invoice.
3.2 STV will make every reasonable effort to deliver the Products in accordance with the agreed delivery terms and will inform the Buyer in case of significant delays. In any case, unless otherwise and explicitly agreed in writing by STV, the delivery dates stated in the Offer and Order Confirmation/Proforma Invoice are to be considered indicative, and STV shall not be liable for claims or damages arising from any delays in the delivery of the Products. No delay shall be considered valid grounds for the Buyer to cancel the delayed Order.
3.3 Upon delivery of the Products, the Buyer must check the external condition, the exact number, and the weight of the packages. In case of visible damage or discrepancies, the Buyer is required to record the type of damage and/or discrepancy on the carrier’s documents/delivery note and promptly notify STV, under penalty of forfeiture.
3.4 Unless otherwise agreed in writing between the parties, ownership of the Products passes at the time of risk transfer to the Buyer, as per the agreed Incoterm.
4.1 The quantity, quality and description of the Products are, subject to these General Conditions, those indicated in the Order Confirmation/Proforma Invoice and any applicable technical specifications provided by STV to the Buyer or otherwise agreed in writing by STV.
4.2 The Buyer is responsible for the selection, based on the intended use, and use of the Products. Consequently, the Buyer must request and carefully verify the technical specifications of the Products before placing any Order. STV is not responsible for Orders incorrectly issued by the Buyer and has no obligation to identify or correct such Orders.
4.3 Any declarations of conformity and/or inspection certificates relating to the Products must be expressly requested by the Buyer in the Order and will not be provided by STV if requested at a later stage.
5.1 STV guarantees that the Products delivered to the Buyer will comply with the technical specifications provided by STV or otherwise agreed in writing by STV (“Specifications”) for a period of 12 months from the date of delivery to the Buyer, unless a different term is agreed in writing with STV.
5.2 The Buyer must inspect the delivered Products before any use, including assembly or other manufacturing processes. In the event of a Product not conforming to the Specifications (“Non-Conforming Product”), the Buyer must, under penalty of forfeiture, notify STV in writing of any visible non-conformity within 8 calendar days from receipt of the Product, and any hidden or non-visible non-conformity within 8 calendar days from its discovery, but in any case, within the Warranty Period, providing all required information and details. STV shall have the right to receive from the Buyer, upon request, samples of the Products claimed as Non-Conforming Products and to inspect them to investigate the claim. Any costs incurred by STV for the investigation and repair of Products claimed as Non-Conforming Products that are later found not to be covered by this warranty shall be charged to the Buyer. The Buyer must act diligently to mitigate any damages related to the delivery of Non-Conforming Products.
5.3 STV, at its discretion, will either replace the Non-Conforming Products at no additional cost to the Buyer or refund the Buyer the price paid for them.
5.4 The Buyer acknowledges and agrees that the remedies set forth in this Article 5 are exclusive and replace any other remedy or action, and that no further damages or compensation may be claimed by the Buyer for Non-Conforming Products.
5.5 STV’s liability for Non-Conforming Products is excluded in the event of: (i) natural wear and tear, (ii) non-compliance of the Products with the Specifications due to causes attributable to the Buyer, such as improper use, handling, or storage of the Products after delivery by STV.
6.1 Except for the warranty set forth in article 5 above, STV makes no representations or warranties, express or implied, regarding the products, including, but not limited to, warranties of merchantability or fitness for a particular purpose, whether or not such purpose or use has been communicated to STV in specifications, drawings or otherwise, or whether or not the products have been specifically designed and/or manufactured by STV for the buyer’s use or purpose, or compliance of the products with legal or regulatory requirements that may apply based on their final or intended use, including, without limitation, those relating to health, safety, and export control, and any liability of STV in this regard is expressly excluded.
6.2 To the maximum extent permitted by applicable law: under no circumstances shall STV be liable to the buyer for special, incidental, indirect, punitive, or consequential damages, including, without limitation, loss of profits or business, whether based on breach of contract, tort, including negligence, product liability, or otherwise arising out of or in connection with the contract, regardless of whether STV has been advised of the possibility of such damages; STV’s maximum liability for any damage arising out of or in connection with any breach of contract or the supply of products, whether based on warranty, other contractual provisions, or otherwise, shall in any case be expressly limited, in the aggregate, to the invoiced amount for the products giving rise to the liability.
6.3 The Buyer shall defend, indemnify, and hold harmless STV from and against any claim, damage, liability, direct or indirect loss, including, without limitation, claims for breach of contract, death or personal injury, property damage, other tort claims, and loss of profit, expenses, and any other costs arising from or resulting from any third-party claim related to the Products, or from any breach by the Buyer of any term, covenant, representation, certification, or warranty contained in the Contract or required by law, or from any act or omission of the Buyer or its agents, employees, or subcontractors. This indemnification obligation shall survive the expiration or early termination of the Contract and shall not prejudice any other action or right that STV may have under these General Conditions, by law, or otherwise.
7.1 Prices and payment terms are, subject to these General Conditions, those indicated in the Offer, Order Confirmation/Proforma Invoice. Under no circumstances may the Buyer suspend or delay payment for the Products, even in the event of claims related to the Products. STV reserves the right to renegotiate prices in good faith in the event of a substantial increase in the costs that make up the production cost, such as, by way of example, the costs of raw materials and labour.
7.2 Unless otherwise agreed in writing by STV, prices are expressed in Euro and do not include transport, taxes, including, without limitation, VAT, customs duties and fees, and any other applicable costs.
7.3 Payments must be made by the Buyer via bank transfer or bank receipt to the account designated by STV, without any deduction, discount, or set-off. Any fees charged by foreign banks shall be borne by the Buyer.
7.4 In the event of non-payment by the Buyer by the agreed date, STV shall be entitled to late payment interest in accordance with applicable law. Furthermore, any outstanding credit of STV against the Buyer shall become immediately due and payable, and any agreed discounts, bonuses, and deliveries shall be suspended until STV receives full payment of any amount due. All other rights and remedies provided by law remain unaffected.
7.5 STV reserves the right to suspend the performance of its obligations if the Buyer’s financial condition deteriorates to such an extent as to jeopardize the fulfilment of its payment obligations, in accordance with Article 1461 of the Italian Civil Code.
8.1 Unless otherwise agreed in writing between the parties, invoices shall be issued by STV according to the terms indicated in the Order Confirmation/Proforma Invoice.
9.1 STV is and remains the owner, or licensee, of the Caino Design’s product designs, know-how, projects, specifications, inventions, samples, prototypes, devices, developments, manufacturing processes, copyrights, trademarks, and any other information and materials disclosed or otherwise provided to the Buyer by or on behalf of STV in connection with the sale of the Products, including developments, modifications, or customizations thereof, as well as all related rights (“Intellectual Property”).
9.2 The Buyer shall not acquire any title or interest in the Intellectual Property, unless otherwise agreed in writing with STV. The Buyer acknowledges that no licenses or rights of any kind are granted to the Buyer in relation to any Intellectual Property, except for the limited right to use and/or resell the Products within the context of the Buyer’s business activities.
9.3 The Buyer shall not use, directly or indirectly, in whole or in part, the name of STV, or any other trademark or trade name now or in the future owned by STV, as part of the Buyer’s corporate or trade name, or in any other way in connection with the Buyer’s business, except in the manner and to the extent authorized in writing by STV.
10.1 The Contract and its existence, as well as all information and materials provided or made available in any form by STV to the Buyer in relation to the Products, STV, shall be kept strictly confidential by the Buyer. The Buyer agrees: (i) not to disclose such confidential information to third parties, directly or indirectly, without the prior written consent of STV, (ii) to use such information exclusively for the agreed purposes, and (iii) to return it upon request by STV.
10.2 The obligations under this Article 10 shall not apply to information that: (i) at the time of disclosure was or subsequently becomes, without fault of the Buyer, generally available to the public through publication or otherwise, (ii) the Buyer can demonstrate in writing was in its possession prior to disclosure by STV, or (iii) is lawfully made available to the Buyer by a third party who has no direct or indirect confidentiality obligation to STV regarding such information.
10.3 The confidentiality and non-use obligations set forth herein shall survive and remain unaffected by the termination or expiration of any Contract for any reason.
10.4 Neither the Buyer nor any of its representatives shall examine or inspect the accounting records, documents, or any other materials of STV that STV considers confidential or proprietary.
11.1 STV shall not be liable for any failure to timely perform a contractual obligation if such failure results from events beyond its reasonable control, each a “Force Majeure Event”, including natural disasters, epidemics, pandemics, riots, cyberattacks, acts of war, declared or undeclared, embargoes, labour strikes, whether involving STV’s employees or others, shortages of raw materials, or substantial increases in the cost of raw materials.
11.2 In the event of a Force Majeure Event, the time for performance shall be extended for the period reasonably necessary to allow STV to fulfil its obligations.
11.3 In the event of a shortage of Products due to any Force Majeure Event, STV may allocate the Products among itself and its customers in the manner it deems fair and equitable.
12.1 STV shall have the right to terminate the Contract in the event of a breach of any of its provisions by the Buyer, if such breach is not remedied by the Buyer within 15 calendar days from receipt of a written request to that effect from STV. In any case, STV shall have the right to terminate the Contract with immediate effect, by written notice pursuant to Article 1456 of the Italian Civil Code, in the event that any of the following occurs:
This is without prejudice to any other right or remedy provided in this document or available under applicable law.
13.1 The Buyer undertakes to comply with all applicable laws and regulations relating to the Buyer’s obligations under this document and to the use of the Products by the Buyer, including import/export laws, labour laws, and anti-corruption laws.
14.1 STV may assign or transfer to third parties, in whole or in part, any of its rights and obligations towards the Buyer, as well as the Contract, together with the relevant business or a substantial part thereof.
14.2 The invalidity or unenforceability of any provision of these General Conditions shall not affect the validity or enforceability of the remaining provisions. Invalid or unenforceable provisions shall be replaced by valid and enforceable provisions that, to the maximum extent permitted, most closely reflect the intent and purpose of the invalid or unenforceable ones.
14.3 The waiver by STV of any right shall not be deemed or construed as a definitive waiver of that right or any other right, whether similar or not. No waiver shall be binding unless made in writing by STV.
14.4 In compliance with applicable data protection laws, EU Regulation 2016/679 – GDPR and Legislative Decree 196/2003 – Privacy Code, STV will process any personal data received in connection with the sale of the Products only for the time and purposes strictly necessary to fulfil contractual and legal obligations. The Buyer may write to stv-it@stv-group.com to exercise any rights under Articles 15 et seq. of the GDPR and for further information.
14.5 The relationship between the parties is that of independent contractors. Nothing in the Contract shall be construed as creating a partnership, joint venture, or similar relationship between the parties, nor shall either party be considered the agent of the other.
15.1 The sales rules and general conditions refer to the Vienna Convention of 11 April 1980 on the International Sale of Goods and, with respect to questions not covered by such convention, to the laws of Italy.
15.2 Any dispute between the parties arising from or related to the Contract, whether contractual or non-contractual, shall be subject to the exclusive jurisdiction of the Courts of Torino, Italy, to the exclusion of any other jurisdiction or arbitration, unless otherwise agreed in the STV Caino Design Offer provided and signed by the Buyer.