Legal notice

  • Privacy statement

    WEBSITE PRIVACY POLICY FOR
     

    WWW.CAREL.COM, WWW.CAREL.IT,  WWW.CAREL.DE, WWW.CAREL.ES, WWW.CARELFRANCE.FR, WWW.CARELUSA.COM,  WWW.CARELRUSSIA.COM, WWW.CAREL.PL, WWW.CAREL.COM.BR, WWW.CAREL.CO.TH, WWW.CARELUK.COM, WWW.CAREL.MX,  WWW.CAREL.KR, MCE.CAREL.COM, MCE.CAREL.IT, CHILLVENTA.CAREL.COM, EUROSHOP.CAREL.COM

    Pursuant to article 13 of Regulation (EU) 2016/679 (GDPR) and the Italian Data Protection Authority guidelines no. 229 of 8 May 2014 regarding the use of cookies, this privacy policy tells visitors of how the data they enter are processed and how cookies are used by the website. This privacy policy has moreover been drafted based on Recommendation 2/2001 adopted by the Workgroup established in accordance with article 29 of European Directive 95/46/EC.
     

    DATA CONTROLLER RESPONSIBLE FOR DATA PROTECTION 
    The data controller is Carel Industries S.p.A., headquarters in Brugine (PD), at 11 Via dell’Industria. The data controller can be contacted as follows:
    Telephone: 049/9716611
    Email: carel@carel.com
     

    PURPOSES AND METHODS OF DATA PROCESSING
    Your data acquired after having been directly entered on sign-up forms will only be used to provide you the requested services (response to queries, recruiting in relation to job applications, etc.). Any other purposes will be described in a specific policy and will require additional consent.
    As regards data acquired via cookies, please see the corresponding section of this policy. 
    All data is processed using electronic means, however may also be processed in paper form. 
     

    TRANSFER OF DATA TO THIRD PARTIES FOR MARKETING PURPOSES
    Under no circumstances will your data be transferred to third parties for marketing purposes.
     

    TRANSFER OF DATA TO FOREIGN COUNTRIES OR INTERNATIONAL ORGANISATIONS
    Your data will not be transferred to countries outside of the EU or to international organisations, nor will the data be stored on servers located in foreign countries.

     

    DURATION OF PERSONAL DATA STORAGE
    The processed data will be stored for the time needed to fulfil the related purpose.

     

    DATA SUBJECTS’ RIGHTS AND WITHDRAWAL OF CONSENT
    You have the right at any time to request access to your data from the data controller, as well as the rectification or erasure of such data. 
    A reply will be given within 30 days in writing (unless a verbal reply is specifically requested), including using electronic means. You furthermore have the right to object, in whole or in part, to the processing of your personal data. Finally, you may also request assignment of your data to another data controller.
    You may at any time withdraw the consent given in accordance with this policy. To withdraw consent, in whole or in part, simply contact the data controller as specified under “Data controller”.

     

    COMMUNICATION AND DISSEMINATION
    Your data will not be communicated nor disseminated to any parties outside of Carel Industries S.p.A. or its associated companies. 
    The data acquired via the website may be made known to businesses or professionals who are involved in the management of the web pages specified above, as well as all personnel involved in processing the data on a case-by-case basis (for example, for recruitment the company may use the services of third parties).  

     

    RIGHT TO LODGE A CLAIM WITH THE DATA PROTECTION AUTHORITY
    If you believe that your data have been processed unlawfully, you have the right to lodge a claim with the data protection authority.

     

    AUTOMATED DECISION-MAKING PROCESSES
    The data controller does not in any way use automated decision-making processes involving your personal data.

     

    COOKIE MANAGEMENT

    BROWSING DATA
    When browsing the website, a series of information relating to the device used is acquired. 
    This includes IP addresses, domain names and MAC addresses (i.e. physical, Ethernet or LAN addresses assigned uniquely by the manufacturer of the network interfaces, either Ethernet or wireless). 
    These data can be used to compile statistical information on web page usage and monitor operation.
    The data can also be used to verify responsibility in the event of computer crime that damages the website.

     

    COOKIES
    Cookies are small strings of text that a website sends to the user’s device, where they are saved and then sent back to the same website the next time the user visits it. When browsing a website, users may also receive cookies sent by different web pages (see Italian Data Protection Authority guidelines no. 229 of 8 May 2014).
    In order to correctly regulate the use of cookies, they need to be distinguished based on the purposes they are used for.

     

    Technical cookies.
    Technical cookies are those used only for the purpose of "carrying out the transmission of a communication on an electronic communications network, or insofar as this is strictly necessary to the provider of an information society service that has been explicitly requested by the contracting party or user to provide the said service" (see section 122, paragraph 1, of the Italian Personal Data Protection Code and guidelines 229/2014).
    These can be grouped into browsing or session cookies, which allow users to navigate and use a website (e.g. to purchase items online or authenticate themselves to access reserved areas).
    These cookies can be installed without requiring the user’s consent.

     

    Profiling cookies.
    Profiling cookies are designed to create user profiles and are used to send advertising based on preferences shown when browsing the internet. 
    Given their invasive nature, users must consent to their installation, in accordance with section 122 of the Italian Personal Data Protection Code

     

    Analytical cookies.
    These are used to monitor the use of web pages by users, providing statistical reports that can help site managers optimise their websites. One of the most commonly-used web analytics tools is “Google Analytics”, a service provided by Google Inc. that offers the possibility to compile browsing statistics. The Italian Data Protection Authority has ruled that these cookies can be considered technical cookies in cases where the user’s IP address is hidden (including partially) and no information is shared with Google. In all other cases, they are considered profiling cookies.

     

    All types of cookies may be first party (i.e. processed and managed directly by the website’s owner) or third party (when installed or acquired by other subjects).
    Third party cookies include so-called social plugins, in other words components that allow users to interact with social media (such as Facebook, Twitter, Google+, LinkedIn, Pinterest, Tumblr etc.) via the website, where these generate cookies. 
    Management of information gathered by third parties is regulated by a specific policy, which can be referred to for further information.

     

    The following is a list of cookies used by our website:
    __utma: this cookie stores information on when the user visited the site for the first time, the previous visit and the number of visits (expires after two years).
    __utmb: this cookie stores information on when the user loaded the website. In combination with the __utmc cookie, this cookie measures the duration of the visit (session cookie).
     __utmc: this cookie contains information on when the user leaves the website. In combination with the __utmb cookie, this cookie measures the duration of the visit (session cookie).
    __utmt: used by Google Analytics to monitor the type of request (session cookies)
    __utmz: this contains information on which site the user has visited before accessing on the site in question. It may also store information on the search engine and the search keywords used, or where the IP address is recorded (expires after six months).
    COOKIE_SUPPORT: used by websites to manage the home page disclaimer (expires after one day).
    GUEST_LANGUAGE_ID: this cookie is used to keep track of the user’s language preferences (expires after one day).
    JSESSIONID: this cookie is used to identify the user when loading a page and remember the user’s settings (session cookie).
    LFR_SESSION_STATE_10157: this cookie is used to manage the user’s interaction with the website (session cookie).
    _CKAPPR: this is a system application cookie (expires after one year).
    eu_cn: this cookie stores browsing information 
    neptu: Twitter cookie (persistent cookie).
    external referer: Twitter cookie used to monitor, for statistical purposes, where the users browse to their profile from (expires after one day).
    guest_id: Twitter cookie used to manage social network sharing and updates (duration 2 years).
    twitter_ads_id: Twitter third-party cookie used for retargeting (persistent cookie).
    _ga: used to differentiate users and track sharing of contents on Twitter (persistent cookie).

     

    Considering the use of profiling (or equivalent) cookies by this website, the data controller provides notification to users of the processing of their data in accordance with section 37 of the Italian Personal Data Protection Code

     

    BRIEF NOTIFICATION ON FIRST ACCESS – BANNER.
    The banner that opens when a user accesses a web page for the first time shows essential information on how to manage cookies, as well as a link to the complete privacy policy.
    As required by law, the user’s preferences on how to manage cookies are stored in a technical cookie.
     

    LINKS TO PROCEDURES FOR DISABLING COOKIES ON A PERSONAL COMPUTER 
    IN THE MAIN BROWSERS

    The preferences a user sets when first accessing a website can be modified subsequently using the following procedures.
     

    Microsoft Internet Explorer
    http://windows.microsoft.com/en-us/windows-vista/block-or-allow-cookies
     

    Google Chrome
    https://support.google.com/chrome/bin/answer.py?hl=en&answer=95647&p=cpn_cookies
     

    Mozilla Firefox
    http://support.mozilla.org/en-US/kb/Enabling%20and%20disabling%20cookies

     

    Apple Safari
    http://docs.info.apple.com/article.html?path=Safari/5.0/en/9277.html


    LINKS TO RELATED SITES AND/OR SITED WITH RELATED FUNCTIONS
    As our website uses third party cookies (for example Google, Facebook, Twitter, Linkedln), below are the links to the corresponding privacy policies.
     

    Google Analytics, Google+ & YouTube:
    https://www.google.it/intl/it/policies/privacy/
    http://www.google.it/intl/it/policies/technologies/cookies/
    http://www.google.it/intl/it/policies/technologies/managing/


    Twitter
    https://twitter.com/privacy?lang=it
    https://support.twitter.com/articles/20170519-uso-dei-cookie-e-di-altre-tecnologie-simili-da-parte-di-twitter 

     


    Linkedin:
    https://www.linkedin.com/legal/privacy-policy?trk=uno-reg-guest-home-privacy-policy
    https://www.linkedin.com/legal/cookie-policy

     

     

  • Copyright


    All reproduction, even partial, of the pages and the contents of this site is strictly prohibited. The domain names carel.com, carelonline.com, carelonline.it, carelgroup.com, carel.info, carel.it, carel-korea.co.kr, carel-korea.kr, carel.ae, carel.asia, carel.co, carel.com.tr, carel.de, carel.hk, carel.hr, carel.in, carel.kr, carelnordic.se, carelrussia.com, carelrussia.ru, carel.global, carel.tel, carel.industries, carel.ua, carel.com.pk, carel.az, carel.com.pt, carel.rs, carel.si, carel.hn, carel.qa, carel.ec, carel.bo, carel.ph, carel.my, carel.tw, carel.ma, carel.co.nz, carel.com.ar, carel.co.ve, carel.com.py, carel.pe are registered and used by CAREL INDUSTRIES S.p.A., via dell'industria 11, Brugine (PD).

    Web content of the CAREL INDUSTRIES S.p.A. Site and intellectual property rights
    All the material (for example, databases, static and moving images, drawings, guides, newsletters) contained on the CAREL INDUSTRIES S.p.A. Web Site is protected by Italian copyright law and by applicable European Union and international laws based on the formal or material remissions in Italian legislation to such laws, that is, based on the international treaties and conventions ratified by Italy.
    The contents of this web site, including the graphics of the web pages, the layout and the placement of the contents on the site, are the property of CAREL INDUSTRIES S.p.A., via dell'industria 11, Brugine (PD).
    The user of the CAREL INDUSTRIES S.p.A. Web Site is bound to comply with local legislation protecting the authors and the copyright work, as well as to respect all other related rights and to not damage CAREL INDUSTRIES S.p.A. and the legitimate holders of the copyright on the work contained in the CAREL INDUSTRIES S.p.A. Site.
    The following is prohibited without the prior and express consent of CAREL INDUSTRIES S.p.A. and without the express authorisation of the legitimate holders of the copyright on the protected work contained in the CAREL INDUSTRIES S.p.A. Site. (i) Reproduction, either permanent or temporary, in any way or form, of all or part of the CAREL INDUSTRIES S.p.A. Web Site and its contents; (ii) translation, adaptation, public communication, dissemination or public distribution of the CAREL INDUSTRIES S.p.A. Web Site and its contents; (iii) public presentation and demonstration, transmission by any means and in any form and all other commercial use of the CAREL INDUSTRIES S.p.A. Site and its contents.
    The links and frames are provided on the CAREL INDUSTRIES S.p.A. Site to the user exclusively as internet navigation tools.
    The reproduction, temporary, momentary and accessorial, via internet, of the web content of the CAREL INDUSTRIES S.p.A. Site, by the user, is allowed only for the purpose of accessing the CAREL INDUSTRIES S.p.A. Site and its services, as long as the single act of reproduction has no intrinsic commercial significance or does not represent an act of economic exploitation of the contents of the CAREL INDUSTRIES S.p.A. Site and the work contained therein.

    Brands and others distinctive signs. Names of the articles, sections and headings
    The following are the property of CAREL INDUSTRIES S.p.A.: (i) the "CAREL" brand, both figurative and denominative, shown within the Site and reproduced on company communications, including in digital format; (ii) the logos, symbols and all other distinctive signs used in the Site, with the aim of identifying the Site, its contents and its services, including the names of the articles, sections and the headings of the sub-sections.
    The material contained in the Site, including the pictures, logos and trademarks published therein, may not be copied, reproduced, published, downloaded, communicated to the public, disseminated and/or distributed to the public, with the exception of cases in which such actions are allowed by law, that is, when prior authorisation has been provided by CAREL INDUSTRIES S.p.A. or the holder of the corresponding rights.

  • Sale conditions
    General Conditions Of Sale
    General Conditions Of The PlantVisorPRO Agreement
    General Conditions Of The PlantWatchPRO Agreement

    GENERAL CONDITIONS OF SALE

     

    CAREL USA, LLC

    STANDARD TERMS AND CONDITIONS OF SALE

     

    1. General Provisions. These terms and conditions shall apply to all sales of products by Carel USA, LLC ("Carel") to Buyer, including all future orders of products. Carel’s acceptance of Buyer’s purchase order is expressly limited to the terms and conditions contained herein and any provisions of any purchase order of Buyer which are consistent with the terms and conditions contained herein. Any and all other terms and conditions proposed by Buyer in any fashion are objected to and rejected by Carel, unless they have been accepted in writing by an authorized representative of Carel and specifically refer to the proposed terms and conditions. Acceptance of products from Carel by Buyer shall be deemed to be an acceptance of these terms and conditions. Notwithstanding the foregoing, if at the time of Buyer’s purchase of products there is in effect a supply or purchasing agreement between Carel and Buyer, any of these terms and conditions which are inconsistent with the provisions of such supply or purchasing agreement shall be ineffective and the terms of the supply or purchasing agreement shall control. 

    2. Payment and Shipping Terms. With approved credit, the terms of payment for each order of Buyer shall be net cash (U.S. Dollars) in thirty (30) days from the date of Carel's invoice. All payments not received within thirty (30) days of the invoice date shall bear interest at the rate of one and one-half percent (1.5%) per month and shipments on credit will not be made if any invoices have not been paid within forty-five (45) days of the invoice date. Products will be shipped EXW Carel's shipping facility (Incoterms® 2010) and title and risk of loss pass to Buyer upon delivery to the common carrier. Shipping charges are the responsibility of Buyer and will be prepaid by Carel and invoiced to Buyer or paid directly by Buyer.

    3. Taxes, Duties and Special Packaging. Prices for all products do not include taxes, duties or special packaging. Any sales, use or excise taxes or other charges or levies which Carel is required to pay or collect under any applicable law, ordinance, rule or regulation (domestic or foreign), upon or with respect to the sale, shipping, delivery, storage or use of the products purchased by Buyer, shall be for the account of Buyer and Buyer agrees to pay the amount thereof to Carel, as invoiced or upon request.

    4. Delivery Time. Shipment of products is subject to availability of Carel's inventory and, while Carel shall make all commercially reasonable efforts to comply with estimated delivery times, no particular shipment or delivery date is guaranteed and Carel shall not be liable in any manner for failure to make delivery by any particular time. 5. Force Majeure. Carel shall not be responsible nor liable to Buyer for any failure to perform its obligations to Buyer as a result of any strikes, work stoppages or labor unrest, earthquakes, fires, floods, storms or other natural disasters, shortages of materials or supplies or availability of goods or inventory, acts of war, terrorism, crimes, unrest or violence, shipping or other transportation delays or restraints, acts, laws, rules or regulations of any governmental or legal authority, or any other cause or circumstance beyond Carel’s reasonable control.

    5. Force Majeure. Carel shall not be responsible nor liable to Buyer for any failure to perform its obligations to Buyer as a result of any strikes, work stoppages or labor unrest, earthquakes, fires, floods, storms or other natural disasters, shortages of materials or supplies or availability of goods or inventory, acts of war, terrorism, crimes, unrest or violence, shipping or other transportation delays or restraints, acts, laws, rules or regulations of any governmental or legal authority, or any other cause or circumstance beyond Carel’s reasonable control.

    6. Product Warranty. Carel warrants that its products sold to Buyer pursuant hereto will be free from defects in workmanship and materials for (i) two (2) years from the date of manufacture with respect to controls products, and (ii) two (2) years and one (1) month from the date of shipment with respect to humidification systems, provided the products have been installed and operated in accordance with all applicable manuals, wiring diagrams and instructions for use, they are not used in any application or manner not specified or recommended by Carel, and have not suffered casualty damage, damage in transit or damage due to negligence, improper use or abuse. Notwithstanding the foregoing, components of the products which must be routinely replaced due to wear or consumption, such as steam cylinders and gaskets, are not covered by this warranty. Carel's sole liability and obligation to Buyer in the event of a breach of the foregoing warranty shall be to repair or replace the defective product or component or, in its discretion, to provide a credit to Buyer in the amount of the purchase price thereof. Labor costs for the repair or replacement of defective products or components is not included in this warranty and shall be the responsibility of Buyer. Carel reserves the right to inspect any product or component before replacing or repairing the same and if the product or component is found not to be covered by this warranty, Buyer shall be responsible for payment of an evaluation fee in the amount of twenty percent (20%) of the purchase price of the product. All claims for breach of the foregoing warranty shall be made by Buyer in writing within sixty (60) days after discovery of the defect and the defective product or component shall be shipped to Carel's facility at Buyer's expense. Buyer's claim shall include a returned materials authorization number, which may be obtained from Carel prior to assertion of the claim. If a defective part must be replaced at Buyer's location, Carel will ship replacement parts via standard ground courier, prepay shipping and invoice the shipping costs to Buyer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CAREL NEITHER MAKES, NOR SHALL HAVE ANY LIABILITY UNDER, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR AN INTENDED USE OR PURPOSE. NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE BY ANY REPRESENTATIVE, AGENT OR EMPLOYEE OF CAREL WHICH IS NOT SPECIFICALLY SET FORTH HEREIN SHALL BE BINDING UPON CAREL.

    7. LIMITATION OF LIABILITY. IN NO EVENT SHALL CAREL BE LIABLE TO BUYER WITH RESPECT TO ANY SALES OF PRODUCTS, WHETHER UNDER THEORIES OF CONTRACT, TORT, INDEMNITY, PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF CAREL HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

    8. Product Returns. Any shortages on shipments of products to Buyer shall be reported to Carel within five (5) working days after receipt of the shipment. Products shipped to Buyer which do not conform to Buyer's order may be returned to Carel within thirty (30) days of shipment for replacement or reimbursement or credit in the amount of their purchase price plus shipping costs and taxes, provided they are accompanied by a returned materials authorization number. Products for which a warranty claim is validly made under Section 6 hereof shall be returned as specified in Section 6. 

    9. Returns Procedures. Prior to the return of any products, Buyer must obtain a returned materials authorization number from Carel by telephone, fax or email request. For issuance of a returned materials authorization number, Carel will require the products, product code, serial number and a description of the defect or nonconformity. The returned products must be clearly marked with the returned materials authorization number, product code, serial number and a description of the alleged defect or nonconformity. Shipping must be prepaid on product returns; COD shipments will not be accepted.

    10. Blanket Orders. The following provisions apply to blanket purchase orders (those specifying regularly-scheduled releases and shipments of products): 

    • (a) the releases of products shall be scheduled at either bi-weekly or monthlyintervals and the term of the blanket order shall be not less than 6 months nor more than 12 months (subject to extension as provided in (b) below). Commencement of the term of a blanket order will be subject to Carel’s required preparation time and inventory availability.

     

    • (b) Product releases may be rescheduled by the Buyer (i) to an earlier date not more than 30 days prior to the scheduled release date, provided Carel confirms the availability of product inventory for the earlier release, and (ii) to a later date, not more than 60 days after the scheduled release date, provided the request for the delayed release is made not later than 5 days prior to the scheduled release date. Delayed releases shall not, however, extend the term of the blanket order to more than 14 months and requests for releases after the expiration of 14 months shall be considered requests for cancellations subject to the provisions of Section 11 below.

     

    11. Order Cancellation. Orders may be cancelled by Buyer only in accordance with the following provisions:

    • (a) If a written notice of cancellation is received prior to Carel's commencement of production of the products, the order will be cancelled upon payment of a fee in the amount of ten percent (10%) of the purchase price for the order.

     

    • (b) If a written notice of cancellation is received after Carel has commenced production of the products, the order will be cancelled upon payment of a fee in an amount equal to the percentage of the purchase price that is equivalent to the percentage of completion of production of the products.

     

    • (c) Cancellation of releases under blanket orders are subject to the following provisions:
      • (i) If the requested cancellation is for a release of Carel standard products, the release will be cancelled provided Carel receives a written notice of cancellation not less than 90 days prior to the scheduled release date and upon payment of the applicable cancellation fee determined under Subsections (a) or (b) above; and
      • (ii) If the requested cancellation is for a release of Carel custom products, Carel will not honor the cancellation request and the Buyer will remain obligated to pay the full purchase price for the ordered products.

     

    12. Adequate Assurance/Suspension of Orders. Carel may, at any time or times, suspend performance of any order to Buyer or require payment in cash, security or other adequate assurance satisfactory to Carel when, in Carel’s opinion, the financial condition of Buyer or other grounds for insecurity warrant such action.

     

    13. Assignment. Buyer shall not assign its rights nor delegate its duties with respect to any purchase order for Carel’s products and/or its agreement with Carel without the prior written consent of Carel.

     

    14. Intellectual Property. Buyer acknowledges and agrees that all patents, copyrights, trade secrets and other intellectual property rights related to the products and their design, including, without limitation, all source code and computer and PLC programs created by Carel or its affiliates, (the “Intellectual Property Rights”) are and shall remain the sole property of Carel and/or its affiliates. Upon delivery of the products at the shipment date, Carel grants to Buyer and Buyer accepts a royalty-free, nonexclusive license to use the Intellectual Property Rights solely in conjunction with Buyer’s operation and use of the products. Buyer shall not copy, reverse engineer, manufacture or reproduce in any manner any component of the products without the prior written consent of Carel. Buyer shall upon request, execute and deliver to Carel such documents or instruments as are necessary to confirm and acknowledge Carel’s ownership of the Intellectual Property Rights. Buyer shall take reasonable measures to maintain in confidence any and all trade secrets contained in the products and their use identified by Carel at least equivalent to measures it takes to protect its own trade secrets, but in any case shall exercise due care in maintaining the trade secrets in confidence under applicable provisions of law.

     

    15. Governing Law. These terms and conditions and the agreement between Carel and Buyer shall in all respects be governed by, and the respective rights and obligations of the parties enforced under, the laws of the Commonwealth of Pennsylvania, without reference to its choice of law provisions. Carel and Buyer specifically exclude and disclaim the application of the United Nations Convention on the International Sale of Goods to their agreement regarding the sale and purchase of Carel’s products.

     

    16. Miscellaneous. The terms and conditions contained herein, the provisions of Buyer's purchase order which are consistent herewith, and the terms of any supply or purchasing agreement between Carel and Buyer, if applicable, constitute the entire agreement between Carel and Buyer with respect to the sale of Carel’s products to Buyer. No amendment or modification hereof shall have any force and effect unless in writing and signed by the respective duly authorized representatives of Carel and Buyer. No waiver by Carel of any provision hereof or any breach of any provision hereof by Buyer will be deemed to be a continuing waiver of any such provision or a waiver of any subsequent breach by Buyer. If any provision hereof is deemed invalid or unenforceable in any jurisdiction, it shall not render invalid or unenforceable the remaining provisions hereof or affect the validity or enforceability of any of the provisions hereof in any other jurisdiction. The headings contained in these terms and conditions are for convenience of reference only and shall not have any effect on the interpretation or enforceability of the parties’ agreement.

     
    GENERAL CONDITIONS OF THE PLANTVISORPRO AGREEMENT

    1. Definitions
    In accordance with these conditions, the following definitions shall have the meanings given, regardless of whether they are used in a singular or plural form:
    BUYER:the buyer of the PlantVisorPro local.
    CONDITIONS: these general conditions of the agreement, which form an integral and substantial part of said Agreement and are also available from the website www.carel.com.
    CONFIRMATION OF ORDER: the written document of Order acceptance, sent by the Seller to the Buyer, containing: the description of the Product/s sold, the Seller's product code (and on request, also that of the Buyer), the quantity, unit price, transport terms, delivery terms and payment terms.
    AGREEMENT: the agreement drawn up between the Buyer and Seller for the sale of the PlantVisorPro Local.
    TECHNICAL DOCUMENTATION:: (i) paper manual containing the technical data and operative instructions for the assembly, installation, maintenance and set-up of the PlantVisorPro local, prepared and drawn up by CAREL INDUSTRIES S.p.A., enclosed within the PlantVisorPro local package, (ii) On-line help; (iii) document: 'Correct installation of the PlantVisorPro local'; (iv) document: Specifications for the supply to the PlantVisorPro local', available from the website www.carel.com.
    EX WORKS OR EXW: delivery conditions of the PlantVisorPro local in accordance with international 'Incoterms 2000' rules, namely at the Seller's premises. As from the time of consignment, the Buyer shall pay for all loading, transport, delivery and insurance costs.
    ORDER: the document sent by the Buyer to the Seller, setting out the proposed purchase of the PlantVisorPro local and relevant identification code.
    PARTIES: The Buyer and Seller referred to jointly.
    'PlantVisorPro local': electronic standardised monitoring and detection system to be used in HVAC/R systems marked by a given identification code assigned by the Seller and consisting of the following items: an electronic processor equipped with software and firmware, a PC-Gate with relative power supply, all branded with the Carel trademark.
    SELLER: CAREL INDUSTRIES S.p.A. (Italy).

    2. Application and efficiency of the Conditions
    2.1 The Conditions are an integral and substantial part of each PlantVisorPro Local Sales Agreement. In the event of any discrepancy, they shall prevail over any purchase conditions that may be stated by the Buyer on the Order, unless otherwise agreed in writing by the Parties.
    2.2 The Conditions are always available from the website www.carel.com. They are efficient between the Parties as the Buyer can become aware of such using ordinary diligence upon drawing up the Agreement.

    3. Orders, Confirmations of Order and Technical Documentation
    3.1 Orders must be in writing. They are considered as accepted by the Seller by transmission of the Confirmation of Order to the Buyer.
    3.2 The Buyer guarantees that the terms and conditions in relation to each Purchase Order and each Confirmation of Order are correct. The Buyer declares that he has carefully examined all the Technical Documentation prior to having sent the Order, and has verified the technical and applicative compliance of his machinery and tools with the Products.
    3.3 The Seller reserves the right to make any changes to the Purchase Order for the PlantVisorPro local, where it requires adaptation to meet internal or Community standards, or is altered in such a way that does not prejudice its quality or function, or is replaced with a more recent series with comparable form and/or functions to that replaced.
    3.4 All activities following the sale of the PlantVisorPro local, for example, but not intended as an exhaustive list, the installation, assistance with assembly and set-up of the PlantVisorPro local, according to the Buyer's demands, is at the exclusive cost, risk and liability of the Buyer. The Buyer must comply in full with all operative instructions set out in the Technical Documentation.

    4. Price
    4.1 The price of the PlantVisorPro Local is as established in the price list current as of the date of Order. The price includes packaging costs according to the Seller's standards. Any special packaging required by the Buyer will be paid for by the Buyer himself. The price does not include taxes and duties on the sale, customs duties, any other charges and VAT, if due.
    4.2 Without prejudice to alternative written agreements, all prices established by the Seller are Ex Works.

    5. Invoicing and method of payment
    5.1 The Seller shall invoice the Buyer for the price of the PlantVisorPro local at the same time as consignment. Should the Buyer fail to collect the PlantVisorPro local from the Seller's premises within the terms established by the Agreement, without prejudice to the rights set out by art. 6.3 herein, the Seller shall have the right to issue invoice for the price of the PlantVisorPro local at any stage. The Seller may do so following verbal or written notice provided to the Buyer that the PlantVisorPro local is available for collection.
    5.2 The Buyer must pay the PlantVisorPro Local price within the terms specified on the Confirmation of Order or invoice. Payment must be made directly to the Seller's domicile. The Seller shall have the right to receive payment even in the event that the Buyer should fail to collect the PlantVisorPro Local under the terms and conditions specified on the Confirmation of Order.
    5.3 Should the Buyer fail to make payment within the terms established by the Agreement, the Seller shall have the right to the maturity and payment of late payment interest in accordance with Italian Legislative Decree no. 231/02. This is without prejudice to compensation for greater damages.
    5.4 For payments from abroad, fund transfer costs from the foreign bank to the Italian bank will be paid for in full by the Buyer.

    6. Delivery, PlantVisorPro Local collection, handover of risks
    6.1 Unless otherwise agreed, the consignment of the goods, with relative transfer of the risk of damages and/or depreciation of the PlantVisorPro local to the Buyer, is intended as EXW – Ex Works. This applies even where full or partial delivery by the Seller has been agreed to another destination. In this case, the Buyer shall pay for all costs borne by the Seller for the transport, delivery, packaging and insurance.
    6.2 Delivery terms are fixed by the Seller on the Confirmation of Order.
    6.3 Should the Buyer fail to collect the PlantVisorPro Local within the delivery terms set forth in the Agreement, or should he fail to provide the Seller with adequate instructions for delivery, without prejudice to the rights described by art. 5.1 above, the Seller shall have the right to request reimbursement by the Buyer of all costs sustained for storage of the PlantVisorPro Local.

    7. Buyer commitments
    7.1 The Buyer is the sole party responsible for choosing the PlantVisorPro Local purchased. The Buyer has therefore decided that it is suitable to meeting his demands and for all activities subsequent to sale, namely the installation, maintenance, assembly and set-up of the PlantVisorPro Local at the Buyer's premises. These activities must be carried out in full compliance with the instructions given in the Technical Documentation. The Buyer must also be in possession of structures and skills (including technological skills) necessary for the correct use of the PlantVisorPro Local.
    7.2 Specifically, for the purposes of carrying out correct installation and subsequent correct function of the PlantVisorPro Local, the Buyer must comply with all obligations listed in the on-line documentation, with utmost diligence. This documentation consists of the 'Correct installation of the PlantVisorPro Local' and the 'Specifications for the supply of the PlantVisorPro Local'.
    7.3 In implementing the Agreement, the Buyer must also comply with and apply all local regulations and rules applicable in the country in which the PlantVisorPro Local is to be used. These include all those concerning the protection of public health and safety and good commercial practise. Any costs relating to the compliance of the PlantVisorPro Local with that set out by the legislation of the country in which it is to be used, will be paid for exclusively by the Buyer.

    8. Warranties, responsibilities and return of materials
    8.1 The Seller guarantees that the PlantVisorPro Local is free from material faults and flaws of manufacture and complies with the standard technical specifications contained in the Technical Documentation.The Seller provides no warranty on materials and/or parts of the PlantVisorPro Local not produced by themselves, nor for any damages caused by uses not known at the time of Order and Confirmation of Order. The Seller also refuses to provide any guarantee of compatibility of the PlantVisorPro Local with other electronic equipment or other specific processing programmes.
    8.2 The Seller undertakes to guarantee the PlantVisorPro Local for 2 (two) years as from the date of its manufacture. This shall apply as long as the full price has been paid by the date stated on the invoice or in any case set out by the Agreement, and as long as any flaws are notified within 8 (eight) days of the date on which they are discovered.
    8.3 The PlantVisorPro Local under warranty, where an initial verification by the Seller takes it to be repairable, may only be repaired at the Seller's establishment. The Seller will also re-complete packaging, regenerating it as new. Where repair is not possible or not economically worthwhile, the Seller reserves the right to replace the PlantVisorPro Local with a new one free of charge. This is without prejudice to the Buyer's right to seek alternative legal remedies.
    8.4 In compliance with the terms and conditions set out by the previous art. 8.2, the Buyer must send the faulty PlantVisorPro Local, in its original packaging and/or in suitable packing, at his own expense, to the Seller's premises. The item must be sent complete with its identification code, serial number, date of manufacture and a detailed written description of the flaw reported. The Buyer shall invalidate the warranty if the identification label has been removed or damaged. The Seller will only accept the material if coming from the Buyer. As such, distributors or retailers must collect the PlantVisorPro Local for repair or replacement from their clients, and deliver it to the Seller. The Seller shall carry out all appropriate checks and/or works and return the material within the terms necessary for repair. The Seller will return the Product as quickly as possible and, in any case, in no more than 2 months as from receipt of the return. This is without prejudice to where additional specific checks are required, and in which case, the Buyer will be duly informed of such. The Seller will bear the costs, DDU (Incoterms 2000) for returning the PlantVisorPro Local to the Buyer.
    8.5 This is without prejudice to the fact that the Seller shall provide no warranty to cover flaws in the PlantVisorPro Local deriving from: failure to comply with the instructions given in the Technical Documentation, tampering, improper use, incorrect installation, incorrect use, negligent maintenance, repairs, changes or alterations made or caused by the Buyer or by unauthorised third parties, extraordinary events such as accidents, abnormal wear of the PlantVisorPro Local or its components caused, by way of example, by the physical, electrical or electromagnetic environment. More specifically, it is specified that the Buyer shall be the sole party liable for the use of the Products in machines and for activities and applications that differ from those specified in the Seller's Technical Documentation. The Buyer shall also therefore be liable for all and any relevant consequences.
    8.6 With the exception of cases of fraud and serious misconduct, the Seller therefore excludes any further contractual or non-contractual liability for such, in any case originating from the PlantVisorPro Local. This includes, as mere examples and not intended as an exhaustive list, compensation for direct and indirect damages, losses including loss of profits, costs, fees also in relation to the withdrawal of the PlantVisorPro Local from the market, lack of earnings, and interruption of the operations of the PlantVisorPro Local. The Seller's contractual liability is limited to the compensation of an amount not in excess of the price of the PlantVisorPro Local.
    8.7 Any return of new materials for credit, for reasons not due to the Seller, must be agreed with the Seller in advance. The document accompanying returned goods must mention the exact details of the sales invoice, which must also be dated no more than 12 months earlier. The PlantVisorPro Local returned within the first 20 days of consignment will be devalued by 20% as compared with the original purchase price, for administrative, movement and control fees. Transport costs will be paid for by the Buyer. The returned PlantVisorPro Local must not show any signs of tampering and must be supplied in its original packaging. Failure to do so will entail the charge of cost for restoration to new condition, in addition to the above-stated impairment. Failure to comply with this art. 8.7 will result in failure to accept the returned PlantVisorPro Local.

    9. Licensed software
    The right to use the standardised application software included in the PlantVisorPro Local is subject to the Buyer's acceptance, or acceptance by the effective user where this is not the Buyer, of further terms and conditions. These further terms and conditions are stated in a separate license agreement for the use of the software, which can be viewed on the screen immediately after turning the PlantVisorPro Local on.
    10. Drawings, technical documents and intellectual property
    10.1 All Technical Documentation, drawings, documents and technical specifications, illustrations and information concerning the PlantVisorPro Local delivered and made available to the Buyer by the Seller, may not be used for any purpose other than that for which they have been sent, unless specifically authorised by the Seller. Intended purposes include, by way of example, the installation, use, maintenance and marketing of the Product.
    10.2 All information (supplied in any form and format), technical standards and specifications supplied by the Seller, as per art. 10.1 above, are the exclusive property of the Seller. No trademark license or license to use patents or other industrial or intellectual property rights relating to the above-stated technical information, know-how, etc., are considered as granted to the Buyer under this Agreement.

    11. Export conditions
    11.1 The sale of the PlantVisorPro Locals and their basic technology may be subject to export controls, according to various local regulations and laws. Such controls may be performed by the various authorities of each country in which the PlantVisorPro Local is to be marketed. The Buyer is responsible for complying with the laws, regulations and/or directives governing the import of goods. The Buyer is also responsible for paying duties in the country of destination through to the end customer.
    11.2 The Seller is committed to supplying the Buyer with all information and assistance that can reasonably be requested by the other Party in obtaining authorisations and licenses required by local laws for the products to be exported. The Seller must also take all measures necessary to obtaining the required supporting documents, in a timely manner.

    12. Force majeure
    The Seller is not responsible for any delays or breach of contractual obligations where such delay or breach is due to causes independent of his will. These include, as examples and not intended as an exhaustive list, natural disasters, wars, embargo, requisitions, new legislations, strikes, production blocks, difficulties in finding raw materials and other essential parts to the production equipment, machinery failures or interruptions to energy supplies.

    13. PlantVisorPro Local quality
    13.1 The Seller's quality management system is certified ISO 9001 in accordance with the purpose specified on the certificate (ref. "Design, manufacture and sale of electronic control instruments, connections systems, remote management and monitoring and humidification systems").
    13.2 The Seller's Products are designed and built in accordance with current European standards.
    13.3 Every Product is further designed and tested to fall within the limits established by the European standards of reference as concerns electromagnetic compatibility and safety.
    13.4 Furthermore, many of the Seller's Products are tested and certified by international certification bodies (applicable certification trademarks can be seen on the product identification label).

    14. Language
    These Conditions have been drawn up in Italian and translated into English.
    Should there be any disagreement or differences between the Italian text and the English translation, the Italian text shall prevail.

    15. Applicable law
    This Agreement is subject to Italian law. Where the sale of the PlantVisorPro Local is made in countries other than Italy, it is specifically agreed that the parties exclude application of the United Nations Convention on international goods sales agreements adopted in Vienna on 11th April 1980 to this Agreement.



     
    GENERAL CONDITIONS OF THE PLANTWATCHPRO AGREEMENT
     

    1. Definitions

    In accordance with these conditions, the following definitions shall have the meanings given, regardless of whether they are used in a singular or plural form:

    'Buyer': the buyer of the PlantWatchPro.

    'Conditions': these general conditions of the agreement, which form an integral and substantial part of said Agreement and are also avaable from the website 'www.carel.com'.

    'Confirmation of Order': the written document of Order acceptance, sent by the Seller to the Buyer, valid as Order acceptance.

    'Agreement': the agreement drawn up between the Buyer and Seller for the sale of the PlantWatchPro.

    'Technical documentation': (i) paper manual containing the technical data and operative instructions for the assembly, installation, maintenance and set-up of the PlantWatchPro, prepared and drawn up by CAREL INDUSTRIES S.p.A., enclosed within the PlantWatchPro package, (ii) On-line help.

    'Ex-works' or 'EXW': delivery conditions of the PlantWatchPro in accordance with international 'Incoterms 2000' rules, namely at the Seller's premises. As from the time of consignment, the Buyer shall pay for all loading, transport, delivery and insurance costs.

    'Order': the document sent by the Buyer to the Seller, setting out the proposed purchase of the PlantWatchPro and relevant identification code.

    'Parties': The Buyer and Seller referred to jointly.

    'PlantWatchPro': electronic standardised monitoring and detection system to be used in HVAC/R systems marked by a given identification code assigned by the Seller and consisting of the following items: an electronic processor equipped with software and firmware, branded with the Carel trademark.

    'Seller': CAREL INDUSTRIES S.p.A. (Italy).

     

    2. Application and efficiency of the Conditions

    2.1 The Conditions are an integral and substantial part of each PlantWatchPro Sales Agreement. In the event of any discrepancy, they shall preva over any purchase conditions that may be stated by the Buyer on the Order, unless otherwise agreed in writing by the Parties.

    2.2 The Conditions are always avaable from the website www.carel.com. They are efficient between the Parties as the Buyer can become aware of such using ordinary digence upon drawing up the Agreement.

     

    3. Orders, Confirmations of Order and Technical Documentation

    3.1 Orders must be in writing. They are considered as accepted by the Seller by transmission of the Confirmation of Order to the Buyer.

    3.2 The Buyer guarantees that the terms and conditions in relation to each Purchase Order and each Confirmation of Order are correct. The Buyer declares that he has carefully examined all the Technical Documentation prior to having sent the Order, and has verified the technical and applicative compliance of his machinery and tools with the Products.

    3.3 The Seller reserves the right to make any changes to the Purchase Order for the PlantWatchPro, where it requires adaptation to meet internal or Community standards, or is altered in such a way that does not prejudice its quality or function, or is replaced with a more recent series with comparable form and/or functions to that replaced.

    3.4 All activities following the sale of the PlantWatchPro, for example, but not intended as an exhaustive list, the installation, assistance with assembly and set-up of the PlantWatchPro, according to the Buyer's demands, is at the exclusive cost, risk and liabity of the Buyer. The Buyer must comply in full with all operative instructions set out in the Technical Documentation.

     

    4. Price

    4.1 The price of the PlantWatchPro is as established in the price list current as of the date of Order. The price includes packaging costs according to the Seller's standards. Any special packaging required by the Buyer wl be paid for by the Buyer himself. The price does not include taxes and duties on the sale, customs duties, any other charges and VAT, if due.

    4.2 Without prejudice to alternative written agreements, all prices established by the Seller are Ex Works.

     

    5. Invoicing and method of payment

    5.1 The Seller shall invoice the Buyer for the price of the PlantWatchPro at the same time as consignment. Should the Buyer fa to collect the PlantWatchPro rom the Seller's premises within the terms established by the Agreement, without prejudice to the rights set out by art. 6.3 herein, the Seller shall have the right to issue invoice for the price of the PlantWatchPro at any stage. The Seller may do so following verbal or written notice provided to the Buyer that the PlantWatchPro is avaable for collection.

    5.2 The Buyer must pay the PlantWatchPro price within the terms specified on the Confirmation of Order or invoice. Payment must be made directly to the Seller's domice. The Seller shall have the right to receive payment even in the event that the Buyer should fa to collect the PlantWatchPro under the terms and conditions specified on the Confirmation of Order.

    5.3 Should the Buyer fa to make payment within the terms established by the Agreement, the Seller shall have the right to the maturity and payment of late payment interest in accordance with Italian Legislative Decree no. 231/02. This is without prejudice to compensation for greater damages.

    5.4 For payments from abroad, fund transfer costs from the foreign bank to the Italian bank wl be paid for in full by the Buyer.

     

    6. Delivery, PlantWatchPro collection, handover of risks

    6.1 Unless otherwise agreed, the consignment of the goods, with relative transfer of the risk of damages and/or depreciation of the PlantWatchPro to the Buyer, is intended as EXW – Ex Works. This applies even where full or partial delivery by the Seller has been agreed to another destination. In this case, the Buyer shall pay for all costs borne by the Seller for the transport, delivery, packaging and insurance.

    6.2 Delivery terms are fixed by the Seller on the Confirmation of Order.

    6.3 Should the Buyer fa to collect the PlantWatchPro within the delivery terms set forth in the Agreement, or should he fa to provide the Seller with adequate instructions for delivery, without prejudice to the rights described by art. 5.1 above, the Seller shall have the right to request reimbursement by the Buyer of all costs sustained for storage of the PlantWatchPro.

     

    7. Buyer commitments

    7.1 The Buyer is the sole party responsible for choosing the PlantWatchPro purchased. The Buyer has therefore decided that it is suitable to meeting his demands and for all activities subsequent to sale, namely the installation, maintenance, assembly and set-up of the PlantWatchPro at the Buyer's premises. These activities must be carried out in full compliance with the instructions given in the Technical Documentation. The Buyer must also be in possession of structures and skls (including technological skls) necessary for the correct use of the PlantWatchPro.

    7.2 Specifically, for the purposes of carrying out correct installation and subsequent correct function of the PlantWatchPro, the Buyer must comply with all obligations listed in the on-line documentation, with utmost digence. This documentation consists of the 'Correct installation of the PlantWatchPro'.

    7.3 In implementing the Agreement, the Buyer must also comply with and apply all local regulations and rules applicable in the country in which the PlantWatchPro is to be used. These include all those concerning the protection of public health and safety and good commercial practise. Any costs relating to the compliance of the PlantWatchPro with that set out by the legislation of the country in which it is to be used, wl be paid for exclusively by the Buyer.

     

    8. Warranties, responsibities and return of materials

    8.1 The Seller guarantees that the PlantWatchPro is free from material faults and flaws of manufacture and complies with the standard technical specifications contained in the Technical Documentation. The Seller provides no warranty on materials and/or parts of the PlantWatchPro not produced by themselves, nor for any damages caused by uses not known at the time of Order and Confirmation of Order. The Seller also refuses to provide any guarantee of compatibity of the PlantWatchPro with other electronic equipment.

    8.2 The Seller undertakes to guarantee the PlantWatchPro for 2 (two) years as from the date of its manufacture. This shall apply as long as the full price has been paid by the date stated on the invoice or in any case set out by the Agreement, and as long as any flaws are notified within 8 (eight) days of the date on which they are discovered.

    8.3 The PlantWatchPro under warranty, where an initial verification by the Seller takes it to be repairable, may only be repaired at the Seller's charge. The Seller wl also re-complete packaging, regenerating it as new. Where repair is not possible or not economically worthwhe, the Seller reserves the right to replace the PlantWatchPro with a new one free of charge. This is without prejudice to the Buyer's right to seek alternative legal remedies.

    8.4 In compliance with the terms and conditions set out by the previous art. 8.2, the Buyer must send the faulty PlantWatchPro, in its original packaging and/or in suitable packing, at his own expense, to the Seller's premises. The item must be sent complete with its identification code, serial number, date of manufacture and a detaed written description of the flaw reported. The Buyer shall invalidate the warranty if the identification label has been removed or damaged. The Seller wl only accept the material if coming from the Buyer. As such, distributors or retaers must collect the PlantWatchPro for repair or replacement from their clients, and deliver it to the Seller. The Seller shall carry out all appropriate checks and/or works and return the material within the terms necessary for repair. The Seller wl return the Product as quickly as possible and, in any case, in no more than 2 months as from receipt of the return. This is without prejudice to where additional specific checks are required, and in which case, the Buyer wl be duly informed of such. The Seller wl bear the costs, DDU (Incoterms 2000) for returning the PlantWatchPro to the Buyer.

    8.5 This is without prejudice to the fact that the Seller shall provide no warranty to cover flaws in the PlantWatchPro deriving from: faure to comply with the instructions given in the Technical Documentation, tampering, improper use, incorrect installation, incorrect use, negligent maintenance, repairs, changes or alterations made or caused by the Buyer or by unauthorised third parties, extraordinary events such as accidents, abnormal wear of the PlantWatchPro or its components caused, by way of example, by the physical, electrical or electromagnetic environment. More specifically, it is specified that the Buyer shall be the sole party liable for the use of the Products in machines and for activities and applications that differ from those specified in the Seller's Technical Documentation. The Buyer shall also therefore be liable for all and any relevant consequences.

    8.6 With the exception of cases of fraud and serious misconduct, the Seller therefore excludes any further contractual or non-contractual liabity for such, in any case originating from the PlantWatchPro. This includes, as mere examples and not intended as an exhaustive list, compensation for direct and indirect damages, losses including loss of profits, costs, fees also in relation to the withdrawal of the PlantWatchPro from the market, lack of earnings, and interruption of the operations of the PlantWatchPro. The Seller's contractual liabity is limited to the compensation of an amount not in excess of the price of the PlantWatchPro.

    8.7 Any return of new materials for credit, for reasons not due to the Seller, must be agreed with the Seller in advance. The document accompanying returned goods must mention the exact detas of the sales invoice, which must also be dated no more than 12 months earlier. The PlantWatchPro returned within the first 20 days of consignment wl be devalued by 20% as compared with the original purchase price, for administrative, movement and control fees. Transport costs wl be paid for by the Buyer. The returned PlantWatchPro must not show any signs of tampering and must be supplied in its original packaging. Faure to do so wl enta the charge of cost for restoration to new condition, in addition to the above-stated impairment. Faure to comply with this art. 8.7 wl result in faure to accept the returned PlantWatchPro.

     

    9. Licensed software

    The right to use the standardised application software included in the PlantWatchPro is subject to the Buyer's acceptance, or acceptance by the effective user where this is not the Buyer, of further terms and conditions. These further terms and conditions are stated in a separate license agreement for the use of the software, which is avaable inside the Technical Documentation included in the packaging.

     

     

    10. Drawings, technical documents and intellectual property

    10.1 All Technical Documentation, drawings, documents and technical specifications, lustrations and information concerning the PlantWatchPro delivered and made avaable to the Buyer by the Seller, may not be used for any purpose other than that for which they have been sent, unless specifically authorised by the Seller. Intended purposes include, by way of example, the installation, use, maintenance and marketing of the Product.

    10.2 All information (supplied in any form and format), technical standards and specifications supplied by the Seller, as per art. 10.1 above, are the exclusive property of the Seller. No trademark license or license to use patents or other industrial or intellectual property rights relating to the above-stated technical information, know-how, etc., are considered as granted to the Buyer under this Agreement.

     

    11. Export conditions

    11.1 The sale of the PlantWatchPro and their basic technology may be subject to export controls, according to various local regulations and laws. Such controls may be performed by the various authorities of each country in which the PlantWatchPro is to be marketed. The Buyer is responsible for complying with the laws, regulations and/or directives governing the import of goods. The Buyer is also responsible for paying duties in the country of destination through to the end customer.

    11.2 The Seller is committed to supplying the Buyer with all information and assistance that can reasonably be requested by the other Party in obtaining authorisations and licenses required by local laws for the products to be exported. The Seller must also take all measures necessary to obtaining the required supporting documents, in a timely manner.

     

    12. Force majeure

    The Seller is not responsible for any delays or breach of contractual obligations where such delay or breach is due to causes independent of his wl. These include, as examples and not intended as an exhaustive list, natural disasters, wars, embargo, requisitions, new legislations, strikes, production blocks, difficulties in finding raw materials and other essential parts to the production equipment, machinery faures or interruptions to energy supplies.

     

    13. PlantWatchPro quality

    13.1 The Seller's quality management system is certified ISO 9001 in accordance with the purpose specified on the certificate (ref. "Design, manufacture and sale of electronic control instruments, connections systems, remote management and monitoring and humidification systems").

    13.2 The Seller's Products are designed and but in accordance with current European standards.

    13.3 Every Product is further designed and tested to fall within the limits established by the European standards of reference as concerns electromagnetic compatibity and safety.

    13.4 Furthermore, many of the Seller's Products are tested and certified by international certification bodies (applicable certification trademarks can be seen on the product identification label).

     

    14. Language

    These Conditions have been drawn up in Italian and translated into English.
    Should there be any disagreement or differences between the Italian text and the English translation, the Italian text shall preva.

     

    15. Applicable law

    This Agreement is subject to Italian law. Where the sale of the PlantWatchPro is made in countries other than Italy, it is specifically agreed that the parties exclude application of the United Nations Convention on international goods sales agreements adopted in Vienna on 11th Apr 1980 to this Agreement.
     

     

    March 2016, Rel. 1.2
    Sales Conditions valid as of 07.03.2016

     

    Previous releases

    Sales Conditions rel 1.1 (valid as of May 2012)
    Sales Conditions rel 1.0