CAREL - Legal & Compliance

The reproduction, even partial, of the pages and contents of this site is strictly forbidden. 
 
Web contents of the CAREL INDUSTRIES S.p.A. site and intellectual property rights
All material (by way of example, databases, static and moving images, drawings, guides and newsletters) posted on the CAREL INDUSTRIES S.p.A. website is protected by Italian copyright law and by EU and international laws applicable on the basis of formal or material references made by Italian law or of international conventions and agreements ratified by Italy.
CAREL INDUSTRIES S.p.A., with registered office in Brugine (PD), on via dell’industria, 11 is the owner of the website contents, including any graphic rendition of the web pages, and the organisation and collection of such contents within the site. 
Users of the CAREL INDUSTRIES S.p.A. Website undertake to comply with the regulations for the protection of authors and protected works, as well as with any other related rights, and will not cause any prejudice to CAREL INDUSTRIES S.p.A. or to the legitimate owners of copyrights on individual works posted on the CAREL INDUSTRIES S.p.A. website.
Unless they have obtained the prior and express consent of CAREL INDUSTRIES S.p.A., and express authorisation by the legitimate owners of the works protected by copyright posted on the CAREL INDUSTRIES S.p.A. Website, users are not allowed to (i) reproduce, permanently or temporarily, in any way or form, in whole or in part, the CAREL INDUSTRIES S.p.A. website and its contents; (ii) translate, adapt, provide to the public, disseminate and distribute to the public the CAREL INDUSTRIES S.p.A. website and its contents, (iii) present and demonstrate to the public, transmit by any means and in any form, and use for any economic exploitation whatsoever the CAREL INDUSTRIES S.p.A. website and its contents.
Hypertext links and frames are provided by the CAREL INDUSTRIES S.p.A. website to users exclusively as Internet navigation tools.
The temporary, transitory and incidental reproduction by users via the Internet of the web contents of the CAREL INDUSTRIES S.p.A. site is permitted, provided that is conducted solely for the purpose of accessing the CAREL INDUSTRIES S.p.A. website and its services, where the individual acts of reproduction do not have an inherent economic significance or do not constitute the economic exploitation of the contents of the CAREL INDUSTRIES S.p.A. website and of the works contained therein. 
 
Images, Trademarks and other Distinctive Signs 
CAREL INDUSTRIES S.p.A. is the owner of (i) the “CAREL” trademark, in its pictorial and written representation, displayed on the website and reproduced in our communications, including in digital format; (ii) logos, symbols and any other distinctive sign used on the website to identify it, and its content and services.
The users acknowledge and agree that they will not acquire any right or interest in CAREL’s Rights and that CAREL’s Rights will be used, by way of example, in connection with the advertising and promotion of CAREL’s products in catalogues, brochures or websites, strictly in accordance with the rules and regulations relating to the use of CAREL’s Rights.

Rules for the Correct Use of the CAREL Logo
In order to be authorised to use the “CAREL” trademark (pictorial representation), users must download the information document (Brand Book information document), fill in the form and return it initialled according to the instructions provided therein. Thereafter, users will receive the high-resolution files for use allowed pursuant to the instruction provided in the Brand Book document.
In the case of authorised use of the “CAREL” trademark, users will not acquire any right or interest in the CAREL INDUSTRIES S.p.A. rights and such rights will only be used strictly in accordance with the rules and regulations relating to the use of CAREL INDUSTRIES S.p.A. rights. In case of continuous use of the Brand Book, we recommend users to download the updated version before each use, in order to be aware of any updates thereto. CAREL INDUSTRIES S.p.A. reserves the right to make changes to the Brand Book at its discretion, at any time.

Additional legal note: the domains carel.com, carel-korea.co.kr, carel-korea.kr, carel-southafrica.co.za, carel.ae, carel.ai, carel.app, carel.asia, carel.az, carel.ba, carel.bg, carel.bo, carel.careers, carel.co, carel.co.ir, carel.co.nz, carel.co.ve, carel.com.ar, carel.com.au, carel.com.pk, carel.com.pl, carel.com.pt, carel.com.py, carel.com.tr, carel.community, carel.company, carel.cz, carel.de, carel.dev, carel.ec, carel.energy, carel.equipment, carel.es, carel.events, carel.green, carel.hk, carel.hn, carel.holdings, carel.hr, carel.in, carel.industries, carel.international, carel.it, carel.jobs, carel.kr, carel.ma, carel.mx, carel.my, carel.nz, carel.online, carel.pe, carel.ph, carel.ph, carel.pl, carel.qa, carel.rs, carel.sa, carel.si, carel.tech, carel.tel, carel.tn, carel.tw, carel.ua, carel.uk, carel.vn, carel.world, carelbefeuchtung.com, carelcontrols.co.za, carelfrance.fr, carelgroup.com, carelhumidificacion.com, carelhumidification.com, carelhumidifiers.com, carelhumidifiers.uk, carelmexicana.com, carelnordic.se, carelonline.com, carelrussia.com, carelrussia.ru, carelsa.co.za, careluk.co.uk, careluk.com, careluk.uk, carelumidificazione.com, carelusa.com, carelusa.net, carelusa.org, humidification-for-life.com, humidificationforlife.com are registered and used by CAREL INDUSTRIES S.p.A., with registered office in Brugine (PD), on via dell’industria, 11.

CAREL General Conditions of Sales

General conditions for developing and licensing software for use

1. SOME DEFINITIONS

a) CAREL: CAREL Industries S.p.A. and all the companies belonging to CAREL Industries S.p.A. group, i.e. every company that is directly or indirectly controlled by CAREL Industries S.p.A. or that directly or indirectly controls CAREL Industries S.p.A. and every associate company. 
b) Customer: a natural or legal person that enters into a Contract (as defined below) with CAREL and accepts these General Conditions (as defined below).
c) General Conditions: these general conditions for developing and licensing software for use. 
d) Contract: a contract between CAREL and the Customer for the development of Custom Software, the licence to use it and/or the licence to use Standard Software or Software Tools (as defined below), concluded as stated in Clause 3.
e) Type "A" licence: a licence to use a Software Tool (as defined below).
f) Type "B" licence: a licence to use a Standard Software product (as defined below).

g) Type "C" licence: a licence to use a Custom Software product (as defined below) supplied without the source code, which does not allow the Customer to modify the Software, as stated in Clause 4.

h) Type "D" licence: a licence to use a Custom Software product (as defined below) supplied with all or part of the source code of the Software (as defined below), which allows the Customer to modify the Software, as stated in Clause 4.

i) Quote: an electronic or hard-copy document, email or fax produced by CAREL for developing and licensing Custom Software, based on the Technical Specifications (as defined below) provided by the Customer and CAREL’s other terms of service. The Quote states, among other things: (i) the contractual fees; (ii) the timescales for releasing the Software Beta Version (as defined below); (iii) the type of licence; (iv) the payment terms and conditions.

j) Order: the purchase order with which the Customer accepts the Quote for developing and licensing the Custom Software and which the Customer must always send in writing via email, fax or post to CAREL along with a digitally or manually signed copy of the General Conditions. k) Software Programs or Software: the Software Tools, Standard Software and Custom Software under the Contract.

l) Software Tool: a computer software program for developing and managing application software designed and developed by CAREL, including updates and plug-ins, e.g. pCO manager, VPM, ComTool, Device Creator, 1tool, c.suite, PlantVisorPRO, PlantWatchPRO, BACset, LONset, K-Set, 1tool Touch Editor, RemotePRO, boss, c.web, STone, Spark, Sparkly, Applica Desktop, Replica.

m) Standard Software: an application software program, macroblock, module or plug-in or firmware, BIOS, OS or any other software designed and developed by CAREL and not classifiable as a Software Tool or as Custom Software. n) Custom Software: an application software program, macroblock, module or plug-in or firmware, BIOS, OS or any other software personalised by CAREL based on the Technical Specifications (as defined below) provided by the Customer in writing.

o) Software Beta Version: a preliminary version of the Custom Software released to the Customer with a limited user licence for the sole purpose of testing and validating the Software, as described in Clause 10. The Software Beta Version is specifically identified with the suffix "B", "BETA", "prototype", "RC" or "Release Candidate" after the software version shown in the information window and in the downloaded file name (e.g. filename_1.1.01B).

p) Technical Specifications: a document provided or in any event accepted by the Customer that defines the specifications to which the Custom Software must conform, regarding settings and modes, basic and additional functions, alarm handling, Customer interface, hardware products involved, the number and type of hardware inputs/outputs supported, connectivity with other devices, protocols, systems, etc.

q) Trial Version: Software licensed by CAREL for use for a limited duration and/or with limited functionality under Clause 4.7.

2. SUBJECT MATTER OF THE CONTRACT

2.1 The Contract concerns the development of Custom Software based on the Technical Specifications provided by the Customer, the user licence for that Custom Software and/or the user licence for Software Tools or Standard Software. These General Conditions cover the conclusion of the Contract, the development of the Custom Software, and the Software licences.
2.2 The tasks of installing, configuring for use, and testing the Software to ensure that it works correctly are not covered by the Contract. They are done at the exclusive responsibility, risk and expense of the Customer and/or of any subsequent sub-licensees and/or licence assignees, where permitted.

2.3 The Customer acknowledges that: (i) the Software may contain errors and faults; (ii) it is not possible to develop the Software to function without error for all possible and potential uses and applications; (iii) Software updates may introduce new errors not present in earlier versions. A Customer wishing to use the Software therefore acknowledges and accepts that the Software may contain errors and faults. The Customer waives any claim for compensation against CAREL that is in any way related to the Software.

3. MEANS OF CONCLUDING THE CONTRACT

The Contract is concluded in one of the following ways:
a) for licensing Software Tools or Standard Software to the Customer, when: (i) the Software is downloaded from the website or otherwise installed after the Customer has accepted these General Conditions via a "clickwrap" or (ii) the Customer receives the Software on a physical medium after having requested it from CAREL by email, fax or post, attaching a manually or digitally signed copy of these General Conditions to the request;

b) for developing and licensing Custom Software, when CAREL receives an Order that matches the Quote and was sent with a manually or digitally signed copy of these General Conditions.

4. USER LICENCE

4.1 CAREL grants the Customer a licence to use the following types of Software:

• Software Tools - type "A" licence
• Standard Software - type "B" licence
• Custom Software without source code - type "C" licence
• Custom Software with source code - type "D" licence.

4.2 The Software user licences covered by these General Conditions include the rights to (i) install and (ii) use the Software, within the limits of the intended uses of the Software and/or of the CAREL products (the Products) for which the Software is intended, under Clause 4.4. All the instructions and technical documentation for installing and using the Software are available from CAREL at the Customer’s request.

4.3 Software user licences are granted exclusively within the limits and at the conditions stated in these General Conditions for each type of licence, as set out below.

4.4 The Software has been created to enable the Products to work. The Products are for use in the refrigeration, air-conditioning and humidification sectors and, in any event, only in the market sectors where CAREL Group operates. Purchases of the Products are always governed by the CAREL General Conditions of Sale.

4.5 The Customer will not acquire any right other than those set out in these General Conditions. The Customer must directly inform any sub-licensees and/or assignees of the Software licence, where permitted, about these General Conditions, how they can be obtained, the restrictions stated in them, and the obligation to comply with them in full. The Customer must ensure that any sub-licensees and/or assignees of the Software licence accept these General Conditions.

4.6 To prevent or, in any event, to limit any damage to itself and third parties, the Customer must diligently test and check the operation of the Software in detail before, during and after any important operation (such as installing, updating or configuring the Software). The Customer must keep precise, detailed records of the testing/checking data thus collected, in order to detect or prevent possible Software faults.

4.7 A licence granted to the Customer to use a Trial Version of a Software Tool or of Standard Software will be of type "A" or type "B", respectively, although the licence duration and/or some aspects of its functionality will be limited.

4.8 Software Tools - type "A" licence

a) Unless otherwise agreed, type "A" licences are perpetual, free of charge, non-exclusive, non-transferable and not sub-licensable.
b) The Customer chooses the Software Tool to suit its requirements and the computer on which the Software Tool must be used, based on the information in the technical documentation referred to in Clause 4.2. The Customer therefore has sole responsibility both for determining its own needs and requirements regarding the preselected computer programs and systems and for its own machines, tools, peripherals and IT equipment.

c) The type "A" licence includes the rights under Clause 4.2 and entitles the Customer to make a single copy of the licensed Software Tool to keep in case of faults (the backup copy). The Customer must not remove the trademarks or the copyright or proprietary-rights notices mentioned in Clause 6 from the backup copy. In any event, if the number of installations exceeds the number of licences purchased, the Customer must use a mechanism to ensure that the number of simultaneous users of the Software Tool does not exceed the number of licences purchased.

d) To use the Software Tool, an ‘Activation Key’ may be needed. This is supplied by CAREL on request and may comprise a file or alphanumeric code.

4.9 Standard Software - type "B" licence

a) Unless otherwise agreed, type "B" licences are perpetual, free of charge, non-exclusive, transferable and sub-licensable, without prejudice to Clause 4.5.

b) The Customer chooses the Standard Software to suit its requirements and the computer on which the Standard Software must be used, based on the information in the technical documentation mentioned in Clause 4.2. The Customer is therefore solely responsible both for determining its own needs and requirements regarding the computer programs and systems and for its own machines, tools, peripherals and IT equipment. At the Customer’s request, CAREL may supply the Customer with part or all of the source code for the Standard Software. In that event, without prejudice to the clauses on type "B" licences in these General Conditions, the terms concerning type "D" licences will apply as stated in paragraphs 4.10(b)(ii) and 8.4(e) and in Clauses 5, 6 and 7, where compatible.

4.10 Standard Software - type "C" and "D" licences

a) Unless otherwise agreed, type "C" and "D" licences are perpetual, for payment, exclusive, transferable and sub-licensable, without prejudice to Clause 4.5.

b) Unless otherwise agreed, licences for Custom Software are of type "C":

1. The type "C" licence includes the rights under Clause 4.2 and entitles the Customer to make an unlimited number of copies of the Software;
2. The type "D" licence includes the rights for type "C" licences and supply of all or part of the Software’s source code and entitles the Customer to modify the Software to suit its own requirements. A Customer holding a type "D" licence cannot disclose or transfer the Software source code to third parties without CAREL’s prior written permission.

5. LIMITATIONS ON THE RIGHT OF USE

Without CAREL’s specific written permission, and unless mandatory legal provisions require otherwise, the Customer is NOT permitted to:

a) "reverse engineer" the Software, i.e. to work back to obtain the source code and all its constituent elements. This limitation also applies to Software for which the Customer holds a type "D" licence, but only for the parts of the Software for which no source code was provided;

b) use the source code in another Software Tool or a non-CAREL product (Type "D" licences only).

6. INTELLECTUAL PROPERTY IN THE SOFTWARE

6.1 Unless otherwise agreed in writing with the Customer regarding Custom Software, CAREL exclusively owns all the intellectual-property rights to the licensed and/or developed Software and all the technical documentation (electronic and hard copy) provided to the Customer.

6.2 Where a type "D" licence applies, the Customer exclusively holds the intellectual-property rights in the modifications that it has made to the Custom Software for the innovative content of those modifications only. In any event, the Customer will not acquire any right additional to and/or other than those set out in these General Conditions.

6.3 The Customer acknowledges that CAREL’s Software Programs are protected by Italian and international copyright and intellectual-property law. The Customer must not remove CAREL’s trademarks or copyright and proprietary-rights notices from any of the copies of the Software Programs, except as stated in Clause 6.2.

6.4 CAREL accepts no liability for any violations of the intellectual-property rights of others committed by the Customer or by any sub-licensees and/or assignees of the Software licence through use of the licensed Software.

7. CONFIDENTIALITY AND SECRECY OBLIGATIONS

Excepting modifications to Custom Software made by a Customer holding a type "D" licence, for the innovative part of the modifications concerned - unless otherwise agreed with CAREL in writing - all the techniques, algorithms and procedures contained in the Software Programs, the associated documentation and the supporting media must be treated as commercial secrets and reserved confidential information owned by CAREL. They must not be used beyond the limits and/or for purposes other than those stated in these General Conditions. On its own behalf and that of its employees, contract staff and consultants, the Customer must take all appropriate and necessary measures to keep the Software Programs, the source code and the associated documentation secret and confidential.

8. WARRANTIES

8.1 General principles
a) The Software developed and/or licensed free of charge and the Trial Versions of Software are supplied as is; CAREL provides no guarantee whatsoever, express or implicit. Any faults in this Software may be fixed at CAREL’s discretion.

b) Without prejudice to Clause 2.3, if the Software has serious faults that the Customer reports promptly within the timescales stated below for each Software program and within the warranty period, and if CAREL's initial investigations deem that the Software can be repaired, then the Software will be fixed exclusively at CAREL’s premises, unless the parties agree otherwise. If it is not possible or economically worthwhile to fix it, then CAREL may replace the Software program free of charge with a new one, and CAREL will then have no further liability to the Customer. For all matters not covered by these General Conditions, the CAREL General Conditions of Sale below will apply. In any event, purchases of CAREL Products and the associated warranties are governed by the CAREL General Conditions of Sale.

c) CAREL offers no warranty for Software defects resulting from a failure to follow the instructions in the technical documentation in Clause 4.2, if the Software has been tampered with, improperly used, or incorrectly installed, configured, maintained, repaired, modified or altered by the Customer or third parties;

d) Save as expressly provided by law, the Customer agrees not to seek any remedy not envisaged in these General Conditions for any faults in the Software.  

8.2 Software Tools

a) CAREL warrants that the Software Tools substantially conform to the specifications stated in the associated technical documentation in Clause 4.2.

b)CAREL offers no express warranty as to the proper functioning of the Software Tools.

c)The warranty lasts for 2 (two) years from when the Software Tool is downloaded (or otherwise delivered).

d) If a fault appears in the Software during the warranty period, then CAREL may choose, as an alternative to the arrangement in paragraph 8.1(b), to refund any money paid for the Software user licence.

e) The Customer must report any faults in the Software to CAREL in writing at most 30 (thirty) days after the date when they were found. Faults must be adequately documented and reproducible.

f) If a fault is reported within the warranty period for a Software Tool supplied on a physical medium, then, according to the terms and conditions in this Clause 8.2 and unless the parties agree otherwise, the Customer must send the defective Software Tool to its reseller at its own expense. The Customer must send the Software Tool in its original packaging and/or suitably packaged, stating the identification code, the serial number and a detailed description of the fault found. CAREL will accept the material only if received from its direct reseller. Therefore, the Customer must deal directly with the reseller (an authorised distributor or subsidiary). The reseller will collect the Software Tool to be repaired or replaced and will send it to CAREL. CAREL will perform all appropriate checks and/or work and will return the material once the repairs have been made, without prejudice to CAREL’s rights under paragraphs 8.1(b) and 8.2(d).

8.3 Standard Software

a) The Standard Software is supplied "as is"; CAREL and its suppliers offer no warranty whatsoever, express or implicit.

b) Any faults in the Software may be fixed at CAREL’s discretion.

8.4 Custom Software

a) CAREL warrants that the Custom Software conforms to the Technical Specifications and to the specifications stated in the associated technical documentation in Clause 4.2.

b) The warranty lasts for 90 (ninety) days from when the Software is downloaded (or otherwise delivered). It applies to the official version of the Software, exclusively if serious faults arise that would have been difficult for CAREL or the Customer to spot during the Testing and Validation Period mentioned in Clause 10.3.

c) If a fault is found in the Custom Software during the warranty period, then the Customer shall report it promptly to CAREL. CAREL shall then accept the fault report within 5 (five) working days and shall release a correct version of the Custom Software within 15 (fifteen) working days of the report, except where the fault concerns structural components (e.g. a BIOS or HW bug affecting the 1tool application), when a resolution could take longer.

d) If a fault is reported within the warranty period regarding Custom Software supplied on a physical medium, then, according to the terms and conditions stated in this Clause 8.4 and unless the parties agree otherwise, the Customer must send the Software to CAREL in the original packaging and/or suitably packaged, stating the identification code, the serial number and a detailed description of the fault found. CAREL will perform all appropriate checks and/or work and will return the material once the repairs have been made, without prejudice to CAREL’s right under paragraph 8.1(b) to replace the Software free of charge with a new version.

e) The Customer shall keep an accurate, detailed record of significant details about the Custom Software’s operation for the entire warranty period, to monitor and document any faults and to include in any fault reports to enable CAREL to promptly identify and fix the faults in the Custom Software. f) Without prejudice to paragraph 8.1(c), the warranty does not apply in the event of:

1. tampering with, modification of, or improper use of the Custom Software and/or source code for Custom Software with a Type "D" licence;
2. faults due to errors or omissions in the Technical Specifications;
3. faults due to the integration or interaction between the Custom Software or the Product in which the Custom Software is installed and other software programs, applications, systems or products not made or sold by CAREL.

g) The warranty applies exclusively in favour of the Customer.

9. RESPONSIBILITIES

9.1The Customer is responsible for checking and ensuring that the Software installed in its units/applications fully meets the requirements and provides the specified performance.

9.2 CAREL is not responsible for faults due to a non-conformity in the hardware and/or the product in which the Software is installed.

9.3 Excepting any liability for wrongful intent and/or serious negligence, CAREL declines any liability on its own behalf and/or that of its suppliers, whether contractual or non-contractual, for faults, errors and malfunctions in the Software. Nor does CAREL accept liability for direct and indirect damage to the Customer or third parties (including loss of information or profit, costs, expenses or lost earnings) caused by those faults, errors and malfunctions.

The Customer agrees not to make any demand, recourse or claim for compensation for damage against CAREL, except in the event of wrongful intent or serious negligence. CAREL’s total liability, if any, is limited to reimbursement of the fee actually paid by the Customer for the Software to be developed or licensed.

9.4 The Customer must indemnify CAREL and hold it harmless from any liability, claim for compensation, legal or administrative action, or any other kind of demand from third parties concerning:

1. use of the Software and/or use and/or modification of the Software source code;
2. improper use or failure of the Software. The Customer takes full responsibility for the Technical Specifications provided to CAREL and for any error in the Software caused by the Technical Specifications or any error in the Product in which the Software is installed.

9.5 The Customer acknowledges that the Software was not designed or made for use in dangerous environments that require guaranteed performance, such as: applications in nuclear power stations; aircraft flight and communication systems; air-traffic control systems; medical, hospital and lifesaving equipment; armaments or other applications in which any software problems might cause deaths, personal injuries, or serious physical or material damage (collectively, High-Risk Activities). CAREL offers no express or implied warranty of suitability for High-Risk Activities. The Customer or its sub-licensees will have sole responsibility for using the Software in High-Risk Activities.

9.6 The Customer acknowledges that: (i) the operation of the Software may be compromised by adverse factors, including power fluctuations, malfunctions in peripherals connected to the hardware, installation errors, malfunctions or faults in the control devices, temporary faults in electronic systems (hardware and/or software), malfunctions or faults in communication devices (faxes, data-communication networks, fixed-line/mobile telephones, relays, etc.), unforeseen incorrect usage, or mistakes by the Customer or by the application designer (adverse factors of this kind will be known as System Faults); (ii) any application for which a System Fault could create a risk of damage to property, injury to people or both (including the risk of physical injury and death) must not rely exclusively on electronic monitoring; (iii) to avoid damage, injury or death, the Customer must take reasonable, prudent measures to guard against System Faults, including backup and power-down mechanisms; (iv) all the Customer’s systems have been adapted and differ from the systems on which CAREL performs its tests, and the Customer might use the Software in combination with other products in ways not tested or envisaged by CAREL. The Customer therefore takes ultimate responsibility for testing and validating the Software wherever the Software has been incorporated into a system or application, including this system or application’s procedures and security.

10. DEVELOPMENT OF CUSTOM SOFTWARE (TYPE "C" AND "D" LICENCES)

10.1 CAREL develops Custom Software to the Technical Specifications and supplies the Customer with the Software Beta Version by the deadline stated in the Quote, by making it available in the dedicated section of the CAREL website. CAREL will record the Customer’s download of the Software Beta Version for traceability purposes.

10.2 If the Customer makes a written request for modifications to the Technical Specifications while the Custom Software is being developed, then the deadline stated in the Quote for releasing the Software Beta Version will be extended, as CAREL will notify the Customer from time to time. If, at CAREL’s absolute discretion, the requested modifications increase the Custom Software development costs, then the parties will reach a specific agreement about the modifications, to update the contractual fees.

10.3 Unless otherwise stated in the Quote, once CAREL has made available the Software Beta Version, the Customer will have a Testing and Validation Period of 30 (thirty) days, in which it must thoroughly test the Custom Software to check that the Software:

a) complies fully with the Technical Specifications, or in any event that it meets the Customer’s requirements;

b) is free of faults, errors or malfunctions and is specifically fit for the purpose for which the Customer intends to use it.

CAREL will not be liable for any damage reported by the Customer that depends on the Software’s functioning or failure to function in the Testing and Validation Period.

10.4 Any errors, faults or malfunctions found during the testing and verification as above must be reported promptly to CAREL. During the Testing and Validation Period, CAREL will provide technical support by telephone/email about the procedures for installing the Custom Software and the basic functions, so that the Customer can report any errors, faults or malfunctions.

10.5 The Customer must keep accurate, detailed records of the results of the tests and checks made in the Testing and Validation Period. The Customer must report them to CAREL along with any fault reports, to enable CAREL to promptly identify and fix the faults in the Custom Software. CAREL must accept the report within 5 (five) working days and must release a fixed version of the Software Beta Version within 15 (fifteen) working days of the fault report. Once the Customer has received the new Software Beta Version, the Customer will have another 30-day (thirty-day) Testing and Validation Period to evaluate only the part of the Software that has been fixed.
When the Testing and Validation Period has ended without any fault reports (or any further fault reports) being made, the Custom Software will be considered accepted and validated. If the Quote included an agreed fee for CAREL to fix the faults, then the Customer must pay that fee.
The Customer may always accept the Software as validated before the Testing and Validation Period expires, by writing to CAREL.
In accepting and validating the Custom Software, whether expressly or tacitly, the Customer confirms that it has duly verified that the Custom Software fully complies with the Technical Specifications, is free of faults, errors and malfunctions, and is suitable for its intended use

10.6 After the Software has been validated, CAREL will supply the Customer with the final release version of the Custom Software, by making it available in the dedicated section of the CAREL website. CAREL will record when the Customer downloads the Custom Software, for traceability purposes. The Customer’s type "C" or "D" licence, as stated in the Quote, comes into effect when the Customer downloads the Custom Software.

As an alternative to a download, the Software Beta Version and the Custom Software can be supplied in another way, as long as the Customer has already signed these General Conditions.

11. FEES

11.1 The fees that the Customer must pay to CAREL for developing and licensing the Custom Software are stated in the Quote along with the payment methods and terms.

11.2 For any fees and the applicable terms and conditions of payment that the Customer must pay to CAREL for the Tool Software or Standard Software license, they shall apply the terms notified by CAREL to the Customer before the Contract was concluded.

11.3 Where Software programs are contained within Products purchased by CAREL, the fees and the associated payment terms and methods will be subject to the CAREL General Conditions of Sale, which govern the terms and conditions applicable to purchases of the Products.

12. TECHNICAL SUPPORT

12.1 At its own discretion, CAREL may provide the Customer with technical support and assistance in installing the Software and in using its basic features, including troubleshooting any problems but excluding customisation.

12.2 Technical support is provided via telephone and/or email only. The telephone numbers and email addresses to use are stated on the CAREL website.

12.3 If the technical support requires access to the infrastructure in which the Software has been installed, then the Customer must allow CAREL personnel to make the necessary checks on site, to be agreed in writing in advance.

13. ENHANCEMENTS AND UPDATES

Enhancements and updates of the Software version licensed for use will be provided as and when available for an additional cost, when applicable. In any event, the provision of enhancements and enhancements will not extend the warranty period for the Software licensed for use to the Customer.

14. TERMINATION

14.1 CAREL may end the Contract under and by reason of article 1456 of the Civil Code, without prejudice to CAREL’s right to compensation for any damage incurred, if the Customer breaches one of its obligations under the following terms in the General Conditions:

-   paragraph 4.10(b)(ii) on the prohibition on communicating and/or transferring the source code to third parties that was provided in full or in part to the Customer;

-   Clause 5 on the limitation on the right to use the Software;

-   Clause 7 on confidentiality obligations;

-   Clauses 10.5, 11.1 and 11.2 on payment of the fees for developing and/or licensing the Software.

14.2 If the Contract ends or is transferred, then the Customer must immediately cease to use the Software and must ensure that third-party users or sub-licensees do likewise. The Customer must also destroy and/or delete the licensed copy and any other copies in its possession, whether modified or not, regardless of the material medium used or the computer or product on which they were installed.

15. APPLICABLE LAW AND COMPETENT COURT

15.1 The Contract and these General Conditions are governed by Italian law. The United Nations Convention on Contracts for the International Sale of Goods, adopted in Vienna on 11 April 1980, does not apply to this Contract.

15.2 In dispensation with any other international conventions or laws, for any disputes that may arise between the parties about these General Conditions and the Contract, the sole competent court will be the Court of Padova, Italy.

16. LANGUAGE

The original text (*) of the General Conditions is written in the Italian language. If it is also translated into English, then in the event of any discrepancy or inconsistency between the Italian and English texts, the Italian text will take precedence.

(*) The Italian text literally reads "These General Conditions are written in the Italian language."

17. MISCELLANEOUS

If any clause in these General Conditions were found to be void or inapplicable, then the validity of the other terms would not be affected, and they would remain applicable and in effect. If an inapplicable term is amended by a court ruling and thus becomes applicable, then that term will be reformulated accordingly.

August 2021, rel. 6
General conditions for developing and licensing software for use valid as of 06.08.2021

Previous releases

General conditions for developing and licensing software for use rel. 5 (valid as of January 2020)
General conditions for developing and licensing software for use rel. 4 (valid as of April 2016)

The principles and requirements of the Supplier Code of Conduct represent the guidelines that CAREL adheres to and that we ask all our suppliers and their employees, subcontractors and other parties who work on their behalf to comply with when working with us.

DOWNLOAD THE CODE OF CONDUCT FOR SUPPLIERS

GENERAL PURCHASING CONDITIONS

1. DEFINITIONS

1.1   The following terms and expressions shall have the meanings ascribed to them below: “General Conditions”: means these General Purchasing Conditions;
“CAREL Group”: means CAREL and any other company, whether Italian or foreign, directly or indirectly controlled by, or associated with CAREL;
“Purchaser” or “CAREL”: CAREL Industries S.p.A., or any other Italian company belonging to the CAREL Group, depending on who issues the Purchase Order from time to time in accordance with the purchase procedure referred to in article 3;
“Supplier”: the seller of the Products purchased by the Purchaser, recipient of these General Conditions;
“Parties” means, collectively, the Purchaser and the Supplier;
“Party” means, individually either the Purchaser or the Supplier depending on the case;
“Products”: the products, components, goods, equipment, instruments, tools, raw materials, semi-finished products and/or materials (including any accessories, spare parts and Documentation), work equipment, which the Supplier undertakes to sell or supply to the Purchaser under each Contract, as more fully described and identified in the relevant Purchase Order;
“Custom Products”: products made according to Technical Specifications defined by CAREL and accepted by the Supplier;
“Spare Parts”: means the individual parts/accessories for Products covered by the Contract;
“Purchase Order”: the order for the purchase of Products issued by CAREL to the Supplier;
“Order Confirmation”: acceptance of the Order in the forms provided for in article 3;
“Contract”: the obligatory relationship regarding the supply of Products, by the Supplier in favour of CAREL, governed, in accordance with the purchasing procedure referred to in article 3, by:
(i) the terms and conditions set forth in these General Conditions, and (ii) the relevant Purchase Order (including the specific technical and economic conditions set forth therein), with the latter taking precedence over the General Conditions;
(iii) Order Confirmation;
“Fee”: the amount owed by the Purchaser to the Supplier in accordance with the provisions of article 4 as payment for the purchase of the Products indicated in the Purchase Order;
“Documentation”: the technical documentation, instruction and technical assistance manuals, operating manuals, quality certificates, drawings, warranty and inspection certificates, certificates of origin as well as any other document relating to the Products and possibly marketed together with the same, as better indicated in the Purchase Order;
“Technical Specifications”: the technical specifications describing, among other things, the qualitative, functional and application characteristics of the Products, as described in the relevant Purchase Order and/or Documentation, as applicable, from time to time; “Intellectual Property Rights”: any trademark, patent, copyright, know-how, distinctive sign, industrial design, trade name as well as any other intellectual or industrial property right, including the related rights deriving from applications for registration of the same with the competent authorities and the rights of economic and commercial exploitation related thereto, recognised under any applicable law;
“Confidential Information”: means any information disclosed in any form by the Purchaser to the Supplier on the occasion of and/or in relation to the negotiation, signing and/or execution of each Contract or in any case during the course of a commercial relationship, such as, purely by way of example, any information or data of a technical, strategic, economic-financial or commercial nature, in any case relating to the enterprise, business and/or assets of the Purchaser or any CAREL Group Company, including any technical material, samples, models, technical or technological documentation made available to the Supplier by the Purchaser for the purposes of performing the Contract; all technical studies, analyses, compilations or other documents prepared by the Supplier, by or on behalf of the Purchaser or, in any case, when carrying out the activities covered by each Contract;
“Conflict Minerals Rules”: the U.S. “Conflict Minerals” Act of 2009, S. 819, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, supplemented and/or implemented from time to time, and the relevant European legislation (EU – Conflict Minerals Regulation);
“WEEE and ROHS Regulations”: the provisions set forth in Directive no. 2012/19/EU on waste electrical and electronic equipment (WEEE) and Directive no. 2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment (ROHS) and in Legislative Decree no. 151 of 25 July 2005, as amended, supplemented and/or implemented from time to time;
“REACH Regulation”: the Regulation (EC) no. 1907 of 2005 of the European Parliament and of the Council of 18 December 2006, as subsequently supplemented, amended and/or implemented, concerning the “Registration, evaluation, authorisation and restriction of Chemicals – REACH”;
“Delivery Term”: the date of delivery to the Purchaser’s premises indicated in the Purchase Order;
“PED Directive”: Directive no. 2014/68/EU of the European Parliament and of the Council of 15 May 2014 on the harmonisation of the laws of the Member States concerning the making available on the market of pressure equipment.

2. PURPOSE OF THE GENERAL CONDITIONS

2.1   The terms and conditions contained in these General Conditions govern the general aspects of the commercial relationship between the Supplier and the Purchaser and will apply – even if not expressly referred to – to each Order issued by CAREL and confirmed by the Supplier, in accordance with the purchase procedure as per article 3, with the exclusion of any other terms or conditions that may be affixed and/or referred to by the Supplier and not expressly accepted by the Purchaser.
The determination of the economic and technical aspects is referred to the Order that from time to time will be sent by the Purchaser to the Supplier.

2.2   These General Conditions may only be waived in writing by the Parties.
Any derogations and/or different conditions, also of the Supplier, resulting from other documents or agreements (including the supply confirmation, order acceptance, invoice, etc.) are effective only in the event of specific written acceptance by the Purchaser after the date of the Order.

2.3   It is expressly understood that, unless otherwise agreed in writing, in no case will the issue of an Order entail the attribution in favour of the Supplier of any exclusive right and, as a result, CAREL will remain fully free to purchase and procure products similar or identical to the Products referred to in the Order, from any third party supplier.

3. PURCHASING PROCEDURE

3.1   Orders placed by the Purchaser, either in writing or by e-mail, shall always be deemed to be supplemented by these Conditions, which remain valid on the whole even if some clauses are not applicable.
The Order Confirmation must be given in writing and sent to the Purchaser by e-mail or other suitable electronic means to prove that it has been sent, promptly and in any case, unless otherwise agreed between the Parties, within 3 (three) business days of receipt, after which the Order may be cancelled by the Purchaser.
In any case, the Order shall be considered cancelled only if the Supplier receives express communication from the Purchaser.
In the absence of cancellation by the Purchaser and/or in the absence of express acceptance, the Contract shall in any case be considered concluded with the start of the supply by the Supplier.

3.2   The Purchase Order shall expressly state:
(i) the code (CAREL code and the Manufacturer’s code), the description of the Products requested;
(ii) the quantity of Products ordered;
(iii) the Delivery Term of the Products and any period of duration of the supply;
(iv) the name and contact details of the Purchaser’s internal contact to whom the relative Order Confirmation must be sent and to whom the Supplier may refer for any communication;
(v) the place and, if necessary, the premises where the Products are to be delivered;
(vi) the Incoterms 2020 edition of the International Chamber of Commerce, or the different delivery terms indicated in the Order;
(vii) the Fee(s) and relative payment terms;
(viii) the data and details necessary for the Supplier to proceed with the relative invoicing;
(ix) the indication of the “order no.” and “order date”;
(x) reference to the unit price.

4. FEES, INVOICING, AND PAYMENT TERMS

4.1   The Purchaser will pay the Supplier the fee for the supply as established in the Purchase Order.

4.2   All Fees are net of VAT and inclusive of transport and packaging expenses, travel, board and lodging expenses for the Supplier’s personnel that may be employed in the supply, insurance costs, as well as any other cost and/or expense relating to the supply, which shall be borne exclusively by the Supplier, unless otherwise indicated in each Purchase Order.

4.3   For Contracts covering the supply of Products for a specific period of time, the Fees shall remain fixed and unchanged for the duration of the Contract.

4.4   The Supplier shall issue invoices for the Fees as indicated in the relevant Purchase Order, with a date no earlier than the date of actual delivery of the supply, in accordance with the agreed Incoterms. Each invoice issued by the Supplier shall expressly state:
(i) the relevant Purchase Order number;
(ii) the relevant order position;
(iii) the description of the Products to which the invoice refers.
The Purchaser shall pay the Fee indicated in the Purchase Order to which the invoice refers, in accordance with the terms and methods of payment indicated in the Purchase Order.

4.5   Payment of the Fee shall in no circumstances be construed as implied acceptance of the Products by the Purchaser, nor shall such payment be deemed to be a waiver of the Purchaser’s right to reject any Products not in accordance with the Contract or any other rights or entitlements the Purchaser may have against the Supplier under the Contract and/or applicable law.

4.6   Unless otherwise agreed upon by the Parties, the Purchaser reserves the right to suspend payments to the Supplier for:
(i) delay in the delivery of the Products;
(ii) notification of defects/faults or, in any case, not timely and exact fulfilment.
In such cases, the payment terms may be suspended and shall start to run again from the time when:
(i) delivery is made
(ii) the defect or fault has been remedied.
It is understood that during the suspension of payments, for the reasons mentioned above, the Supplier may not suspend the execution of its services, nor claim any interest whatsoever.

4.7   The Supplier shall bear all present or future expenses, taxes and levies of any kind relating to the Contract, unless otherwise agreed in the Purchase Order.

5. DELIVERY TERMS AND TRANSFER OF OWNERSHIP AND RISK

5.1   The Supplier undertakes to deliver the Products at the place and time of delivery indicated in the Purchase Order.

5.2   The delivery time, as specified in each Purchase Order, shall be considered as essential and peremptory, in the interest of the Purchaser, for the proper performance of each Contract.
If the Supplier fails to comply with the terms or deadlines set for the delivery of the Products, the Purchaser shall be entitled to terminate with immediate effect all or part of the relevant Contract by simple written notice to the Supplier.

5.3   Notwithstanding the foregoing, as soon as the Supplier becomes aware of any event or circumstance preventing the Supplier from complying with the contractually agreed terms and deadlines for the delivery or supply of the Products, the Supplier shall promptly inform the Purchaser in writing, indicating the estimated delay.
The Supplier undertakes to take all possible and necessary action to limit the delay with diligence and at its own expense and to comply with the Purchaser’s instructions to help limit the resulting damage.
If the Supplier is unable to provide an alternative date, which is convenient and acceptable to the Purchaser, the Purchaser, at its sole discretion, shall be entitled to terminate the relevant Contract in whole or in part with immediate effect.

5.4   When supplying Products, unless the relevant Purchase Order expressly provides for the Supplier’s right to deliver the Products even earlier than the final delivery date set out in the Purchase Order, the Supplier shall strictly adhere to the delivery date indicated therein.
If the Supplier delivers the Products in advance, the Purchaser shall have the right, at its sole discretion, to:
(i) charge the Supplier for any expenses and/or costs relating to the storage, warehousing and/or preservation of the Products throughout the period;
and (ii) in the event of delivery more than 7 (seven) days before the date specified in the Purchase Order, refuse to accept delivery of the Products in whole or in part and return to Supplier, at the Supplier’s expense, any Products of which the delivery has not been accepted.

5.5   Deliveries must be made according to the agreed Incoterm, at CAREL’s premises or according to a different method indicated in the Purchase Order.
Risk for damage and/or loss of the Products is transferred from the Supplier to the Purchaser only at the time of delivery to the agreed location in accordance with the Order and according to the Incoterms agreed therein.
Also, the Supplier will be liable for any damage and/or loss of the Products, after the delivery, if resulting from defective or insufficient packaging.

5.6   The delivery of the Products shall in no way be deemed to constitute acceptance of the Products by the Purchaser.
The Purchaser reserves the right to verify the conformity of the Products delivered by the Supplier with the provisions of the relevant Contract and to report to the Supplier any defects and/or non-conformities found on the Products, in accordance with this Contract as indicated in article 9.

5.7   The Supplier undertakes to deliver the exact quantity of the Products indicated in the Order. Should delivery be partial with respect to the quantity indicated in the Order, the Purchaser reserves the right to cancel the missing quantity.
Should the delivery exceed the quantity indicated in the Order, the Purchaser reserves the right to accept or return the excess quantity at the Supplier’s expense.

5.8   The Products must be accompanied by paper documentation in accordance with the laws in force in the countries crossed.
The accompanying documentation must clearly show all the following data: name of sender, name of consignee, exact location of destination, delivery terms of the goods (INCOTERMS), number of packages and gross weight, order number, Purchaser’s codes and relative quantity including the unit of measurement clearly indicated.
Individual packages must be labelled with the name of the sender and the consignee and must be clearly identified and distinct in the case of multiple packages.

6. CONTRACT TERM AND WITHDRAWAL

6.1   The Contract shall come into force on the date when the Purchaser receives the Order Confirmation duly issued by the Supplier and shall remain fully valid, effective and binding for the period necessary for the complete and regular execution of any and all obligations and/or fulfilments deriving therefrom, to be performed by the Parties.

6.2   For Contracts involving the continuous supply of Products, the Purchaser shall be entitled to withdraw from the Contract by giving written notice to the Supplier at least 30 (thirty) days before the effective withdrawal date, without prejudice to the Supplier’s right to payment of the Fees for services already made up to that date.

7. TERMINATION OF CONTRACT AND EXPRESS TERMINATION CLAUSE

7.1   In addition to the cases of withdrawal and termination provided for by law, and without prejudice to the right to compensation for damages, the Purchaser may terminate the relationship pursuant to Article 1456 of the Italian Civil Code, by simple written notice upon the occurrence of even only one of the following events:
a) the Supplier’s failure to comply with the technical, qualitative or production characteristics of the Product as described in the Documentation;
b) non-compliance by the Supplier with the prohibition to use the Purchaser’s trademarks and the obligation of confidentiality;
c) violation of one of the requirements of the Group’s Code of Conduct;
d) the Supplier’s failure to comply with the terms or timing established for the delivery of the Products;
e) if the Supplier is unable to indicate an alternative delivery date, which may be convenient and acceptable to the Purchaser;
f) the Supplier’s insolvency, including its de facto insolvency, or liquidation, or if the Supplier is otherwise unable, for any reason whatsoever, to manage its affairs properly and regularly, or has been subject to enforcement proceedings or any other form of restriction on its assets that jeopardises, or creates a serious risk of jeopardising, the proper performance of its contractual obligations under the Contract;
g) the Supplier sells, assigns, transfers or otherwise disposes of all or part of its business (or business unit), which is wholly or partly devoted to the supply of the Products covered by the Contract or ceases or terminates all or part of its business activities;
h) if the Supplier is merged with another company or legal entity through the incorporation of a new company or, in the event of a merger by incorporation into another company or legal entity and/or if there is, for any reason and/or as a result of any corporate operation involving the Supplier and/or its direct or indirect shareholders, a change of control in the Supplier’s shareholding structure;
i) failure to comply with the Supplier’s requirements referred to in article 8;
l) failure to comply with the Product requirements referred to in article 9;
m) non-compliance with the clause provided for in article 18.7 regarding the transfer of the Contract;
(n) failure to comply with article 15.

7.2   If the Supplier fails to fulfil its obligations, the Purchaser shall be entitled to purchase and/or procure freely from other suppliers products identical to those covered by the Contract, also in order to be capable of fulfilling its commitments to third parties.
In this case, the Supplier shall reimburse the Purchaser for any and all additional costs and/or expenses incurred by the Purchaser as a result of the foregoing.

7.3   If the Contract is terminated for any reason whatsoever, the Supplier shall immediately return to the Purchaser, where appropriate at its own expense, all documents, files, materials, programmes and any other information, shared by or otherwise acquired from the Purchaser in connection with the Contract.

8. THE SUPPLIER’S REQUIREMENTS

8.1   By sending the Order Confirmation to the Purchaser, the Supplier guarantees:
(i) to possess all the competences, skills, experience, legal, technical, economic and financial requirements, as well as to have all the necessary means and resources, in order to properly execute the Contract and to duly and fully perform all the obligations assumed by the Supplier under the Contract, in compliance with any applicable legal provision;
(ii) that the signing of the Contract, as well as the assumption and proper execution and fulfilment by the Supplier of the obligations under the Contract, does not entail, nor will it entail, in any way, either directly or indirectly, the violation of any provision of applicable law, any measure or decision of any competent authority, any obligation or commitment assumed by the Supplier under contracts, agreements and/or understandings concluded or reached with third parties, or of any right or faculty of any nature of third parties;
(iii) that the Supplier has, as of the signing date of the Contract, all permits, authorisations, consents and approvals required under any applicable law and/or any order of any competent authority in order to properly execute the obligations assumed by the Supplier under the Contract and that such authorisations, permits, consents and/or approvals shall remain in force, valid and effective for the entire duration of the Contract;
(iv) that the Supplier will comply with the provisions of the REACH Regulation and the ROHS and WEEE Regulations;
(v) that the Supplier will act in full compliance with the Conflict Minerals Rules;
(vi) that the Supplier will operate in accordance with a Quality Management System in accordance with the latest revision of the ISO 9001 standard or an equivalent system.

8.2   In order to ensure a controlled and reliable supply chain, the Supplier agrees to implement its own tracking system, which shall be shared with CAREL, and subject to audit during the inspections performed by the same.
This system must be able to collect and record any elements that might create, modify, or transform a Product lot, or to re-route the same, ensuring tracking of all Products and their itinerary in order to effectively manage any quality-related issues.
Furthermore, for Products falling within the scope of the PED Directive, and for which the Purchaser requires the provision of the relevant material certificates (see EN 10204), the Supplier undertakes to provide the Purchaser with information linking the certificates to the specific lot of Products delivered.

8.3   The Supplier undertakes to correctly manage the “First-In, First-Out” (so-called FIFO procedure) for the products being shipped to CAREL.

9. CHARACTERISTICS OF THE GOODS SUPPLIED – GUARANTEE OF PROPER FUNCTIONING, SUITABILITY

9.1   With the Order Confirmation, the Supplier declares and guarantees:
(i) that the Products shall conform, in all respects, to the Technical Specifications (including those indicated in the relative Documentation) and to the best qualitative and functional standards generally adopted in the reference industrial sector for products similar or comparable to the Products themselves, as well as being suitable for the communicated use for which they are intended, and shall in particular conform to the WEEE, REACH and ROHS Regulations and to the technical specifications defined by the Purchaser, with particular regard to the safety of the Products; it being understood that the Purchaser reserves the right to request the conformity of the Product to further reference regulations depending on the specific case;
(ii) that the Products shall be free from any defects, including, without limitation, any defects in design, materials, workmanship, including aesthetic defects, that make them, even only in part, not compliant with the agreed Technical Specifications, or that significantly reduce their value; notwithstanding the provisions of Article 1495 of the Italian Civil Code, the Purchaser shall report any defects in the Products to the Supplier within 30 (thirty) days of their discovery;
(iii) the proper functioning of the Products for a period of at least 12 (twelve) months from delivery, pursuant to and for the purposes of Article 1512 of the Italian Civil Code;
(iv) that the Products will be designed, manufactured, packaged and transported in accordance with the relevant legislation in force;
(v) the Products will be
  (i) manufactured from materials and parts of the highest quality;
  (ii) newly manufactured;
  and (iii) will not contain used, recycled and/or reassembled materials and/or parts, unless otherwise agreed between the Parties; (vi) that the Supplier will keep the parts and spare parts of the Products at the Purchaser’s disposal for a period of at least 10 (ten) years from the date of placing the last unit of the Product model on the market.
The parts and Spare Parts shall be supplied to the Purchaser at the Supplier’s list price in force from time to time at the time of conclusion of the Contract, or, in the absence of a list, at the price agreed upon by the Parties at the time of conclusion of the Contract.

9.2   If a defect occurs on the Product under warranty, the Purchaser shall notify the Supplier in writing within the terms set out in 9.1. ii) above, and the Supplier shall, unless otherwise agreed, return the non-conforming material for credit, at no cost to the Purchaser.
Furthermore, if the Products have been used by the Purchaser in its own production processes, the Supplier shall guarantee the replacement of the defective Products, without prejudice to compensation for any damage caused.

10. INTELLECTUAL PROPERTY RIGHTS

10.1   With the Order Confirmation, the Supplier represents and warrants that it is the sole and exclusive rightful owner and/or, in any event, that it may legitimately and freely dispose of all Intellectual Property Rights relating to the Products (including the relevant Documentation) to the extent necessary to fully perform all obligations assumed under the Contract; in particular, the Supplier represents and warrants that under no circumstances shall the use of the Products by the Purchaser imply or result, even indirectly, in the infringement of any Intellectual Property Rights of any third party.

10.2   Notwithstanding the foregoing and without prejudice to any further rights and/or remedies that the Purchaser may have under the Contract or applicable law, if any claim is made by any third party relating to the alleged infringement of any Intellectual Property Rights resulting from the Purchaser’s use of the Products, the Supplier shall, from time to time, at the sole discretion of the Purchaser:
(i) obtain for the Purchaser the right to lawfully continue the use, promotion and/or marketing of such Products;
or (ii) replace the Products with similar products that do not infringe any Intellectual Property Rights of third parties;
or (iii) modify and/or update the Products in a manner that maintains their essential properties, but no longer infringes the Intellectual Property Rights of any third party.

10.3   If none of the options set out in (i), (ii) and (iii) above is commercially reasonably practicable, the Purchaser shall cease all use, promotion and/or marketing of the Products allegedly infringing the Intellectual Property Rights of third parties and shall, at the Purchaser’s sole and exclusive discretion, destroy or return to the Supplier each such Product purchased by the Purchaser and not yet used, and the Purchaser shall be entitled to a full refund of all Fees already paid to the Supplier for such Products and without prejudice to any further right or remedy the Purchaser may have in respect thereof under the Contract or applicable law.

10.4   The Intellectual Property Rights relating to the Products, including the relevant Documentation, shall remain the Supplier’s property or, as the case may be, of the legitimate third party owner of the Products who has licensed them to the Supplier.
By entering into the relevant Contract, the Supplier shall license to the Purchaser free of charge all Intellectual Property Rights relating to the Products necessary and/or appropriate for the use of the Products under this Contract, including the right to freely use the relevant Documentation also for the purpose of including or reproducing it, in whole or in part, in user manuals and technical documents relating to the products manufactured and marketed by the Purchaser.

10.5   The Parties’ rights and obligations provided for in this article 10 shall subsist even if the relevant Contract is terminated, cancelled, expired and/or discontinued for any reason whatsoever.

11. THE SUPPLIER’S DUTIES

11.1   The Supplier shall indemnify and keep the Purchaser fully indemnified and held harmless against any:
i) direct and indirect damage, loss, charge, cost or expense (including reasonable legal fees) incurred or sustained by the Purchaser as a result of any breach or default by the Supplier of any obligation, warranty or representation made or assumed by the Supplier under the Contract and/or breach of any applicable legislation in force;
ii) direct or indirect loss, damage, burden, cost or expense incurred by the Purchaser in connection with any claim made against the Purchaser by any end-customer, competent authority and/or any other third party in consequence of:
  (i) the Supplier’s failure to supply the Products in accordance with the provisions of the Contract;
  (ii) the Supplier’s breach of the obligations, representations and warranties assumed or given by the Supplier pursuant to article 9 above;
  (iii) the infringement of any Intellectual Property Rights arising out of the use, promotion and/or marketing of the Products in breach of the obligations, representations and warranties assumed or given by the Supplier pursuant to article 10 above;
  (iv) the breach by the Supplier of any applicable statutory provisions, including but not limited to the provisions of the WEEE and ROHS Regulations, the provisions of the REACH Regulation, the provisions of the Consumer Code, the provisions of the Conflict Minerals Rules and the provisions on the manufacturer’s liability, packaging and wrapping of products and circulation of special and/or dangerous goods as well as the provisions on taxation and duties and shall fulfil all obligations arising therefrom;
  (v) any other non-conformity or defect.

11.2   The Purchaser shall be entitled to set off, in whole or in part, any amounts owed by the Supplier to the Purchaser under this article 11 against any amounts owed by the Purchaser to the Supplier under this Contract, including by way of the Fee for the Products.

12. CONFIDENTIALITY OF INFORMATION

12.1   Confidential Information, howsoever made available by the Purchaser, shall not be used by the Supplier for any purpose other than that covered by this Contract, nor shall it be disclosed or communicated to third parties without the Purchaser’s prior written consent, under penalty of compensation for all direct and indirect damages, except, however, in the following cases:
(i) the Supplier has to comply with regulatory or legal obligations or with requests from Italian or foreign Authorities to which it cannot refuse;
(ii) or such information is already in the public domain or has become public for reasons other than breach of the confidentiality obligations established in this Contract.

12.2   The confidentiality obligations referred to in this article shall also not apply to information that has been acquired by the Supplier independently and not as a result of (or in connection with) the performance of the relevant Contract and, in any event, not in breach of the obligations provided for herein.

12.3   The confidentiality obligations referred to in this article shall remain in force throughout the duration of each Contract and for a period of 5 years after termination of the Contract for any reason whatsoever.

12.4   Infringement of the confidentiality obligation referred to above shall result in the Supplier having to pay a penalty, which shall be quantified and communicated by the Purchaser, taking into account the gravity of the infringement.

13. INSURANCE

The Supplier shall, at its own expense, take out with leading insurance companies, and keep in force, for the entire duration of each Contract, any and all appropriate insurance policies necessary to cover the risks connected with the performance of the Contract, including – without limitation – insurance policies for adequate coverage of risks deriving from civil liability and product liability (including so-called “product insurance”), product recall and supply guarantee.

14. USE OF TRADEMARKS AND DISTINCTIVE SIGNS

Unless otherwise agreed in writing between the Parties, the Supplier undertakes not to use the name or trademarks and distinctive signs used by the Purchaser, or by any Company belonging to the CAREL Group, or under its ownership, and in any case any other verbal, figurative, mixed or form trademarks, derived or derivable from the above distinctive signs and, should it breach the obligation described above, it will be required to remove or immediately cancel any of the aforementioned names, trademarks or distinctive signs from any and all materials, commercial documents or letterheads used in its business activities, as well as to indemnify and hold the Purchaser harmless from any damages, costs and/or expenses that the Purchaser may incur as a result of the above.

15. CHANGES TO PRODUCTS AT SUPPLIER’S REQUEST

Any request by the Supplier for modifications to the Products covered by the Contract, be it of a purely aesthetic, technical or production nature, must be notified in advance to the Purchaser in writing, and accepted in the case of ‘custom’ products; however, any such costs shall be borne entirely by the Supplier.
If this requirement is not complied with, the Purchaser shall have the right to have recourse against the Supplier and terminate the Contract pursuant to article 7.

16. FORCE MAJEURE

16.1   “Force majeure” means the occurrence of an event or circumstance (“Force Majeure Event”) that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to extent that the party affected by the impediment (“the Affected Party”) proves: a) that such impediment is beyond its reasonable control, and b) that it could not reasonably have been foreseen at the time of the conclusion of the contract, and c) that the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party.

16.2   For the purposes of this clause, events of Force Majeure shall constitute:
a) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation;
b) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy;
c) currency and trade restriction, embargo, sanction;
d) act of authority whether lawful or unlawful, compliance with any law or governamental order, expopriation, seizure of works, requisition, nationalisation;
e) plague, epidemic, natural disaster or extreme natural event;
f) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy;
g) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.

16.3   The Affected Party shall give notice of the event in written and without delay to the other party.

16.4   The Affected Party is under an obligation to take all reasonable measure to limit the effect to the event invoked upon perfomance of the contract.

17. PRIVACY AND GDPR

17.1   For the purposes of this Contract, the terms “processing”, “data controller” and “Personal Data” as defined in Regulation (EU) 679/2016 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (also “Regulation”) are hereby incorporated.

17.2   The Supplier shall act as Data Controller for the purposes of the purchase of the Products covered by this Contract and shall be fully responsible for the processing of the Purchaser’s Personal Data covered by this Contract.

17.3   The Supplier guarantees that it will process the Purchaser’s Data in compliance with the obligations arising from applicable data protection legislation, including the Regulation, and that it will implement appropriate technical and organisational measures to protect the Purchaser’s Data from any unlawful or unauthorised processing as well as from accidental loss, destruction, damage, alteration or disclosure.

17.4   With regard to the processing of the Supplier’s Personal Data, the Supplier undertakes to read the Suppliers’ Privacy Policy, available online on the Company’s website at www.carel.com.

18. CODE OF ETHICS, ORGANISATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE NO. 231/01 AND ANTI-CORRUPTION PROCEDURE

18.1   The Supplier undertakes to read the Purchaser’s Code of Ethics, the Organisational and Management Model pursuant to Legislative Decree no. 231/01 and the Purchaser’s Anti-Corruption Procedure, which are available online on the Purchaser’s website at www.carel.com and undertakes, pursuant to and for the purposes of Article 1381 of the Italian Civil Code, to comply, and to ensure that its senior and subordinate personnel comply, with the principles and values contained in the Purchaser’s Code of Ethics and to maintain conduct in line with the Organisational and Management Model referred to in Legislative Decree no. 231/01 and the Anti-Corruption Procedure adopted, as well as any further procedures applicable to this Contract and in any event such as not to expose the Company to the risk of the application of penalties provided for by Legislative Decree no. 231/2001.

18.2   Any violation of the rules laid down in the aforementioned documents shall constitute a serious breach of Contract.
The Supplier hereby indemnifies the Purchaser for any penalties or damages that may be incurred by the latter as a result of the violation of the aforementioned Code of Ethics by the Supplier or its senior or subordinate personnel.

19. FINAL PROVISIONS

19.1   Each Contract shall be the integral manifestation of the understandings reached by the Parties with respect to the subject matter thereof and shall supersede all prior contracts, agreements and/or understandings, whether written or oral (if any), previously concluded and/or reached by the Parties on the same subject matter. If there is a contract of supply between the Parties, the latter takes precedence over these General Purchasing Conditions.

19.2   No agreement or arrangement modifying or extending the Contract shall be binding on either Party unless it is in writing, expressly refers to the Contract and is signed by the Parties or their respective duly authorised representatives.

19.3   The nullity, invalidity or ineffectiveness, even partial, of any provision of the Contract shall not affect the remaining provisions, while releasing the Parties from compliance with the provisions affected by nullity, ineffectiveness or invalidity.
The Parties shall then negotiate in good faith to replace the invalid or void provisions with valid and effective provisions that reflect, as far as possible, the original intention of the Parties.

19.4   For the avoidance of doubt, the Parties expressly and mutually acknowledge that, by entering into the Contract, they do not intend to create any association, joint venture, joint enterprise or the like between the Purchaser and the Supplier, nor to confer on the Supplier any authority to represent the Purchaser.
During the performance of the Contract, the Parties shall act as independent contractors and neither Party shall have any right, power and/or authority under the Contract to act for and/or on behalf of the other Party or, in general, to impose any obligations on the other Party towards any third party.
19.5 Any notice or communication between the Parties in connection with the Contract shall be in writing and may be sent by e-mail, registered letter or other means capable of evidencing receipt, to the registered office or other address notified by the Parties.

19.5   Any notice or communication between the Parties in connection with the Contract shall be in writing and may be sent by e-mail, registered letter or other means capable of evidencing receipt, to the registered office or other address notified by the Parties.

19.6   The official language of the Contract shall be Italian, which shall prevail for all purposes, including the interpretation of the Contract itself. If there is a conflict between the Italian version and any translations in different languages, the Italian document will prevail.

19.7   The Supplier shall not assign part or all of the Contract without the Purchaser’s prior written consent.
The Supplier may not entrust to third parties all or part of the services covered by the Contract without the Purchaser’s prior written consent and without prejudice, in any event, to the Supplier’s full responsibility for the proper and punctual performance of all obligations under the Contract.
The Purchaser shall have the right, at any time and at its sole discretion, to assign all or part of the Contract to any company belonging to the CAREL Group.

19.8   Pursuant to Article 1260, paragraph 2 of the Italian Civil Code, the Supplier shall not assign to any third party, either in whole or in part, any claim against the Purchaser under each Contract without the Purchaser’s prior written consent.

20. GOVERNING LAW AND JURISDICTION

20.1   The Contract shall be governed by and interpreted in accordance with Italian law. The relevant statutory regulations shall apply to all matters not expressly provided for in these General Conditions.

20.2   The Parties agree to expressly exclude the application of the 1980 Vienna Convention on the International Sale of Goods.

20.3   All disputes arising out of or in connection with this Contract, whether concerning its validity, interpretation, performance, termination or cancellation, shall be subject to the exclusive jurisdiction of the Courts of the Purchaser.

GENERAL CONTRACTUAL CONDITIONS

Pursuant to and for the purposes of Article 1341, paragraph 2 of the Italian Civil Code, the Supplier declares to have read the General Contractual Conditions and to expressly accept the following points: article 5. delivery terms and transfer of ownership and risk; article 6. contract term and withdrawal; article 7. termination of contract and express termination clause; article 11. the supplier’s duties; article 17. code of ethics, organisational model pursuant to legislative decree no. 231/01 and anti-corruption procedure; article 20. Jurisdiction.

September 2021, Rel.1.0

Purchasing Conditions valid as of 01.09.2021