General Terms and Conditions of Sale
These General Terms and Conditions of Sale (the "Conditions") govern all present and future contractual relationships between Celli S.p.A. ("Celli") and the customer identified in the Order (the "Customer"; Celli and the Customer, each a "Party" and together the "Parties") relating to the supply of Products and/or Services by Celli, however entered into. By submitting an Order, the Customer acknowledges that it is aware of and accepts these Conditions in their entirety.
Section I – General Provisions and Sale
1. Definitions
1.1 In these Conditions, the following capitalised terms shall have the meanings set out below, whether used in the singular or the plural:
(a) "Order Confirmation": the written communication by which Celli accepts an Order, including in the form of an order confirmation, an accepted pro-forma invoice or any other equivalent communication issued by Celli;
(b) "Contract": the contract for the sale of Products and/or the provision of Services between Celli and the Customer, which is concluded upon the Order Confirmation and consists of the following documents, in order of precedence: (i) the Order Confirmation and any special conditions signed by Celli; (ii) these Conditions; (iii) the Quotation; (iv) the Order, to the extent not inconsistent therewith;
(c) "Force Majeure Event": any event beyond the reasonable control of the Party invoking it which is unforeseeable or, if foreseeable, unavoidable, including, by way of example only: strikes, lock-outs and other industrial disputes (including at suppliers or sub-suppliers), interruption or shortage of energy, raw materials, components or transport, fire, flood, earthquake, epidemics and pandemics, war, acts of terrorism, riots, acts of public authorities, embargoes, sanctions, customs delays, breakdown of plant and machinery, and failures of suppliers or sub-suppliers attributable to similar events;
(d) "Business Day": any day other than a Saturday, a Sunday or a public holiday in Italy;
(e) "Quotation": the written quotation or commercial proposal issued by Celli;
(f) "Works": the installation activities relating to the Products, where included in the Contract pursuant to Section II;
(g) "Order": the purchase order submitted by the Customer to Celli for Products and/or Services;
(h) "Warranty Period": the period set out in Article 11.1 or, in respect of the Works, in Article 16.1;
(i) "Products": the goods, equipment, spare parts, accessories and materials supplied by Celli;
(j) "Services": the services which Celli has undertaken to provide in the Order Confirmation, such as, by way of example, assembly, installation, commissioning, start-up, technical assistance and maintenance of the Products;
(k) "Connected Products": Products equipped with connectivity which generate, collect or transmit data and which may be connected to Celli's cloud platform or to digital services made available by Celli;
(l) "Digital Services": the cloud platform, applications, portals and the monitoring, telemetry, remote assistance and update services made available by Celli in connection with the Connected Products;
(m) "Order Line": each line of the Order Confirmation relating to a single Product, setting out the relevant code, quantity, price and estimated shipping date.
2. Scope of Application and Precedence
2.1 These Conditions apply to every Contract to the exclusion of any other terms which the Customer seeks to impose or incorporate, including by reference in the Order, in transport documents or in any other correspondence, and of any terms implied by trade usage, course of dealing or previous relationships between the Parties.
2.2 Any general terms and conditions of purchase of the Customer, or any other contractual terms proposed by it, shall not apply, even if not expressly rejected by Celli, unless Celli has approved them in writing with an express statement waiving these Conditions. Performance of the Contract by Celli, in whole or in part, shall in no event constitute acceptance of the Customer's terms.
2.3 Any derogation from these Conditions shall be valid only if agreed in writing and signed by Celli, and shall apply solely to the Contract to which it relates.
2.4 In the event of conflict between the documents forming the Contract, the order of precedence set out in Article 1.1(b) shall prevail. These Conditions are drawn up in the Italian and English languages; in the event of any discrepancy in interpretation, the Italian text shall prevail.
3. Quotations, Orders and Conclusion of the Contract
3.1 Celli's Quotations are valid for 30 (thirty) days from their date of issue, unless a different period is stated therein, and relate exclusively to the Products, quantities and performance described therein. Catalogues, price lists, technical data sheets and advertising material do not constitute an offer.
3.2 The Customer shall submit Orders in writing (by e-mail, certified e-mail (PEC) or through a platform made available by Celli), specifying the code and description of the Products, the quantities, the place of delivery and any other necessary information. The Order constitutes a firm and irrevocable contractual offer pursuant to Article 1329 of the Italian Civil Code for 30 (thirty) days from its receipt by Celli.
3.3 The Contract is concluded solely upon the Order Confirmation. Orders collected by Celli's agents, representatives or commercial intermediaries, the receipt of deposits or advance payments and the commencement of preparatory activities shall not constitute acceptance. In the event of non-acceptance, Celli shall refund any sums received, without interest.
3.4 Where the Order Confirmation contains elements which differ from the Order (by way of example: prices, quantities, delivery times, specifications), the content of the Order Confirmation shall prevail unless the Customer objects to such differences in writing within 3 (three) Business Days of receipt.
3.5 Each Quotation and each Order Confirmation is based on the information, drawings and specifications provided by the Customer. The Customer is responsible for their completeness and accuracy, for the suitability of the Products for the use for which they are intended, for the compliance of the Products with the regulations in force at the place of installation or use, and for the characteristics of the water, fluids and utilities to which the Products will be connected, and shall indemnify and hold Celli harmless from any consequence arising from errors, omissions or inaccuracies.
3.6 Weights, dimensions, capacities, efficiencies, consumption figures and other technical data stated in catalogues, Quotations or technical data sheets are provided in good faith and are for guidance only, unless expressly guaranteed in writing by Celli as an independent obligation. Celli reserves the right to make such changes to the design, materials or construction of the Products as it deems appropriate, provided that they do not materially alter their functionality and performance.
3.7 Without prejudice to Contracts already concluded, Celli may at any time and without notice amend its price lists and suspend or discontinue the production and supply of any Product or Service, without the Customer being entitled to raise any claim in that respect.
3.8 Where the Products are destined for a country other than Italy, the Contract is subject to the suspensive condition (condition precedent) of the successful completion of such checks as Celli deems necessary with regard to export controls and sanctions in relation to the Products, the Customer, the consignee and the end use. The Customer undertakes to provide promptly any information and documents requested. Such checks normally require 15 (fifteen) Business Days; until their completion, Celli's obligations shall remain suspended and the Customer may not demand their performance, whereas the Order shall remain binding on the Customer. In the event of a negative outcome, Celli may withdraw from, and thereby terminate, the Contract without any liability.
4. Irrevocability and Unalterability of the Confirmed Order
4.1 Following the Order Confirmation, the Order is final and binding and may not be cancelled, revoked, reduced or modified by the Customer, in whole or in part, without prejudice to Article 8.2. Modifications include, by way of example, changes in quantities, Product codes or specifications, customisations, delivery times or place of delivery, shipping methods, payment terms or invoicing details.
4.2 Any request for modification made after the Order Confirmation may be considered by Celli, at its sole discretion, only if made in writing, and shall become effective solely upon Celli's issue of a new Order Confirmation or of a written confirmation of the modification, which may provide for an adjustment of the price, delivery times and other terms, as well as the charging of costs already incurred (materials, processing, design, packaging, transport). A request for modification shall neither suspend nor defer performance of the Contract, which shall continue on the original terms until the modification, if any, is accepted.
4.3 Without prejudice to Article 8.2, the Customer has no right to withdraw from the Contract. Should the Customer give notice of cancellation of the Order, refuse the Products or otherwise manifest, including through conclusive conduct, its intention not to perform the Contract, Celli shall be entitled, without any need for formal notice of default and at its option, to: (i) demand performance, invoice the supply in full and ship the Products at the Customer's expense and risk; or (ii) terminate the Contract pursuant to Article 1456 of the Italian Civil Code, freely dispose of the Products and retain any advance payments received, and in addition charge the Customer a penalty equal to 100% (one hundred per cent) of the Order value for Products manufactured to the Customer's specifications, customised or not included in the price list, and equal to 40% (forty per cent) of the Order value for all other Products. The penalty shall be reduced by the net realisable value of the Products which Celli manages to resell to third parties, exercising ordinary diligence, within 6 (six) months of termination, less the costs of resale, adaptation and storage; the Parties acknowledge that the percentages set out above represent a reasonable genuine pre-estimate of the loss suffered by Celli in terms of costs incurred, production capacity committed and loss of margin, without prejudice in any event to compensation for further damage.
4.4 Articles 21 (Force Majeure) and 23.6 (Impeding Event) shall remain unaffected.
5. Prices
5.1 Prices are those stated in the Order Confirmation or, failing that, in the Quotation or in Celli's price list in force at the date of the Order Confirmation. Unless otherwise stated in writing, prices are expressed in Euro, EXW (Incoterms® 2020) Celli's plant, exclusive of VAT, customs duties, taxes, levies and charges of any kind, and do not include special packaging, transport, insurance, assembly, installation, commissioning or any other ancillary cost, which shall be charged separately.
5.2 Features, options, customisations or modifications to the Products requested by the Customer shall be quoted and charged in addition to the price.
5.3 Unless otherwise stated, prices do not include chemicals, filter media, resins, gases, water, consumables and operating materials, which the Customer shall procure at its own expense for the installation, commissioning and use of the Products.
5.4 If, after the Order Confirmation, changes occur in laws, customs duties, tariffs, taxes or charges affecting the performance of the Contract, Celli shall be entitled to adjust the price and delivery times accordingly. For Contracts providing for deliveries more than 6 (six) months after the Order Confirmation, Celli shall further be entitled to adjust prices in proportion to documented increases in the cost of raw materials, components, energy and transport exceeding 5% (five per cent).
6. Payment
6.1 Unless otherwise agreed in the Order Confirmation, payment shall be made in advance: the price is payable in full before shipment of the Products or commencement of the Services, against a pro-forma invoice, and Celli shall not be required to deliver or perform until the funds have actually been credited. Where the Order Confirmation provides for different terms, payments shall be made in the currency, in the manner and on the due dates stated therein. Time of payment is of the essence.
6.2 Payments shall be made in full, without any set-off, deduction, withholding or suspension. Pursuant to Article 1462 of the Italian Civil Code, the Customer may not suspend, delay or reduce payments by reason of any dispute, objection or claim of any kind, including those relating to defects in the Products, to delays in delivery or to the performance of Services or Works, even where relating to other supplies, save in the case of wilful misconduct or gross negligence of Celli established by a final, non-appealable judgment. In the event of late payment by the Customer, Celli shall also be entitled to suspend, in addition to deliveries, the warranty under Article 11, the Services, the Digital Services and technical assistance until all amounts due have been paid in full.
6.3 Payments made to Celli's agents, representatives or intermediaries are accepted subject to collection and shall discharge the Customer only upon the sums actually being credited to Celli.
6.4 In the event of late payment, in whole or in part, default interest pursuant to Italian Legislative Decree No. 231 of 9 October 2002 shall accrue automatically, without any need for formal notice of default, from the due date until actual payment in full, together with reimbursement of debt recovery costs and legal fees. Celli shall further be entitled to revoke any discounts, allowances and extended payment terms granted and to invoice subsequent supplies at list price.
6.5 In the event of non-payment or late payment, including in relation to other supplies, or where the Customer's financial position has changed so as to place the receipt of the consideration in evident jeopardy (Article 1461 of the Italian Civil Code), or the Customer has reduced the security provided or failed to provide the security promised, Celli may, at its option and by simple written notice: (i) suspend performance of any Contract in progress and withhold the Products; (ii) declare that the Customer has lost the benefit of the term pursuant to Article 1186 of the Italian Civil Code and demand immediate payment of the entire outstanding balance; (iii) make subsequent deliveries conditional upon payment in advance or the provision of adequate security; (iv) terminate the Contract pursuant to Article 19.
6.6 Invoices shall be deemed accepted unless disputed in writing, stating the specific grounds, within 8 (eight) days of receipt.
7. Retention of Title
7.1 Pursuant to Articles 1523 et seq. of the Italian Civil Code, the Products shall remain the property of Celli until full payment of the price, interest and any other sum due in connection with the Contract, it being understood that the risk of loss of and damage to the Products shall pass to the Customer in accordance with Article 8.1. In order to render the retention of title enforceable against third parties, the Parties undertake to comply with the formalities set out in Article 1524 of the Italian Civil Code and, for Products destined for other countries, with those required by the law of the place where the Products are located.
7.2 Until payment in full, the Customer: (i) shall keep the Products with the diligence of a prudent person (buon padre di famiglia), keep them identifiable as Celli's property and insure them against all risks for their full value; (ii) may not assign, pledge or otherwise encumber, make available to third parties for use, remove from the place of installation or incorporate the Products without Celli's written consent, except for resale in the ordinary course of business, the proceeds of which are hereby assigned to Celli up to the amount of its claim; (iii) shall immediately inform Celli of any attachment, seizure or third-party claim in respect of the Products and of the opening of any insolvency proceedings. The Customer further undertakes to sign any instrument and to carry out any formality, registration or entry necessary to render the retention of title enforceable against third parties in the country where the Products are located, hereby authorising Celli to do so on its behalf and at its expense, and to notify Celli of the location of the Products and of any transfer thereof.
7.3 In the case of payment by instalments, failure to pay even a single instalment exceeding one eighth of the price, or two instalments, shall result in the automatic termination of the Contract upon simple notice by Celli, which shall be entitled to the immediate return of the Products and shall retain the instalments collected by way of compensation for use and depreciation, without prejudice to compensation for further damage.
7.4 In the event of termination, the Customer hereby authorises Celli, or the persons appointed by it, to access the premises where the Products are located in order to repossess them, at the Customer's expense.
8. Delivery, Shipment and Passing of Risk
8.1 Unless otherwise agreed in writing, the Products are delivered EXW (Incoterms® 2020) at the Celli plant indicated in the Order Confirmation. The risk of loss of and damage to the Products shall pass to the Customer when the Products are placed at its disposal at Celli's plant, even where Celli, at the Customer's request, arranges shipment or advances transport costs. Shipment, transport and insurance shall be at the Customer's expense and risk.
8.2 The delivery times stated in the Order Confirmation are calculated in Business Days, run from the date of the Order Confirmation or, if later, from the date of receipt of the advance payment and of all information, specifications, approvals and authorisations due from the Customer, and are purely indicative and not of the essence. Delay in delivery shall not entitle the Customer to refuse the Products, terminate the Contract or claim penalties, damages or compensation of any kind. For the purposes of this Article, the estimated shipping date of each Order Line is the date stated in the Order Confirmation, as updated in writing by Celli or extended pursuant to Article 8.3. Should the shipment of an Order Line be delayed beyond the estimated shipping date applicable to it and such delay exceed 60 (sixty) days, the Customer's sole remedy shall be to cancel, by written request sent to Celli, only the Order Line affected by the delay, provided that it has not yet been shipped, to the exclusion of any other claim. Delay relating to one or more Order Lines shall in no event entitle the Customer to cancel the entire Order or any other Order Line, which shall remain fully binding and effective.
8.3 Delivery times shall be automatically extended by a corresponding period in the event of: (i) a Force Majeure Event; (ii) scheduled plant shutdowns and public holidays; (iii) delay by the Customer in performing its obligations, including payments, provision of information, and approval of drawings or samples; (iv) requests for modification pursuant to Article 4.2. Delivery times shall further be suspended for as long as any payment default by the Customer continues.
8.4 Celli may make partial and early deliveries; each partial delivery may be invoiced separately and shall constitute a separate contract, so that delays or defects relating to one delivery shall not entitle the Customer to refuse the others.
8.5 The Customer shall notify Celli of the carrier or forwarding agent appointed within 10 (ten) days of the notice of readiness for collection. If such period expires without collection, the Products shall be deemed delivered for all purposes, including for the purposes of the commencement of the periods for payment, warranty and notification of defects, and Celli shall be entitled, at its option, to: (i) invoice the supply in full and ship the Products at the Customer's expense and risk; or (ii) store the Products, at its own premises or at those of third parties, at the Customer's expense and risk, charging a storage fee equal to 1% (one per cent) of the value of the Products for each week or part thereof. If 60 (sixty) days elapse from the notice of readiness for collection without collection, Celli may terminate the Contract pursuant to Article 19 and freely dispose of the Products, applying the penalty set out in Article 4.3(ii).
8.6 Celli shall not be liable for delays resulting from customs operations, controls or inspections.
9. Connections, Assembly and Commissioning
9.1 Unless expressly included in the Order Confirmation as Services or Works, assembly, fitting, installation, connection, storage, maintenance and commissioning of the Products shall be the sole responsibility of, and shall be carried out at the expense and risk of, the Customer, including the labour and equipment required to unload, handle and position the Products and to fill them with filter media, resins or other operating materials.
9.2 The Customer shall arrange, at its own care and expense and in compliance with applicable regulations, the plumbing and electrical connections, building and excavation works, supporting structures and surfaces, drainage lines and any other preparation required, in accordance with Celli's technical instructions.
9.3 Where commissioning is to be performed by Celli, the Customer shall, once the preparatory works have been completed, give written notice thereof to Celli, which shall agree the date of the intervention. Commissioning consists of switching on and setting up the Products in accordance with the technical specifications and is subject to payment of all sums due. Any requests for technical assistance not included in the Contract shall be charged at Celli's rates in force from time to time, including travel and accommodation expenses.
9.4 The validity of the warranty under Article 11 is conditional upon the Customer proving that it has complied with the technical instructions, manuals and directions provided by Celli.
10. Inspection of the Products and Notification of Defects
10.1 The Customer shall inspect the Products, with the diligence required by their nature, immediately upon receipt, checking their quantity, integrity, conformity with the transport documents and the Order Confirmation, and the absence of apparent defects. Damage and shortages detectable upon receipt must also be recorded with a specific reservation on the transport document and notified to the carrier, failing which the Customer shall forfeit any claim against Celli.
10.2 Under penalty of forfeiture of the relevant rights (decadenza), pursuant to and for the purposes of Article 1495 of the Italian Civil Code, the Customer shall notify Celli of defects exclusively in writing, by certified e-mail (PEC) to cellispa@legalmail.it (or to such other PEC address as may be stated in the Order Confirmation) or by registered letter with return receipt to Celli's registered office: (i) apparent defects, discrepancies in quantity, type or code and transport damage, within 8 (eight) days of delivery of the Products pursuant to Article 8; (ii) hidden defects, within 8 (eight) days of their discovery and in any event no later than the expiry of the Warranty Period. The notice must contain, on pain of invalidity: the Order, invoice or transport document number; the code, serial number or batch of the Products; a detailed description of the defect, of how it manifests itself and of the circumstances in which it occurred; the date of discovery; and photographic or video evidence. Verbal or telephone complaints, complaints sent by ordinary e-mail, messaging services or portals, generic complaints or complaints lacking the elements set out above, and complaints addressed to persons other than Celli (agents, representatives, sales staff, carriers, installers, service centres) shall not be valid and shall not prevent forfeiture, even if received or acknowledged by such persons.
10.3 The time limits set out in Article 10.2 are mandatory. Failing timely and proper notification, the Products shall be deemed definitively accepted by the Customer and in conformity with the Contract, and the Customer shall be deemed to have waived any claim, action, defence or complaint, on any grounds whatsoever, in respect of defects, non-conformities or lack of quality. Use, commissioning, installation, processing or resale of the Products shall in any event constitute unconditional acceptance as regards apparent defects.
10.4 Any action by the Customer shall in any event be time-barred one year after delivery pursuant to Article 1495, third paragraph, of the Italian Civil Code.
10.5 Notification of defects, even if timely, shall not entitle the Customer to suspend or reduce payments (Article 6.2), to refuse the Products or to return them without Celli's prior written authorisation. Products returned without authorisation shall be rejected or held at the Customer's disposal at its expense and risk. The Customer shall keep the disputed Products in the condition in which they are found and allow Celli, or third parties appointed by it, to examine them. The defect shall be ascertained by Celli, with the Customer being entitled to take part, and the findings shall constitute, as between the Parties, a rebuttable presumption as to the cause of the defect, the burden of proving otherwise resting with the Customer.
10.6 The provisions on testing and acceptance set out in Article 15 shall apply to the Services and the Works; save as otherwise provided, Article 10.2 et seq. shall apply with effect from the date of completion of the Services.
11. Warranty
11.1 Celli warrants that the Products are free from defects in materials and workmanship and operate in accordance with the data stated in the relevant technical documentation, within the performance limits set out therein, for a period of 12 (twelve) months from delivery pursuant to Article 8 (the "Warranty Period"), subject to the limitations and exclusions set out in these Conditions. The performance stated in the Quotation refers to the design parameters and to the quality of water and fluids specified therein.
11.2 In the event of a defect notified in a timely and proper manner pursuant to Article 10 and acknowledged as attributable to Celli following the examination referred to in Article 10.5, Celli shall, at its option and at its expense, repair or replace the defective Products or parts or, where repair and replacement prove impossible or excessively onerous, grant a price reduction commensurate with the reduced value. Replaced Products or parts shall become the property of Celli and shall be returned to it, carriage paid to its plant, upon request.
11.3 Warranty work shall be carried out at Celli's plant. The Customer shall send the defective Products or parts to Celli, subject to prior written return authorisation, bearing the transport costs and risks; Celli shall return the repaired or replaced Products EXW. If the work has to be carried out at the Customer's premises, the travel, board and lodging expenses of Celli's personnel, the call-out charge at the rates in force, and disassembly, reassembly, reinstallation, handling and provision of the necessary equipment shall be borne by the Customer.
11.4 Should the examination show that the defect is not attributable to Celli or falls within the exclusions set out in Article 12, the work, analysis, transport and any other cost shall be charged to the Customer at Celli's rates in force from time to time.
11.5 To the fullest extent permitted by applicable law, repair or replacement pursuant to Article 11.2 constitutes the Customer's sole remedy for defects and non-conformities of the Products and is in lieu of and supersedes any other warranty or liability, statutory or contractual, express or implied, including the warranties of merchantability and fitness for a particular purpose. Any claim by the Customer for termination of the Contract, price reduction (save as provided in Article 11.2) and damages of any kind, including those arising from the inability to use the Products during the warranty work, is excluded, without prejudice to Article 20.
11.6 Repairs and replacements under warranty shall not give rise to a new Warranty Period nor extend its duration, which shall not be suspended or interrupted by the non-use or non-collection of the Products.
11.7 The warranty shall apply only subject to: (i) the timely payment in full of all sums due to Celli, including in respect of other supplies; (ii) the Customer's compliance with the installation, use and maintenance instructions provided by Celli; (iii) the performance of routine and periodic maintenance using original spare parts and consumables or those approved by Celli. In the event of late payment, including in respect of other supplies, the warranty and any assistance shall remain suspended until payment in full, and Celli shall be entitled to refuse any intervention, without the Customer being entitled to raise the defence of non-performance or to invoke defects, even if subsequently discovered, to justify suspension of payments (Article 6.2 and Article 1462 of the Italian Civil Code). The period of suspension shall not extend the Warranty Period.
11.8 The Parties may agree in writing on different warranty terms in respect of specific Contracts.
11.9 Where the end user of the Products is a consumer, the mandatory statutory provisions for the consumer's protection shall remain unaffected, without this extending Celli's obligations towards the Customer.
12. Warranty Exclusions
12.1 The warranty shall not apply to defects or malfunctions resulting from:
(a) assembly, fitting, installation, connection or commissioning carried out by the Customer or by third parties not authorised by Celli, or not in accordance with Celli's instructions;
(b) the use of materials, techniques, cleaning or sanitising products, consumables, spare parts or accessories which are not original or not approved by Celli;
(c) use, storage, transport or maintenance of the Products not in accordance with Celli's manuals, technical data sheets and instructions, or failure to carry out periodic maintenance;
(d) normal wear and tear, deterioration of consumable parts, corrosion, encrustation or limescale build-up;
(e) repairs, modifications, tampering or interventions carried out by the Customer or by third parties without Celli's prior written authorisation;
(f) damage occurring during transport, handling or storage after delivery;
(g) external causes, accidents, improper or negligent use, overloading, variations in pressure, flow rate, temperature or quality of water, fluids or gases compared to the design parameters, anomalies or fluctuations in the electricity supply, or unsuitability of the Customer's premises, installations or utilities;
(h) failure to stop using the Products in the presence of anomalies or malfunctions;
(i) materials, components or equipment supplied by the Customer or by third parties, or design defects attributable to specifications provided by the Customer;
(j) removal, alteration or illegibility of nameplates, serial numbers or seals;
(k) software or firmware modified, updated or integrated by persons other than Celli, or failure to install the security updates made available by Celli pursuant to Article 17.6.
12.2 Consumables and wear parts are in any event excluded from the warranty, including, by way of example: filters, cartridges, membranes, gaskets, seals, flexible hoses, UV lamps, resins, filter media, gas cylinders and gas charges, chemicals, taps and parts in contact with the dispensed product subject to sanitisation, batteries, fuses, light bulbs and cosmetic components.
12.3 For the warranty to apply, the Customer shall keep and make available to Celli, upon request, the installation and maintenance records, the logs and operating parameters of the Products, the analyses of the water and fluids used and the consumption data for spare parts and consumables, and shall allow Celli to take samples and extract data from the Products. In the event of failure to cooperate or to keep such records, the warranty shall be presumed not to apply.
Section II – Installation
13. Scope
13.1 The provisions of this Section II apply, in addition to those of Sections I and III, where the Order Confirmation includes, in addition to the sale of the Products, their installation by Celli (the "Works").
14. Performance of the Works
14.1 Before the Works commence, each Party shall notify the other in writing of the name of its person in charge of the works on site, who shall be present or available at the place of performance.
14.2 The Customer shall make available to Celli, free of charge, for the entire duration of the Works: access to the site and premises; secure storage areas; electricity, water and utilities; lifting and handling equipment; such additional skilled and unskilled labour as Celli deems necessary; and all access permits and information on site-specific risks for safety purposes.
14.3 The Customer represents and warrants that it has obtained, and will maintain in force, all permits, authorisations, clearances, notifications and certifications required for the installation and operation of the Products in the country of installation, and shall indemnify and hold Celli harmless from any consequence of failure to obtain or maintain them.
14.4 The completion date for the Works is indicative and not binding. Should the Works be interrupted or delayed for reasons not attributable to Celli (by way of example: lack of permits, unsuitability of the preparatory works, delays by the Customer or third parties, failure to deliver or late delivery of third-party materials), Celli shall be entitled to payment for the Products and materials delivered, the work performed and the costs incurred, as well as to an adjustment of the consideration at its daily rates for waiting time and additional travel. If the interruption exceeds 120 (one hundred and twenty) days, Article 19 shall apply.
14.5 Drawings, designs and technical documents provided by Celli shall remain its exclusive property and may not be used, copied, reproduced or disclosed to third parties without its written consent.
14.6 The Customer hereby authorises Celli to subcontract, in whole or in part, the performance of the Works and Services to undertakings of its choice, in compliance with applicable regulations, without the need for further notice.
15. Testing and Acceptance of the Works
15.1 Upon completion of the Works, Celli shall verify their conformity with the agreed technical specifications and shall invite the Customer to attend the acceptance testing. If the acceptance testing is not scheduled within 5 (five) days of the request, Celli shall carry it out independently and send the Customer the relevant report (the "Testing and Acceptance Report"), which the Customer shall return signed for acceptance, or dispute in writing specifying the non-conformities, within 3 (three) Business Days of receipt (the "Acceptance Deadline").
15.2 The Works shall be deemed delivered and accepted without reservation, and the Warranty Period under Article 16 shall commence, on the earliest of the following dates: (i) signature of the Testing and Acceptance Report; (ii) expiry of the Acceptance Deadline without a specific written objection; (iii) use, even partial, of the installed Products by the Customer. Minor non-conformities which do not impair the functionality of the Products shall not prevent acceptance and shall be remedied by Celli under warranty.
15.3 Defects and non-conformities in the Works which are not disputed by the Acceptance Deadline or, if hidden, not notified pursuant to Article 10.2, shall be deemed accepted, and the Customer shall be deemed to have waived any related claim.
16. Warranty for the Works
16.1 Celli warrants the Works for 12 (twelve) months from the date of acceptance pursuant to Article 15.2 against any non-conformity resulting from an installation defect attributable to Celli.
16.2 Unless the nature of the defect requires on-site intervention, the Customer shall send the defective parts to Celli for repair or replacement, bearing the transport costs and risks; the warranty obligation shall be deemed fulfilled upon redelivery of the repaired or replaced parts. Article 11.3 shall apply to on-site interventions.
16.3 Celli shall not be liable for defects in materials, components or equipment supplied by the Customer or by third parties, even if installed by Celli, save in the case of wilful misconduct or gross negligence in the installation activity.
16.4 Save as otherwise provided in this Section, Articles 10, 11 and 12 shall apply.
Section III – Final Provisions
17. Customer's Obligations, Connected Products and Digital Services
17.1 Any performance not expressly provided for in the Order Confirmation is excluded. The following shall in particular be the sole responsibility of the Customer: management and coordination of the site; handling, transport, custody and insurance of the Products after delivery; obtaining licences, authorisations and clearances relating to the sale, import, installation, use and storage of the Products; study, design and identification of the installation locations; assessment of the suitability of the Products in relation to the locations, installations and expected results; and disposal of packaging and waste.
17.2 Celli relies on the technical documents, drawings, designs, instructions, data and information provided by the Customer, which warrants their accuracy and completeness and assumes full responsibility for them.
17.3 The Customer undertakes to use the Products in accordance with their intended purpose, the manuals and applicable regulations, to keep them in good working order and to pass on to its customers and users the instructions and warnings provided by Celli. The Customer shall inform Celli in writing, within 48 (forty-eight) hours of becoming aware thereof, of any incident, accident, potentially hazardous malfunction or third-party complaint relating to the Products; shall cooperate, at its own expense to the extent of its responsibility, in any recall, withdrawal, notice or corrective action on the market decided by Celli or imposed by the authorities, including by providing traceability data for the Products resold; and, save as required by law, shall make no communications to the authorities, the market or the media concerning the safety of the Products without prior coordination with Celli and shall make no admissions of liability on Celli's behalf.
17.4 Articles 17.4, 17.5 and 17.6 apply exclusively to Connected Products and Digital Services. Activation of the Digital Services, where not included in the Order Confirmation, is governed by separate terms of service, which the Customer accepts upon registration and which govern service levels and continuity, data retention and return, the licence to use the software and applications and, by means of the agreement referred to in Article 17.5, the processing of personal data; in the event of conflict, such terms shall prevail over these Conditions solely in respect of the Digital Services. If not activated, the Connected Products operate solely in the local modes described in the technical documentation.
17.5 The data generated by the use of the Connected Products (by way of example: operating, diagnostic, consumption, dispensing, temperature, alarm and equipment location data) are made accessible to the Customer, as a user within the meaning of Regulation (EU) 2023/2854 (Data Act), in the manner, formats and timeframes set out in the technical documentation and in the terms of the Digital Services, which describe their nature, volume, collection frequency and means of access. Celli may access and use such data for the performance of the Contract, assistance, predictive maintenance, Product safety, compliance with legal obligations and, in aggregated or anonymised form, for the improvement of the Products and Digital Services; Celli does not use such data to derive insights into the Customer's economic situation, assets or production methods and does not disclose them to third parties except as required by law or with the Customer's consent. Where such data include personal data of users of the Connected Products, the Customer is the controller thereof and warrants that it has provided the required information notices and secured the necessary legal bases, and Celli processes such data as processor pursuant to Article 28 of Regulation (EU) 2016/679 under the agreement annexed to the terms of the Digital Services.
17.6 Celli makes available for the Connected Products security updates for software and firmware for the support period stated in the technical documentation and in any event for no less than the period required by Regulation (EU) 2024/2847 (Cyber Resilience Act), and informs the Customer of vulnerabilities affecting it. The Customer undertakes to: (i) promptly install the updates made available, or allow their remote installation; (ii) safeguard the access credentials for the Digital Services, which are strictly personal, and immediately notify Celli of their loss or unauthorised use; (iii) connect the Connected Products only to networks and systems protected in accordance with good security practice; (iv) not alter, disable or circumvent the security functions of the Connected Products and not connect unauthorised software or devices to them; (v) inform Celli without delay of any security incident involving the Connected Products. Celli shall not be liable for malfunctions, data loss or damage resulting from breach of the above obligations, from interruptions in connectivity or from third-party services, nor does it guarantee the continuous availability of the Digital Services, save as provided in a service level agreed in writing.
18. Assignment of the Contract
18.1 The Customer may not assign or transfer to third parties, in whole or in part, the Contract or the rights and obligations arising therefrom without Celli's prior written consent.
18.2 Celli may assign the Contract, or the receivables arising therefrom, including to companies of its group, financial institutions or factoring companies, and the Customer hereby gives its consent thereto.
19. Express Termination Clause
19.1 The Contract shall be terminated by operation of law, pursuant to Article 1456 of the Italian Civil Code, upon simple written notice by Celli, upon the occurrence of any one of the following events:
(i) failure to pay, in whole or in part, any sums due within 30 (thirty) days of the due date;
(ii) breach of Articles 4 (unalterability of the Order), 6.2 (prohibition on suspension of payments), 7.2 (obligations under retention of title), 18.1 (assignment), 22 (confidentiality and intellectual property), 23 (export control) or 24 (anti-corruption and 231 Model);
(iii) suspension of the supply or of the Works for the Customer's or the site's requirements for more than 120 (one hundred and twenty) days;
(iv) failure to collect the Products within 60 (sixty) days of the notice of readiness for collection;
(v) the Customer being in a state of financial distress, insolvency or liquidation, ceasing or suspending its business, or being subject to, or applying to be subject to, insolvency, debt restructuring or composition proceedings with creditors, including out-of-court proceedings, or being subject to protests of bills, attachments or enforcement proceedings;
(vi) a change of control of the Customer or the transfer of its business or of a business unit thereof.
19.2 In the event of termination, the sums already paid by the Customer and any instalments fallen due shall be retained by or remain payable to Celli by way of penalty, without prejudice to compensation for further damage; all of Celli's receivables shall become immediately due and payable; Celli may suspend deliveries, stop Products in transit, repossess Products owned by it and suspend or terminate any other Contract in progress with the Customer.
19.3 Celli may further withdraw from, and thereby terminate, any Contract not yet performed, by giving 15 (fifteen) days' written notice, if, after the conclusion of the Contract, circumstances arise which render the Customer unreliable from a credit, reputational or compliance standpoint (by way of example: protests of bills, enforcement or insolvency proceedings, adverse entries in credit databases, inclusion in sanctions lists, criminal or administrative proceedings against the Customer or its officers in connection with its business activities, or publicly available information liable to damage Celli's reputation).
20. Limitation of Liability
20.1 The Customer releases Celli from any liability for damage resulting from improper, negligent or non-compliant use of the Products by the Customer or third parties, from installations or modifications not carried out by Celli, or from events not directly attributable to Celli, which shall remain at the Customer's risk.
20.2 In no event shall Celli be liable, whether in contract or in tort, for indirect or consequential damage, loss of profit, loss of earnings, loss of production, business, goodwill, opportunity or data, plant downtime, recall costs, or penalties payable by the Customer to third parties, nor for third-party claims against the Customer.
20.3 To the fullest extent permitted by applicable law, Celli's aggregate liability for direct damage arising out of or in connection with each Contract shall in no event exceed the price actually paid by the Customer for the Products or Services covered by the Contract to which the claim relates.
20.4 The limitations and exclusions set out in this Article shall not apply in cases of wilful misconduct or gross negligence of Celli, of death or personal injury caused by an act attributable to Celli, or in any other case in which liability cannot be limited under mandatory provisions of law.
20.5 Any action by the Customer against Celli, other than those referred to in Article 10.4, shall in any event be time-barred after 12 (twelve) months from the event on which it is based.
21. Force Majeure
21.1 Neither Party shall be liable for failure or delay in performing its obligations, other than payment obligations, caused by a Force Majeure Event. The affected Party shall promptly give written notice thereof to the other Party and take all reasonable measures to mitigate its effects.
21.2 The obligations of the affected Party shall be suspended, and the time for performance extended, for the entire duration of the Force Majeure Event. If the Force Majeure Event continues for more than 90 (ninety) days, either Party may, by written notice, withdraw from, and thereby terminate, the part of the Contract not yet performed, without any indemnity, without prejudice to Celli's right to payment for the Products delivered, the services performed and the costs incurred for Products manufactured to the Customer's specifications.
22. Confidentiality and Intellectual Property
22.1 All technical, commercial or financial information, drawings, specifications, prices, know-how and any other data disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Contract, in any form and irrespective of whether marked as confidential, as well as the content of the Quotation, the Order and the Order Confirmation, constitute "Confidential Information". Confidential Information does not include information which is or becomes publicly available through no fault of the Receiving Party, or which must be disclosed by order of an authority or by law, to the extent strictly necessary.
22.2 The Receiving Party undertakes, for the duration of the Contract and for 5 (five) years thereafter, to: (i) keep the Confidential Information strictly confidential with the same degree of care it uses for its own confidential information and in any event no less than reasonable care; (ii) use it solely for the performance of the Contract; (iii) not disclose it to third parties, restricting access to its employees, advisers and group companies who need to know it and are bound by equivalent obligations.
22.3 All industrial and intellectual property rights relating to the Products, the Services, the Works and the related documentation, including patents, utility models, trademarks, domain names, designs, software and firmware, drawings, know-how and trade secrets (the "Intellectual Property Rights"), are and shall remain exclusively owned by Celli or its licensors. The Contract does not grant the Customer any right in the Intellectual Property Rights, save for the non-exclusive and non-transferable right to use the Products, and the software embedded therein, for their intended purpose.
22.4 The Customer undertakes not to reproduce, decompile, disassemble, modify or reverse engineer the Products and the related software, not to remove or alter trademarks, nameplates and distinctive signs, not to register or use trademarks, domain names or signs which may be confused with those of Celli, and not to use Celli's trademarks and distinctive signs without its prior written consent.
22.5 Where the Products are manufactured to the Customer's drawings, specifications or instructions, the Customer warrants that they do not infringe third-party rights and shall indemnify and hold Celli harmless from any resulting claim, cost and damage.
22.6 Each Party shall process the other Party's personal data in accordance with Regulation (EU) 2016/679 and applicable legislation, solely for purposes connected with the performance of the Contract. Celli's privacy notice is available at www.celligroup.com.
23. Export Control and Sanctions
23.1 The Customer acknowledges that the supply of the Products is subject to the export control, re-export control and economic sanctions laws and regulations of the European Union, the United States of America, the United Nations, the United Kingdom and other applicable countries (the "Export Control Laws").
23.2 The Customer represents and warrants that it is not, is not owned or controlled by, and is not acting on behalf of, any natural or legal person included in any list of sanctioned persons or with whom dealings are prohibited under the Export Control Laws (a "Blocked Person"), and undertakes to inform Celli immediately should it become one.
23.3 The Customer undertakes not to sell, export, re-export, transfer or make available, directly or indirectly, the Products, or goods and technology incorporating them, to Blocked Persons, to countries or territories subject to embargo or restrictions, or for prohibited end uses (including military, nuclear, chemical or biological uses), and to impose the same obligations on its distributors, resellers and purchasers, remaining liable to Celli for their compliance. Celli is entitled to request at any time, including after delivery, information and documents concerning the end user, end use, destination and distribution chain of the Products, including end-use and final destination statements; in the event of failure to cooperate or incomplete cooperation, Celli may suspend deliveries and Services without any liability.
23.4 The Customer shall obtain and maintain at its own expense all necessary import licences and authorisations and shall provide Celli with the documents required by applicable regulations for the export of the Products.
23.5 The Customer shall be fully liable to Celli for any consequence arising from breach of the Export Control Laws and shall indemnify and hold Celli harmless from any penalty, cost and damage. In the event of a breach, or if the Customer is or becomes a Blocked Person, Celli may suspend deliveries and Services, terminate any Contract in progress pursuant to Article 19 without any indemnity and demand immediate payment of all sums due.
23.6 Should performance of the Contract become impossible, unlawful or unreasonably onerous due to (a) changes in Italian law, European Union law or any other applicable law, including the adoption of restrictive measures; (b) changes in the interpretation of existing rules by the competent authorities; (c) failure to grant authorisations, licences or permits for export, sale or transfer of funds; (d) other similar events beyond the Parties' control (each an "Impeding Event"), the Parties' obligations shall remain suspended and the Parties shall consult in good faith to identify the measures necessary to continue the transaction. If the transaction cannot be continued, either Party may withdraw from, and thereby terminate, the part of the Contract not yet performed, and the Parties shall agree in good faith on measures to mitigate the loss, without prejudice to Celli's right to payment for the services performed and the costs incurred.
24. Anti-Corruption, 231 Model and Code of Ethics
24.1 Each Party undertakes to comply with applicable anti-corruption and anti-money laundering laws, including, to the extent applicable, Italian Legislative Decree No. 231 of 8 June 2001, Italian Law No. 190 of 6 November 2012, Article 2635 of the Italian Civil Code, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, and to ensure that its employees, collaborators and subcontractors do likewise. Neither Party shall offer, promise, give, request or accept, directly or indirectly, money or any other benefit for the purpose of improperly obtaining or retaining business or advantages.
24.2 The Customer declares that it has read the Organisation, Management and Control Model adopted by Celli pursuant to Legislative Decree No. 231/2001 and the Code of Ethics, available at www.celligroup.com (the "231 Model"), and undertakes, on its own behalf and on behalf of its employees and collaborators, to comply with their principles in its dealings with Celli and to refrain from any conduct liable to constitute the offences provided for in Legislative Decree No. 231/2001. The Customer acknowledges that Celli has established, pursuant to Italian Legislative Decree No. 24 of 10 March 2023, an internal whistleblowing channel for reporting breaches, accessible from www.celligroup.com also to the Customer's employees and collaborators, and undertakes to inform the persons acting in its dealings with Celli thereof.
24.3 The Customer further declares, upon each Order, that it has adopted an organisational model or adequate internal control measures suitable for preventing the commission of offences, and that it is not aware of any criminal proceedings or investigations against itself or its directors, managers or employees in connection with its business activities, and undertakes to notify Celli promptly of any such proceedings or investigations.
24.4 Breach of this Article constitutes a material breach and entitles Celli to suspend performance immediately and to terminate the Contract pursuant to Article 19, without prejudice to compensation for damages and to the Customer's obligation to indemnify Celli for any penalty or loss suffered by Celli.
25. Consumers
25.1 Where the Customer is a consumer within the meaning of Article 3(1)(a) of Italian Legislative Decree No. 206 of 6 September 2005 (the "Consumer Code"), these Conditions shall apply to the extent compatible with the mandatory provisions of the Consumer Code, which shall prevail; in particular, the consumer benefits from the legal guarantee of conformity under Articles 128 et seq. and, for distance and off-premises contracts, from the right of withdrawal under Articles 52 et seq. of the Consumer Code, subject to the exceptions provided therein for personalised goods.
26. General Provisions
26.1 The Contract constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any prior understanding, agreement or communication. Any amendment or addition shall be valid only if agreed in writing by persons vested with the necessary powers.
26.2 Any failure or delay by Celli in exercising any right or power under the Contract or by law shall not constitute a waiver thereof and shall not preclude its subsequent exercise. Tolerance of breaches by the Customer shall not constitute a waiver or an amendment of these Conditions.
26.3 The invalidity or unenforceability of one or more clauses shall not affect the validity of the remaining clauses; the invalid clause shall be replaced, where possible, by a valid clause having an economic and legal effect as close as possible to that of the invalid clause.
26.4 Communications between the Parties relating to the Contract shall be made in writing, by certified e-mail (PEC), registered letter with return receipt or e-mail (with confirmation of receipt for communications under Articles 10, 19 and 21) to the addresses stated in the Order Confirmation or subsequently notified; for Celli, PEC cellispa@legalmail.it. Save as provided for communications under Articles 10, 19 and 21, communications sent by Celli to the Customer by e-mail or PEC to the address stated in the Order or subsequently notified in writing by the Customer, including the Order Confirmation, the notice of readiness for collection and the Testing and Acceptance Report, shall be deemed received on the Business Day following the day on which they are sent, unless Celli receives a notice of non-delivery. Evidence of sending may be provided by means of the records of Celli's IT systems.
26.5 Article headings are for convenience only. These Conditions, as updated from time to time and published at www.celligroup.com or sent to the Customer, shall apply to every Order placed after their communication.
27. Governing Law and Jurisdiction
27.1 The Contract and these Conditions are governed exclusively by Italian law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) and of conflict-of-laws rules.
27.2 Any dispute arising out of or in any way connected with the Contract or these Conditions, including their validity, interpretation, performance and termination, shall be subject to the exclusive jurisdiction of the Courts of Bologna, to the exclusion of any other concurrent or alternative forum. Celli shall nevertheless be entitled to bring proceedings before the courts of the place where the Customer has its registered office or where the Products are located, including for the recovery of receivables and the exercise of its rights under Article 7.
Place and date: ____________________
For acceptance of the General Terms and Conditions of Sale – The Customer
Company name: ____________________ Name and title of signatory: ____________________ Signature: ____________________
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares that it has carefully read and specifically approves the following clauses: 2 (precedence of these Conditions and exclusion of the Customer's terms); 3.2 (irrevocability of the offer); 3.4 (tacit acceptance of a non-conforming Order Confirmation); 3.8 (export-related suspensive condition); 4 (irrevocability and unalterability of the Order, penalties); 5.4 (price adjustment); 6.2 (solve et repete – obligation to pay in full notwithstanding any dispute; prohibition on set-off); 6.5 (suspension, loss of the benefit of the term); 7 (retention of title); 8.2 (delivery times not of the essence, limitation of remedies for delay); 8.5 (storage, penalty for failure to collect); 10 (notification of defects, forfeiture, acceptance of the Products); 11.5 (limitation of warranty remedies); 12 (warranty exclusions and presumption of non-applicability); 14.4 and 14.6 (indicative completion dates, subcontracting); 15 (tacit acceptance of the Works); 17.3 (obligations in the event of a recall); 17.5 and 17.6 (Connected Products data, security obligations and exclusion of liability); 18.1 (prohibition on assignment); 19 (express termination clause pursuant to Article 1456 of the Italian Civil Code, penalty, withdrawal); 20 (limitation of liability, limitation period); 21 (force majeure); 23.5 and 23.6 (sanctions, Impeding Event); 24.4 (termination for breach of anti-corruption provisions); 26.4 (deemed receipt of communications); 27 (governing law and exclusive jurisdiction).
For specific approval – The Customer
Name and title of signatory: ____________________ Signature: ____________________
General Terms and Conditions of Purchase
These General Terms and Conditions of Purchase (the "Conditions") govern all purchases of Products and Services made by Celli S.p.A. ("Celli" or the "Buyer") from the supplier to which the Purchase Order is addressed (the "Supplier"; Celli and the Supplier, each a "Party" and together the "Parties"). By accepting a Purchase Order, including by conduct, the Supplier declares that it is aware of and fully accepts the Conditions.
1. Definitions
1.1 In these Conditions, the following capitalised terms shall have the meanings set out below, in both the singular and the plural:
(a) "Contract": the agreement between Celli and the Supplier for the supply of Products and/or Services, consisting, in the following order of precedence, of: (i) the Purchase Order and any special conditions signed by Celli; (ii) the Specifications; (iii) these Conditions; (iv) the Supplier's Offer, to the extent not inconsistent therewith;
(b) "Intellectual Property Rights": any industrial and intellectual property right, whether registered or not, relating to patents, utility models, trademarks, domain names, designs, copyright, software and firmware, databases, trade secrets, technical or commercial information and know-how;
(c) "Offer": the Supplier's quotation or commercial proposal;
(d) "Purchase Order" or "Order": the written purchase order issued by Celli for Products and/or Services;
(e) "Warranty Period": the period of 24 (twenty-four) months from delivery of the Products or completion of the Services accepted by Celli or, if later, from the date of commissioning of the Celli finished product in which the Products are incorporated, and in any event no later than 36 (thirty-six) months from delivery, unless a different period is stated in the Order;
(f) "Products": the goods, materials, components, equipment and related documentation specified in the Order;
(g) "Services": the services specified in the Order;
(h) "Specifications": the drawings, technical specifications, technical requirement documents, approved samples, technical standards and quality requirements referred to in the Order or otherwise provided by Celli to the Supplier.
2. Scope of Application and Conclusion of the Contract
2.1 These Conditions are the only conditions governing Celli's purchases, to the exclusion of any general terms and conditions of sale or other contractual terms of the Supplier, even if referred to in the Offer, order confirmation, invoice, transport documents or other correspondence, and even if not expressly rejected by Celli. Acceptance of the Products or Services and payment of the price shall in no event constitute acceptance of the Supplier's terms. Performance of the Order, even partial, shall constitute the Supplier's irrevocable waiver of its own general terms and conditions, and any reference to them in the Supplier's commercial documents shall be ineffective and unenforceable against Celli.
2.2 The Supplier's Offer constitutes a firm and irrevocable contractual offer for 90 (ninety) days from its receipt by Celli, unless a different period is stated therein, and is made on the basis of these Conditions.
2.3 The Contract is concluded upon Celli's issue of the Purchase Order, as acceptance of the Offer, or, in the absence of an Offer, upon the Supplier's acceptance of the Order. The Order shall in any event be deemed accepted by the Supplier, on the terms stated therein and on these Conditions, on the earliest of the following dates: (i) transmission of the order confirmation to Celli; (ii) commencement of performance; (iii) expiry of 5 (five) working days from receipt of the Order without the Supplier having rejected it in writing.
2.4 Any order confirmation of the Supplier containing terms that differ from the Order shall have no effect, unless Celli expressly accepts the differences in writing. The only valid amendments to the Order are those formalised by Celli by means of an amending Order.
2.5 In the event of conflict between the documents forming the Contract, the order set out in Article 1.1(a) shall prevail. These Conditions are drafted in Italian and English; in the event of any discrepancy in interpretation, the Italian text shall prevail.
2.6 The Contract constitutes the entire agreement between the Parties in relation to its subject matter and supersedes any prior agreement, whether oral or written, and any prior correspondence.
3. Amendments to and Cancellation of the Order
3.1 Celli may at any time, by written notice, request changes to quantities, Specifications, delivery dates and place of delivery, or methods of performance. The Supplier shall notify, within 5 (five) working days, any effects on price and delivery times, with adequate supporting documentation; the change shall become effective upon Celli's issue of the amending Order.
3.2 Celli may cancel the Order in whole or in part, for Products and Services not yet delivered or performed, by written notice. In such case Celli shall pay the Supplier, in full and final settlement of any claim, solely the costs of materials and work specifically allocated to the cancelled Order and relating to Products manufactured to Celli's Specifications, which were irreversibly incurred before receipt of the notice and cannot be reused, resold or cancelled with third parties exercising ordinary diligence, net of any recovery, reuse or resale; any loss of profit is excluded. The Supplier shall use its best efforts to mitigate such costs (including by cancelling orders placed with its own sub-suppliers) and shall document them in detail within 30 (thirty) days of the notice, failing which it shall forfeit the right to reimbursement.
3.3 The Supplier may not modify, suspend or discontinue the supply of the Products, nor change their Specifications, materials, production processes, components, place of manufacture or qualified sub-suppliers, without Celli's prior written consent. The Supplier shall give Celli at least 12 (twelve) months' notice of its intention to discontinue the production of a Product, guaranteeing the possibility of a last-time buy.
4. Delivery of the Products and Performance of the Services
4.1 The Supplier shall deliver the Products and perform the Services at the place, within the time limits and in the manner stated in the Order. Unless otherwise stated in the Order, delivery shall be DAP (Incoterms® 2020) at the Celli plant indicated in the Order, packaging included.
4.2 Delivery and performance dates are of the essence pursuant to Article 1457 of the Italian Civil Code. The Supplier shall immediately inform Celli in writing of any circumstance that may delay delivery, without prejudice to its liability.
4.3 In the event of delay in delivery or performance, the Supplier shall pay Celli, by reason of the delay alone and without prejudice to its obligation to perform, a penalty equal to 0.5% (zero point five per cent) of the value of the delayed Products or Services for each week or part thereof of delay, up to a maximum of 10% (ten per cent) of the value of the Order, without any need to prove the damage. Celli's right to compensation for further damage, including the costs of rescheduling production, line stoppage, expedited transport and claims by Celli's customers, and any other remedy, shall remain unaffected. Celli may withhold the amount of the penalties from the payments due. After 30 (thirty) days of delay, Celli may also terminate the Contract pursuant to Article 16 and procure from third parties, charging the Supplier with the additional costs.
4.4 Early, partial or excess deliveries are not permitted without Celli's written consent; failing such consent, Celli may refuse them and return them at the Supplier's expense and risk, or accept them, in which case the payment terms shall run from the scheduled delivery date.
4.5 Each delivery shall be accompanied by a transport document stating the Order number, Celli part numbers, quantities, batch or serial numbers, as well as by certificates of conformity, test certificates, certificates of origin, safety data sheets and any other documentation required by the Order, the Specifications or the law. The Products shall be suitably packaged so as to preserve them during transport and storage and in compliance with packaging regulations.
4.6 Title to the Products shall pass to Celli upon delivery at the place stated in the Order or, if earlier, upon payment, even partial; risk shall pass to Celli in accordance with the delivery term stated in the Order. Any retention of title in favour of the Supplier is excluded.
5. Inspection, Acceptance and Notification of Defects
5.1 Celli shall be entitled to inspect and test the Products and Services, including at the premises of the Supplier and its sub-suppliers, at any stage of production and upon delivery. Inspections, tests and acceptance of the Products shall not release the Supplier from any of its obligations and warranties nor constitute a waiver of the right to claim defects or non-conformities.
5.2 Celli shall not be required to carry out any incoming inspection other than a visual check of the packages and of the transport documents. By way of derogation from Articles 1495 and 1512 of the Italian Civil Code, Celli may notify defects, faults and non-conformities of the Products and Services, whether apparent or hidden, within 60 (sixty) days of their discovery, at any time during the Warranty Period, including after processing, incorporation or resale of the Products. Celli's non-conformity reports, its customers' complaints and the results of Celli's inspections and laboratory tests shall constitute sufficient evidence of the defect, unless the Supplier proves otherwise. The Supplier shall take part in the analysis of the defect within 5 (five) working days of the notification; failing this, Celli shall proceed unilaterally and its findings shall be deemed accepted by the Supplier.
5.3 Celli may reject Products and Services that do not conform to the Order or to the Specifications and, at its option: (i) return them to the Supplier, which shall collect them within 10 (ten) days of notice, at its own expense and risk, and replace them within the time limit set by Celli; (ii) have them repaired or sorted by the Supplier or by third parties at the Supplier's expense; (iii) retain them with an appropriate price reduction; (iv) terminate the Order as regards the non-conforming part. Products not collected within the time limit may be returned or scrapped at the Supplier's expense.
5.4 In the event of delivery of non-conforming Products, the Supplier shall reimburse Celli, in addition to transport costs, for the costs of sorting, quarantine and containment, handling, disassembly and reassembly, rework, line stoppage, expedited transport and extraordinary shipments, interventions at the premises of Celli's end customers, distributors and installers, preventive inspection or replacement campaigns, administrative handling of the non-conformity (in an amount not lower than EUR 150 for each report) and the costs of Celli's internal personnel valued according to Celli's rates in force, as well as any other documented cost.
6. Prices and Payment
6.1 Prices and fees are those stated in the Order, are fixed and not subject to variation for the entire term of the Contract, and include all costs of packaging, transport, insurance, documentation, testing, licences and anything else required for complete performance, unless otherwise stated in the Order. Any variation shall be valid only if accepted in writing by Celli.
6.2 Invoices shall state the Order number, Celli part numbers and the references of the transport document, and shall be issued in compliance with applicable tax regulations; irregular or incomplete invoices shall be rejected and the payment terms shall run from receipt of the correct invoice.
6.3 Payment terms are 90 (ninety) days from the invoice date, end of month, unless a different term is expressly stated in the Order. The payment term is expressly agreed pursuant to Article 4 of Italian Legislative Decree no. 231 of 9 October 2002 and takes into account the nature of the supply and the overall economic terms of the Contract. Payment shall be made by bank transfer, for undisputed amounts only, against a valid invoice pursuant to Article 6.2. Payment shall not constitute acceptance of the Products or Services nor a waiver of the right to claim defects or non-performance.
6.4 Celli may at any time set off, pursuant to Article 1252 of the Italian Civil Code, its claims against the Supplier, on any grounds whatsoever and even if not yet liquidated and due, against amounts owed to the Supplier, and may suspend payments in the event of non-performance by the Supplier pursuant to Article 1460 of the Italian Civil Code.
6.5 The Supplier may not assign to third parties the receivables arising from the Contract, nor grant collection mandates or enter into factoring agreements in respect of them, without Celli's prior written consent; any assignment made in breach of this clause shall be unenforceable against Celli pursuant to Article 1260, second paragraph, of the Italian Civil Code.
7. Warranty of the Products and Services
7.1 The Supplier warrants that, throughout the Warranty Period, the Products: (i) are new and free from defects in design, materials and workmanship; (ii) conform to the Specifications, the approved samples, the Order and the Supplier's statements; (iii) are fit for their intended use and for the particular purpose communicated by Celli; (iv) are of merchantable quality; (v) comply with all laws, regulations and technical standards applicable in the European Union and in the countries of destination communicated by Celli, including the rules on product safety, CE marking, electromagnetic compatibility, materials in contact with food and drinking water, hazardous substances (RoHS, REACH), packaging and labelling; (vi) are free from third-party rights, encumbrances and claims. The warranty set out in this Article includes a warranty of good working order of the Products for the entire Warranty Period pursuant to Article 1512 of the Italian Civil Code; any malfunction shall be notified within the time limit set out in Article 5.2 and the related action shall be time-barred six months after discovery of the defect.
7.2 The Supplier warrants that the Services are performed in a workmanlike manner, by qualified personnel, in accordance with the Specifications, the Order and best industry practices.
7.3 In the event of defects, faults or non-conformities notified during the Warranty Period, the Supplier shall, at Celli's option and at its own expense, repair, replace or re-perform within the time limit set by Celli and in any event within 15 (fifteen) days of notification, bearing all related costs (transport, disassembly, reassembly, interventions at the premises of Celli's customers, travel expenses) and reimbursing Celli for the costs referred to in Article 5.4. If such time limit expires without action, or in case of urgency, Celli may have the work carried out by third parties or by itself at the Supplier's expense, without prejudice to any other remedy, including price reduction or termination.
7.4 Repaired or replaced Products and parts shall be covered by a new Warranty Period starting from the repair or replacement.
7.5 A serial defect occurs where the same defect or fault appears in a percentage equal to or greater than 3% (three per cent) of the Products of the same part number or family delivered within a period of 12 (twelve) months, or within the same batch, or, even below such threshold, where the defect is attributable to a common cause of design, materials or process or entails risks to the safety, regulatory compliance or reputation of Celli. In such case the Supplier, in addition to the above, shall at its own expense carry out the root cause analysis, implement the corrective actions required by Celli, replace or preventively inspect the entire affected batch, even if already installed at the premises of Celli's customers, and bear the costs of any recall or field campaign.
7.6 The Supplier guarantees the availability of spare parts and assistance for the Products for at least 10 (ten) years from the last delivery, at prices not exceeding the last price applied to Celli for the same Product or spare part, adjusted according to the ISTAT FOI index, and grants Celli, in the event of discontinuation of production pursuant to Article 3.3, the right to make a last-time buy on the same terms.
7.7 The warranties set out in this Article are in addition to those provided by law and are not excluded or limited by inspections, tests, acceptance or payment.
8. Quality, Regulatory Compliance and Cybersecurity
8.1 The Supplier shall maintain a quality management system compliant with ISO 9001 or an equivalent standard, apply the control plans and quality procedures agreed with Celli and keep for at least 10 (ten) years the production, inspection and traceability records of the Products, which it shall make available to Celli upon request.
8.2 The Supplier shall provide, with the first delivery and upon each change, the declarations of conformity, technical and safety data sheets, certifications and declarations regarding the substances contained in the Products (including those required by REACH, RoHS and the rules on materials in contact with food and on minerals from conflict-affected areas), and shall immediately inform Celli of any supervening non-conformity, safety risk or recall concerning the Products.
8.3 The Supplier shall comply, and shall ensure that its sub-suppliers comply, with applicable laws on labour, health and safety, the environment, human rights and the prevention of child and forced labour, as well as with Celli's Code of Ethics available on the website www.celligroup.com. Upon Celli's request, the Supplier shall provide the information necessary for Celli's sustainability and supply-chain due diligence obligations.
8.4 The Supplier acknowledges that Celli is subject to the obligations of Italian Legislative Decree no. 138 of 4 September 2024 (NIS2) and that, pursuant to Article 24 of that decree, it must ensure the security of its supply chain. This Article applies to Products and Services that include software, firmware, components with digital elements, connectivity, ICT services, cloud services or access to Celli's systems; Celli may specify in the Order, or in a technical annex, the minimum security requirements applicable to the specific category of Products or Services. The Supplier shall: (i) adopt technical and organisational security measures appropriate to the state of the art and to the risks, in compliance with applicable law and reference standards (such as ISO/IEC 27001 or equivalent), and document them to Celli upon request; (ii) ensure that Products with digital elements are designed, developed and supplied in accordance with the essential requirements of Regulation (EU) 2024/2847 (Cyber Resilience Act), are accompanied by the technical documentation, the software bill of materials (SBOM) and the security instructions and, at the date of delivery, are free from known unresolved vulnerabilities of high or critical severity; (iii) handle vulnerabilities and provide security updates free of charge for the entire support period required by law and in any event for at least 5 (five) years from the last delivery, giving 12 (twelve) months' written notice of the end of support; (iv) notify Celli, within 24 (twenty-four) hours of becoming aware of it, of any security incident, actively exploited vulnerability or compromise affecting the Products, the Services or Celli's data, providing the information necessary for Celli's notification obligations towards the Italian National Cybersecurity Agency (Agenzia per la Cybersicurezza Nazionale) and other competent authorities, and cooperate in its handling and recovery; (v) access Celli's systems and networks only with the credentials and within the limits authorised, ensuring the traceability of access; (vi) allow Celli to carry out the security checks referred to in Article 14, including vulnerability assessments of the Products supplied. Breach of this Article shall constitute a material breach and the Supplier shall indemnify Celli against any resulting sanction, cost and damage.
9. Intellectual Property and Tooling
9.1 Each Party shall remain the exclusive owner of its pre-existing Intellectual Property Rights. The Specifications, drawings, models, moulds, tooling, samples and any other materials provided by Celli or made at its expense (the "Tooling") are and shall remain the property of Celli, shall be identified as such, kept in custody and insured by the Supplier, used exclusively for the performance of Celli's Orders and returned upon simple request.
9.2 Intellectual Property Rights pre-existing or developed by the Supplier independently of the Contract (the "Background") shall remain with the Supplier. Intellectual Property Rights relating to Products, developments, customisations, results, interfaces and documents made by the Supplier to Celli's Specifications or on Celli's commission, or at Celli's expense (the "Foreground"), shall belong exclusively to Celli, which shall acquire ownership thereof upon payment of the price, without further consideration; the Supplier shall provide Celli with the necessary documentation and source code and shall execute any deed useful for registration.
9.3 Where elements of the Supplier's Background are incorporated in the Products, the Services or the Foreground, the Supplier grants Celli and its group companies a non-exclusive, royalty-free, perpetual, irrevocable and transferable licence, without territorial limits and with the right to sublicense to their customers and end users, to use, integrate, modify, repair, maintain, market and distribute the Products, the Services and the Foreground, including in the after-sales service and spare parts market.
9.4 The Supplier may not use Celli's trademarks, names or distinctive signs, nor refer to Celli as a customer for advertising purposes, without Celli's prior written consent.
9.5 The Supplier warrants that the Products and Services, and their use, marketing and distribution by Celli and its customers, do not infringe third-party Intellectual Property Rights, and shall indemnify and hold harmless Celli, its group companies and its customers against any resulting claim, damage, cost and expense, including legal fees. In the event of a third-party claim, the Supplier shall, at its own expense and at Celli's option, obtain the right to continue using the Products, modify them or replace them with equivalent non-infringing Products, or withdraw them, refunding the price and the resulting costs.
10. Confidentiality and Data Protection
10.1 All technical, commercial or financial information, Specifications, drawings, prices, know-how and any other data communicated by Celli to the Supplier, in any form and regardless of whether marked as confidential, as well as the existence and content of the Orders, constitute "Confidential Information". Confidential Information does not include information which is or becomes public knowledge through no fault of the Supplier, or which must be disclosed by order of an authority or by law, to the extent strictly necessary and subject to prior notice to Celli.
10.2 The Supplier undertakes, for the term of the Contract and for the following 5 (five) years (without time limit for trade secrets), to: (i) keep the Confidential Information strictly confidential; (ii) use it solely for the performance of the Contract; (iii) not disclose it to third parties, restricting access to its authorised employees and sub-suppliers who need to know it and are bound by equivalent obligations, for whom it shall be responsible; (iv) return or destroy it upon Celli's simple request. The Supplier may not manufacture for third parties Products made to Celli's Specifications.
10.3 Each Party shall process the personal data of the other Party in accordance with Regulation (EU) 2016/679 and applicable law, solely for purposes connected with the performance of the Contract. Where the Supplier processes personal data on behalf of Celli, the Parties shall enter into the agreement referred to in Article 28 of Regulation (EU) 2016/679.
11. Force Majeure
11.1 Neither Party shall be liable for any failure or delay in the performance of its obligations, other than payment obligations, caused by events beyond its reasonable control, unforeseeable and unavoidable, such as natural disasters, floods, fires, earthquakes, explosions, wars, insurrections, acts of terrorism, measures of public authorities, epidemics and national emergencies ("Force Majeure"). Strikes and labour disputes limited to the Supplier's personnel, failures of sub-suppliers, shortages of raw materials or components, cost increases and economic or financial difficulties of the Supplier shall not constitute Force Majeure.
11.2 The affected Party shall immediately notify the other Party in writing, use all reasonable efforts to limit the effects of the event and resume performance as soon as possible. During the event Celli may procure from third parties, reducing the quantities ordered accordingly without any charge. If the event continues for more than 30 (thirty) days, Celli may terminate the Contract pursuant to Article 16.
12. Insurance
12.1 The Supplier shall take out and maintain in force, at its own expense and for the entire term of the Contract and the Warranty Period, with leading insurance companies, adequate third-party and product liability insurance policies (including product withdrawal and recall costs) with a limit of indemnity of not less than EUR 10,000,000 (ten million) per claim and per year, unless Celli indicates a different limit in the Order in relation to the product category or the risk level of the supply, as well as any other insurance required by law or by the Order.
12.2 The Supplier shall deliver to Celli, upon simple request, the insurance certificates and proof of payment of the premiums. The existence of the insurance cover shall not limit the Supplier's liability.
13. Liability and Indemnity
13.1 The Supplier shall compensate, indemnify and hold harmless Celli, its group companies and their directors, employees and customers against any damage, cost, expense (including legal fees), sanction, liability and third-party claim, whether direct or indirect, arising from or connected with: (a) defects, faults or non-conformities of the Products and Services, including product liability and recall costs; (b) breach of the warranties set out in Articles 7, 8 and 9; (c) any other breach of the Contract; (d) wrongful acts, negligence or breach of law by the Supplier, its employees or sub-suppliers; (e) accidents, injury to persons or damage to property occurring during the performance of the Services at the premises of Celli or its customers.
13.2 Celli's liability towards the Supplier shall in any event be limited to payment of the price of the Products and Services delivered and accepted, excluding any indirect damage and loss of profit, save in cases of wilful misconduct or gross negligence.
13.3 Celli shall inform the Supplier of third-party claims covered by the indemnity within a reasonable time of becoming aware of them. The Supplier shall handle the claim at its own expense, keeping Celli constantly informed; Celli may, however, take over or direct the defence, at the Supplier's expense, where the claim concerns product safety, obligations towards authorities or Celli's reputation. The Supplier may not settle or acknowledge any claim entailing obligations, admissions or prejudice for Celli without Celli's prior written consent. Celli may set off amounts due by way of indemnity against any claim of the Supplier pursuant to Article 6.4.
14. Audit Rights
14.1 Celli, directly or through appointed third parties, shall be entitled, upon reasonable notice and during normal working hours, to access the premises of the Supplier and its sub-suppliers and to examine processes, records and quality, traceability and compliance documentation, as well as, limited to variable fees or reimbursements, the accounting records relating to the performance of the Contract. Celli may also carry out document-based or remote audits, requesting from the Supplier due diligence questionnaires, documentary evidence, corrective action plans and, for the Products and Services referred to in Article 8.4, updated SBOMs and summaries of the security tests performed. The Supplier shall cooperate fully and remedy any non-conformities identified promptly and at its own expense, without prejudice to any other right of Celli.
15. Anti-Corruption, 231 Model and Code of Ethics
15.1 The Supplier declares that it is aware of the Organisation, Management and Control Model adopted by Celli pursuant to Italian Legislative Decree no. 231 of 8 June 2001, the Code of Ethics and Celli's anti-corruption system, available on the website www.celligroup.com (the "231 Model"), and undertakes, on its own behalf and on behalf of its employees, collaborators and sub-suppliers, to comply with their principles and protocols and to refrain from any conduct that may constitute the offences provided for by Legislative Decree 231/2001, as amended.
15.2 Each Party shall comply with applicable anti-corruption and anti-money laundering laws, including Italian Law no. 190 of 6 November 2012, Article 2635 of the Italian Civil Code and, to the extent applicable, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, and shall not offer, promise, give, request or accept, directly or indirectly, money or other benefits for the purpose of improperly obtaining or retaining business or advantages.
15.3 The Supplier declares that it is not aware of any criminal proceedings or investigations against it or its directors, managers or employees in connection with its business activities and undertakes to notify Celli promptly of any such proceedings, as well as of any subsequent listing as a sanctioned person. The Supplier acknowledges that Celli has established, pursuant to Italian Legislative Decree no. 24 of 10 March 2023, an internal whistleblowing channel, accessible from the website www.celligroup.com also to the Supplier's employees, collaborators and sub-suppliers, and undertakes to inform the persons involved in its dealings with Celli accordingly.
15.4 Breach of this Article shall constitute a material breach and shall entitle Celli to suspend performance immediately and to terminate the Contract pursuant to Article 16, without prejudice to compensation for damages and to the Supplier's obligation to indemnify Celli for any sanction or prejudice suffered.
16. Express Termination Clause and Withdrawal
16.1 Celli may terminate the Contract, in whole or in part, with immediate effect pursuant to Article 1456 of the Italian Civil Code by written notice, without prejudice to compensation for damages, in the following cases: (a) breach by the Supplier of Articles 3.3, 4.2, 5.3, 6.5, 7.3, 7.5, 8.4, 9.5, 10.2, 12.1, 14.1 or 15; (b) delay in delivery exceeding 30 (thirty) days; (c) the Supplier being subject to, or applying for, insolvency proceedings, debt restructuring or arrangements with creditors, including out-of-court arrangements, a state of crisis or insolvency, protests, attachments or cessation of business; (d) change of control of the Supplier, or transfer of its business or of a business unit; (e) Force Majeure continuing for more than 30 (thirty) days; (f) assignment of the Contract or subcontracting in breach of Article 17.
16.2 In the event of termination, Celli may, at its option, return the Products not yet used against reimbursement of the price, retain the Products delivered paying only the price of the usable parts, and procure from third parties, charging the Supplier with the additional costs. The Tooling and the Confidential Information shall be returned immediately.
16.3 Celli's right of withdrawal under Article 3.2 shall remain unaffected.
17. Assignment and Subcontracting
17.1 The Supplier may not assign the Contract, nor entrust its performance to third parties, in whole or in part, without Celli's prior written consent. The Supplier shall in any event be liable for the acts of its sub-suppliers as for its own and shall ensure that they comply with these Conditions.
17.2 Celli may assign the Contract, in whole or in part, to companies of its group or to successors in its business, by notifying the Supplier.
18. General Provisions
18.1 The Supplier shall obtain and maintain in force all licences, permits and authorisations necessary for the performance of the Contract, including those relating to the export of the Products, and shall comply with applicable export control and sanctions regulations, declaring that it is not a sanctioned person.
18.2 The Parties are independent contractors. The Contract does not create any relationship of agency, association, partnership, employment or representation, and neither Party may act in the name or on behalf of the other.
18.3 The invalidity or unenforceability of one or more clauses shall not affect the validity of the remaining clauses; the invalid clause shall be replaced, where possible, by a valid clause having an effect as close as possible to it.
18.4 Any amendment to the Contract and any waiver of rights arising therefrom shall be valid only if made in writing by persons with the necessary powers. Celli's tolerance of any non-performance by the Supplier shall not constitute a waiver or an amendment of the Conditions.
18.5 Communications between the Parties relating to the Contract shall be made in writing, by certified e-mail (PEC), registered letter with return receipt or e-mail, to the addresses stated in the Order or subsequently notified; for Celli, PEC cellispa@legalmail.it.
18.6 The Conditions, as updated from time to time and published on the website www.celligroup.com or sent to the Supplier, shall apply to each Order issued after their communication.
19. Governing Law and Jurisdiction
19.1 The Contract and these Conditions are governed exclusively by Italian law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) and of conflict-of-laws rules.
19.2 Any dispute arising out of or in any way connected with the Contract or these Conditions shall be subject to the exclusive jurisdiction of the Courts of Bologna, to the exclusion of any other concurrent or alternative forum. Celli shall nevertheless be entitled to bring proceedings before the court of the place where the Supplier has its registered office.
Place and date: ____________________
For acceptance of the General Terms and Conditions of Purchase – The Supplier
Company name: ____________________ Name and title of signatory: ____________________ Signature: ____________________
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Supplier declares that it has carefully read and specifically approves the following clauses: 2.1 (exclusion of the Supplier's terms); 2.2 (irrevocability of the Offer); 2.3 (tacit acceptance of the Order); 3.2 (cancellation of the Order); 3.3 (prohibition on modifying and discontinuing the supply); 4.2 and 4.3 (essential delivery dates, penalties, termination for delay); 4.6 (exclusion of retention of title); 5.2 (time limits for notification of defects by way of derogation from Articles 1495 and 1512 of the Italian Civil Code); 5.3 and 5.4 (remedies and costs for non-conformities); 6.3 (payment term exceeding 60 days); 6.4 (set-off and suspension of payments); 6.5 (prohibition on assignment of receivables); 7 (warranties, serial defects, spare parts); 8.4 (cybersecurity and indemnity); 9 (intellectual property, licence, indemnity); 10 (confidentiality); 11.1 (limitation of force majeure); 13 (liability and indemnity, limitation of Celli's liability); 14 (audit); 15.4 (termination for breach of anti-corruption provisions); 16 (express termination clause and withdrawal); 17.1 (prohibition on assignment and subcontracting); 19 (governing law and exclusive jurisdiction).
For specific approval – The Supplier
Name and title of signatory: ____________________ Signature: ____________________