CAREL - Legal & Compliance

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

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

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

CAREL General Conditions of Sales

Conditions of sale, development, and licence of software

1. DEFINITIONS

a) "CAREL": CAREL Industries S.p.A. and all companies belonging to the CAREL Industries S.p.A. group, i.e. any company directly or indirectly controlled by CAREL Industries S.p.A. or which directly or indirectly controls CAREL Industries S.p.A. and any associated company;
b) "Customer": an individual or legal entity that enters into an Agreement with CAREL, as defined below, accepting these General Conditions, as defined below;
c) "General Conditions": these general conditions for the development and licensing of software;
d) "Agreement": the agreement between CAREL and the Customer, concerning the development of Custom Software and the licence to use the same, as defined below;
e) Type "A" licence: a licence to use a Tool Software, as defined below;
f) Type "B" licence: a licence to use a piece of Standard Software, as defined below;
g) Type "C" licence: a licence to use a piece of Custom Software, as defined below, the source code of which is not provided and which does not allow the Customer to modify the software itself, as further specified in Article 4 below;
h) Type "D" licence: a licence to use a piece of Custom Software, as defined below, of which part or all of the source code is provided, and which allows the Customer to modify the Software, as further specified in Article 4 below;
i) "Offer": a written document containing the economic proposal for the requested services. The Offer states, inter alia: (i) the fees; (ii) the timing of the release of the Beta Version Software, as defined below; (iii) the type of licence applied; (iv) the payment terms and conditions. When responding to a request for Custom Software, the offer will also take into account the development and licensing of the same and the additional terms of service offered by CAREL.;
j) "Order": a purchase order issued by the Customer after signing the Conditions of Sale and/or the Agreement for Custom Software development and licensing. The Order is necessarily in writing;
k) “Order Confirmation”: the written document of acceptance of the Order sent by CAREL to the Customer, and containing: the description of the Software, the item code, the quantity, unit price, , delivery terms and payment terms.
l) "Software": the Tool Software, Standard Software and Custom Software covered by the Conditions of Sale and/or the Agreement, respectively;
m) "Tool Software": computer software program for the development and management of application software designed and developed by CAREL. The definition also includes updates and plug-ins. By way of non-exhaustive example, included are: pCO manager, VPM, Device Creator Web, 1tool, c.suite, c.touch, BACset, LONset, K-Set, 1tool Touch Editor, RemotePRO, c.web, STone, Spark, Sparkly, Applica Desktop, Replica and the Supervisors;
n) "Standard Software": application software program, macroblock, module, firmware, BIOS, OS, plug-in and any other software, designed and developed by CAREL, that is not Tool Software or Custom Software;
o) "Custom Software": application software program, macroblock, module, firmware, BIOS, OS, plug-in and any other software, customised by CAREL on the basis of the Technical Specifications, as defined below, provided by the Customer exclusively in writing;
p) "Testing and Validation Period": a period of 30 (thirty) days, commencing after the Beta Version of the Custom Software has been made available to the Customer, which shall be thoroughly tested for the purpose of its validation;
q) "Beta Version Software": a preliminary version of the Custom Software, issued to the Customer with a limited licence to use it for the sole purpose of testing its proper functioning and carrying out its validation, as better described in Article 10 below. Beta Version Software is marked by the specific indication “B”, “BETA”, “prototype”, “RC”, “Release Candidate” as suffix of the software version shown in the information window and in the file name during electronic download (e.g. filename_1.1.01B);
r) "Technical Specifications": a document prepared by the Customer or prepared by CAREL and accepted by the Customer, defining the characteristics to which the Custom Software must conform: control mode, basic and accessory functions, alarm management, customer interface, hardware products involved, number and type of hardware inputs/outputs managed, connectivity with other devices, protocols, systems, etc;
s) "Sublicensee(s)": subject that receives the Software under licence from the Customer, who has in turn received it under licence from CAREL;
t) "Trial Version": Software licensed for use by CAREL with a limited duration and/or functionality, pursuant to paragraph 4.7 below;
u) "Product(s)": the good(s) specified in the Order Confirmation on which the Software is installed. The term means the same in the singular and plural. The sale of Products is not governed by these Conditions of Sale, but by the relevant General Conditions available on the website www.carel.com, to which reference is made in full;
v) "Supervisor(s)": CAREL product belonging to the Supervisor family supplied with Software already installed, by way of example but not limited to: boss and PlantVisorPRO, PlantWatchPRO. The term means the same in the singular and plural.

2. SUBJECT-MATTER

2.1 Subject of the Conditions of Sale.
These Conditions of Sale relate to the sale of Software in the manner specified below. They do not govern the sale of the Products on which the Software is installed, which is the subject of the relevant CAREL’s General Conditions of sales on the website www.carel.com, to which reference is made in full.
2.2 Subject of the Agreement
The subject of the Agreement is the development of Custom Software, carried out on the basis of the Technical Specifications prepared by CAREL, or supplied by the Customer and accepted by the latter, and the licence to use the same.
2.3 Miscellaneous
It should be noted that the activities of installation, final configuration and verification of the proper functioning of the Software are excluded from the subject matter of the Conditions of Sale and the Agreement (if entered into in order to develop Custom Software) and are at the sole expense, risk and responsibility of the Customer and/or the Sub-licensees, if any.

3. EFFECTIVENESS OF THE CONDITIONS OF SALE AND THE AGREEMENT

3.1 The Conditions of Sale are effective, even if accepted in clickwrap mode: 
a) For Tool Software or Standard Software licence, starting from (i) downloading the Software from the website, or otherwise installing it (ii) purchasing a CAREL Product containing Software already installed; (iii) accessing the Tool Software via the web using credentials or an alphanumeric code issued by CAREL;
b) For development and licensing of Custom Software, upon receipt by CAREL of the Order, sent together with a digitally signed copy of the Conditions of Sale and the Agreement.
3.2 The Agreement shall come into effect from the moment the Agreement itself is signed, together with the Conditions of Sale and the Order, duly signed with a handwritten original signature, or with a legally valid digital signature.

4. LICENCES FOR USE

4.1 CAREL may licence the following types of Software to the Customer:

4.2 The licences to use the Software governed by these Conditions of Sale include the rights to: (i) installation and (ii) use of the Software within the limits of the purpose of the Software and/or the Products for which the Software is intended pursuant to paragraph 4.4 below. Instructions and technical documentation for the Tool Software are available within it via the Help function, further documentation is available on request.

4.3 The licence to use the Software is granted exclusively within the limits and under the conditions stipulated in these Conditions of Sale in respect of each type of licence, as set out below.
4.4 CAREL informs the Customer that the Software has been designed for the operation of Products intended for use in the refrigeration, air-conditioning and humidification sectors and in any case only in the market sectors where the CAREL Group is active. It remains understood that the purchase of Products is governed by the CAREL’s General Conditions of Sale available at www.carel.com.

4.5 The Customer shall not acquire any rights other than those set forth in these Conditions of Sale and undertakes to directly inform any Sub-Licensees, if permitted, of the existence of these Conditions of Sale, their availability, the limitations contained therein, and the obligation to fully comply with them, and to have any Sub-Licensees and/or assignees of the Software licence sign these Conditions of Sale.

4.6 The Customer is obliged to diligently - before, during and after each relevant operation (such as, for example, the installation or updating of the Software or fine-tuning operations) - carry out accurate checks and controls on the operation of the Software and keep precise and detailed records of the data collected, in order to prevent or in any case limit the occurrence of any damage to itself and/or third parties.

4.7 If Tool Software Trial Version or Standard Software Trial Version is licensed to the Customer, it shall be deemed to be granted according to the terms and conditions set out in the type "A", "A1", "A2" and "B" licences respectively, except for the duration of the licence and/or for certain functions of the same, which shall be limited.

4.8 Tool Software - Type "A", “A1” and “A2” Licence.

The licence is granted on a non-exclusive, non-transferable and non-sublicensable basis for the duration indicated in the following table:

It should be noted that:

• For types “A1” and “A2” licence, the Customer will receive periodic expiry notices with a renewal deadline. Failure to renew will result in the automatic suspension of the licence with consequent interruption of the operation of the Tool Software, without any liability attributable to CAREL. Limited to c.web, there is no notification system. 
• To use the STone Basic and STone Pro type "A" and "A1" licences, the device must have an active Internet connection, without which CAREL guarantees operation for only 30 days, even if not consecutive. 
• The Tool Software is chosen by the Customer according to its requirements, the computer on which it is to be used and on the basis of the information contained in the technical documentation referred to in paragraph 4.2 above. Therefore, the Customer remains solely and exclusively responsible for the correct identification of its needs and requirements with regard to the chosen computer systems and programs, as well as its own machines, tools, peripherals and computer equipment.
• Type "A" and "A1" licences, in addition to the rights under paragraph 4.2, include the possibility for the Customer to make a single back-up copy of the licensed Tool Software to be kept in case of failure (so-called back-up copy). The Customer undertakes not to remove from the back-up copy the trademarks and copyrights and proprietary rights referred to in Article 6 below. 
• Using the Tool Software may require an 'Activation Key', consisting - by way of example - of an alphanumeric combination, or a file, provided by CAREL upon specific request.

4.9 Standard Software - Type "B" Licence

• Unless otherwise agreed, the type "B" licence is granted on a non-exclusive, transferable and sublicensable basis, subject to paragraph 4.5 above, for an indefinite term and free of charge.
• The Standard Software is chosen by the Customer according to its requirements, the computer on which the Standard Software is to be used and on the basis of the information contained in the technical documentation referred to in paragraph 4.2 above. Therefore, the Customer remains solely and exclusively responsible for the correct identification of its needs and requirements with regard to the computer systems and programs, as well as its own machines, tools, peripherals and computer equipment.

4.10 Custom Software - Type “C” and “D” Licences

• Unless otherwise agreed, the type "C" and "D" licences are considered granted on an exclusive, transferable and sublicensable basis, subject to paragraph 4.5 above, for an indefinite term and charged.
• the Type "C" Licence, in addition to the rights under paragraph 4.2., includes the possibility for the Customer to reproduce an unlimited number of copies of the Software, whereas it does not provide for the release of the source code.
• the Type "D " Licence, in addition to the rights under the Type "C" Licence, includes the possibility for the Customer to obtain the release of parts of or all of the source code of the Software, as well as the modification of the Software itself, for its subsequent adaptation of the Software to its needs. The Customer holding a Type "D" Licence may not communicate and/or transfer the source code of the Software to third parties without prior written authorisation from CAREL.
• Unless otherwise agreed, the licence for the Custom Software shall be understood as type "D".

All the instructions and technical documentation relating to the installation and use of the Custom Software are available on request. 

5. LIMITATIONS TO THE RIGHT OF USE

5.1 In the absence of specific written authorisation from CAREL, and unless mandatory legal provisions stipulate otherwise, the Customer is NOT authorised to:
a)    reverse engineer the software, where this term refers to the possibility of tracing back the source code and all its elements. This limitation also applies to Software for which the Customer holds a Type "D" Licence, limited to those parts of the Software for which the source code has not been provided;
b)    use, limited to type "D" licences, the source code in other non-CAREL Tool Software and/or products.

6. INTELLECTUAL PROPERTY OF THE SOFTWARE

6.1 Unless otherwise agreed in writing with the Customer in relation to the Custom Software, CAREL is the exclusive owner of all intellectual property rights to the licensed and/or developed Software and all the technical documentation, both hard copy and in electronic format, made available to the Customer.
6.2 The intellectual property rights relating to modifications made by the Customer to the Custom Software, where a Type "D" Licence has been granted, are the exclusive property of the Customer limited to the innovative content part thereof. In any event, the Customer shall not acquire any further and/or different rights from those provided for in these Conditions of Sale.
6.3 The Customer recognises and acknowledges that CAREL's Software is protected by Italian and international copyright and intellectual property laws and undertakes not to remove CAREL's trademarks and copyrights and proprietary rights from all copies of the Software Programs, except as provided for in paragraph 6.2 above.
6.4 CAREL accepts no liability for any infringement of the intellectual property rights of other parties by the Customer or any Sub-licensees of the Software by using the Licensed Software.

7. PRIVACY AND CONFIDENTIALITY OBLIGATION

With the exception of modifications to the Custom Software made by the Customer holding a Type "D" Licence solely for the innovative content of the same and unless otherwise agreed in writing with CAREL, -all the techniques, algorithms and processes contained in the Software, in the relative documentation and in the information media are to be kept as trade secrets and confidential and proprietary information belonging to CAREL and may not be used beyond the limits and/or for purposes other than those indicated in these Conditions of Sale. The Customer undertakes for itself and its employees, collaborators and consultants to take all appropriate and necessary measures to guarantee the privacy and confidentiality of the Software, source code and related documentation. The Customer shall also be responsible for communicating this obligation to its Sub-licensees, where permitted.

8. WARRANTIES

8.1 General principles
a.    Software developed and/or licensed free of charge and Trial Version Software are provided “as is”; CAREL makes no warranties of any kind, either express or implied. The intervention on any faults in the Software is at CAREL's discretion, once the nature and extent of the fault has been assessed, taking into account the type of application of the Software and its distribution in the Customer's network
b.    Any Software that has serious faults promptly reported by the Customer within the terms specified below during the warranty period, if repairable on the basis of CAREL's initial checks, shall be corrected exclusively at the latter's premises, unless otherwise agreed between the parties. If the intervention is not possible or not cost-effective, CAREL reserves the right to replace the Software with new software free of charge. CAREL shall in any case not be liable for the incorrect operation of the Software if the Customer has failed to constantly update it. It is specified that, in any case, the purchase of CAREL Products and the related warranties are governed by CAREL’s General Conditions of Sale
c.    CAREL does not provide any warranty for defects in the Software resulting from failure to comply with the instructions contained in the technical documentation referred to in paragraph 4.9 above, or in the event of tampering or improper use or due to incorrect installation, configuration, maintenance, repair, modifications or alterations either by the Customer or by third parties;
d.    Without prejudice to any mandatory legal provision, the Customer hereby waives any and all remedies not contemplated in these Conditions of Sale for the complaint of any faults in the Software.
e.    In the event of faults reported within the warranty period, CAREL shall carry out any appropriate checks and/or work on the Software and make it available within the time required for repair, without prejudice to the powers reserved to it by paragraphs 8.1 (b) and 8.2 (d). If the software has been supplied to the Customer through a reseller, fault reports must be received through the reseller (authorised distributors or subsidiaries).  

8.2 Tool Software

a.    CAREL warrants that the Tool Software substantially complies with the characteristics set out in the relevant technical documentation as per paragraph 4.2;
b.    As a consequence of paragraph 4.4, CAREL does not assume any express guarantee of proper functioning of the Tool Software;
c.   Please refer to the table below for the duration of the Tool Software guarantee or availability, the latter understood as access to the Tool Software and the Customer's data repository: 

d.    In the event of a fault in the Software supplied for payment, occurring during the warranty period, as an alternative to the provision set out in paragraph 8.1 (b) above, CAREL may decide to refund the price paid: 

• in the case of Licence A2, if 98% availability is not reached; 
• in the case of Licences A and A1, if the faults are blocking and do not allow the Customer to use the Software.

e.    The Customer shall notify any faults in the Software in writing within 30 (thirty) days from the date of discovery. The fault must be sufficiently documented and reproducible;

8.3 Standard Software

a.    The Standard Software is provided "as is"; CAREL and its suppliers make no warranties of any kind either expressed or implied;
b.    The resolution of any faults in the Software is at CAREL's discretion, once the nature and extent of the fault has been assessed, taking into account the type of application of the Software and its distribution in the Customer's network.

8.4 Custom Software

a.    CAREL warrants that the Custom Software complies with the Technical Specifications and characteristics indicated in the relevant technical documentation, as set out in paragraph 4.2 above;
b) The warranty lasts 90 (ninety) days from downloading (or in any case from delivery), and refers to the final version of the Software solely in the event of serious faults that are difficult for either CAREL or the Customer to detect during the Testing and Validation Period, referred to in paragraph 10.3 below; 
b.    Should a fault occur in the Custom Software during the warranty period, the Customer shall promptly report it to CAREL, which undertakes to take charge of the report within 5 (five) working days and to release a corrected version of the Custom Software within 15 (fifteen) working days of the report, except for cases in which the fault concerns structural parts (e.g. 1tool application with BIOS or HW bugs, ...) for which the time required for resolution may be longer;
c.    It is the Customer's responsibility, for the duration of the warranty, to keep precise and detailed records of the significant data concerning the operation of the Custom Software, so as to detect and keep track of any faults, and to communicate the same to CAREL, together with any reports of faults, in order to allow CAREL to promptly detect and eliminate any errors in the Custom Software;
d.    Without prejudice to paragraph 8.1 above. (c) The warranty is not recognised in the event of:
i.    tampering with or improper use or modification of the Custom Software and/or source code, for Custom Software with Type "D" Licence;
ii.    malfunctions due to errors or incompleteness of the Technical Specifications;
iii.    malfunctions due to the integration or interaction between the Custom Software or the Product in which the Custom Software is installed and other software, applications, equipment or products not produced or marketed by CAREL.

9. RESPONSIBILITIES

9.1 It is the Customer's responsibility to check and ensure that the Software installed in its units/applications:
fully meets the necessary requirements and performance;
is always updated to the latest version released by CAREL. 
The costs of updating the Software on the Products are the sole responsibility of the Customer.
9.2 CAREL is not liable for malfunctions due to non-compliance of the Customer's hardware and/or product on which the Software is installed.
9.3 Without prejudice to any liability for wilful misconduct and/or gross negligence, CAREL excludes any liability of its own and/or its suppliers, whether contractual or non-contractual, for defects, errors and malfunctions of the Software, and shall not be liable for any direct or indirect damages caused to the Customer or third parties by said defects, errors and malfunctions (by way of non-exclusive example: loss of information or profits, costs, expenses or loss of earnings, etc.). The Customer hereby waives any and all claims for damages, demands or recourse against CAREL, except in cases of wilful misconduct or gross negligence; it is understood that CAREL's overall liability, if any, is in any case limited to the compensation of a sum not exceeding the amount actually paid by the Customer as a fee for developing or licensing the Software.
9.4 The Customer undertakes to indemnify and hold CAREL harmless from and against any liability, claim, legal or administrative action or any other type of demand made by third parties regarding:
a.    the use of the Software and/or the use and/or modification of the source code of the Software;
b.    the improper use or failure of the Software. The Customer assumes all liability for the Technical Specifications communicated to CAREL and any incorrect operation of the Software caused by them or by the Product where the same is installed;
c.  any infringement of others' intellectual property rights by the Customer or any sub-licensees of the Software by using the Licensed Software.
9.5 The Customer is aware that the Software is not designed or created for use in hazardous environments requiring safe performance, such as, but not limited to: applications in nuclear power plants, aircraft guidance or communication systems, air traffic control devices, life-saving, hospital or medical equipment, armaments, or other applications where any problems with the Software could result in death, personal injury, or serious physical or material damage (collectively "High-Risk Activities"). CAREL makes no guarantee of suitability, express or implied, for such High-Risk Activities; the Customer or its sub-licensees shall be solely responsible for using the Software in High-Risk Activities.
9.6 The Customer declares that it is aware that: (i) the operation of the Software may be impaired by adverse factors, including by way of example but not limited to, power fluctuations, malfunctions of hardware-related peripherals, installation errors, malfunctions or failures of control devices, transient failures of electronic systems (hardware and/or software), malfunctions or failures of signalling equipment (faxes, data communications networks, fixed/mobile telephony, relays), unintended misuse, or errors by the Customer or the application designer (any such adverse factors shall henceforth be collectively referred to as "System Failures"), (ii) any application within which a System Failure could create a risk of damage to property and/or personal injury (including risk of bodily injury and death) must not rely solely on electronic monitoring (iii) to avoid damage, injury or death, the Customer must take reasonably prudent steps to protect itself against System Failures, including, without limitation, backup and shutdown mechanisms, (iv) each Customer system is adapted to and differs from the systems on which tests are conducted by CAREL and since the Customer may use the Software by combining it with other products in ways not evaluated or contemplated by CAREL, the Customer is conclusively responsible for verifying and validating compliance of the Software in all cases where the Software is incorporated into a system or application, including, without limitation, the level of procedures and security of such system or application.

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

10.1 CAREL shall proceed with the development of the Custom Software in accordance with the terms agreed in the Agreement and the Technical Specifications, delivering the Beta Version Software to the Customer within the term indicated in the Agreement by making it available in the appropriate section of its website. The download of the Beta Version Software made by the Customer will be recorded by CAREL for traceability purposes.
10.2 If the Customer requests changes to the Technical Specifications in writing during the development of the Custom Software, the term established in the Agreement to release the Beta Version Software shall be extended as communicated by CAREL to the Customer from time to time. If, at CAREL's sole discretion, the requested changes result in an increase in the development costs of the Custom Software, the adjustment of the fees shall be expressly agreed upon in writing.
10.3 Unless otherwise stipulated in the Agreement, the Customer shall have a "Testing and Validation Period" of 30 (thirty) days from the time the Beta Version Software is made available by CAREL. During this period, the Customer shall be responsible for thoroughly testing the Custom Software, in order to verify that the same:
a.    is fully compliant with the Technical Specifications, or otherwise meets its requirements;
b.    is free of faults, errors and/or malfunctions and is specifically suitable for the use the Customer intends to make of it.
It is understood that CAREL shall have no liability for any damage resulting from the operation or failure of the Software during the Testing and Validation Period that may be complained of by the Customer.
10.4 Any errors, anomalies and/or malfunctions discovered during the aforementioned testing and verification activities must be promptly reported to CAREL. During the Testing and Validation Period, CAREL shall provide technical support by telephone/email regarding the Custom Software installation procedures and basic operations, and so that the Customer can report any errors, anomalies and/or malfunctions.
10.5 It is the Customer's responsibility to keep precise and detailed records of the results of the tests and checks carried out during the Testing and Validation Period and to communicate these to CAREL, together with any reports of malfunctions, in order to allow CAREL to promptly detect and eliminate any errors in the Custom Software.
CAREL undertakes to take charge of the report within 5 (five) working days and to release a subsequent corrected version of the Beta Version Software within 15 (fifteen) working days of the malfunction report; once the Customer has received the new Beta Version Software, the 30 (thirty) day Testing and Validation Period shall commence from that time, limited solely to the part subject to correction.
Upon the expiry of the Testing and Validation Period in the absence of reports or in the absence of further reports, the Custom Software shall be deemed accepted and validated, and if a fee was agreed in the Agreement in favour of CAREL for the error correction service, the Customer shall pay said fee.
It is understood that the Customer shall always have the right to accept and validate the Software before the expiry of the Testing and Validation Period by sending a written notice.
By accepting and validating the Custom Software, either expressly or tacitly, the Customer certifies that it has duly verified that the Custom Software is fully compliant with the Technical Specifications, free of faults, errors and malfunctions, and suitable for the intended use.
10.6 Following the validation of the Software, CAREL shall deliver the final version of the Custom Software to the Customer by making it available in the appropriate section of its website. The download of the Custom Software made by the Customer shall be recorded by CAREL for traceability purposes and shall have the effect of licensing the Custom Software to the Customer under a Type "C" or "D" licence in accordance with the terms of the Agreement.
As an alternative to downloading, it shall be possible to have recourse to a different delivery method of the Beta Version Software and the Custom Software, subject to previously signing these Conditions of Sale.

11. FEES

11.1 The fees and the terms and methods of payment for the Software are set forth in the Offer and incorporated in the Order issued after signing the Conditions of Sale and, when required, the Agreement.
11.2 It is specified that if the Software is contained within Products sold by CAREL, the fees and the terms and conditions of payment are understood to be governed by the CAREL’s General Conditions of Sale that regulate the terms and conditions of purchase of the Products.

12. TECHNICAL SUPPORT

12.1 CAREL shall provide the Customer, at no additional cost, with technical support limited to support and assistance in Software installation procedures and basic operations and troubleshooting, excluding those relating to customisation. They, as well as any other support activities, will be provided against payment, subject to preparing an appropriate Offer.
12.2 Technical support is provided exclusively by telephone and/or e-mail. Telephone numbers and e-mail addresses can be found at www.carel.com.
12.3 If the technical support activity requires access to the infrastructure where the Software is installed, the Customer shall allow CAREL’s personnel to carry out the appropriate on-site checks.
12.4 Technical support, in the manner set forth in paragraph 12.1, may be used by the Customer limited to the warranty period with the exception of the case in which the Software is installed on a Supervisor: in this case, technical support is guaranteed for a maximum of 5 years from the production date of the Supervisor on which the Software is installed.

13. IMPROVEMENTS AND UPDATES

13.1 Improvements and updates of the licensed Software version, when and if available, shall be provided at a separate cost, if any. In any case, the provision of such improvements and updates shall not give rise to an extension of the warranty period relating to the Software licensed for use by the Customer.

14. COMPLIANCE WITH EXPORT CONTROL REGULATIONS AND ECONOMIC SANCTIONS

14.1 The sale of the Products and basic technology may be subject to controls on exports according to local standards and laws. Such controls may be carried out by the various authorities of each country in which the Products are to be sold. The Customer is also liable for the payment of duties in the country of destination up to the final customer.
14.2 CAREL undertakes to provide the Customer with all information and assistance that may reasonably be required by the other party in order to obtain the authorizations and licenses required by local laws in relation to the Products to be exported. The Customer shall also take all the necessary measures to obtain the required documents in a timely manner.
14.3 The export, sale or transfer of the Products to certain parties or to certain destinations/end uses may be subject to restrictions or prohibitions under United Nations (UN), European Union (EU), Italian, United States of America (USA), United Kingdom (UK) standards or any other applicable legislation on export control and/or international economic sanctions, in respect of all the jurisdictions in which CAREL operates, with or through companies belonging to its group of companies. 
14.4 The Customer undertakes not to export, resell or transfer, directly or indirectly, the Products to natural or legal persons, entities or bodies subject to restrictive measures, included in the United Nations Security Council Sanctions Consolidated List, the European Union List of Persons, Groups and Entities subject to EU Financial Sanctions, the Specially Designated Nationals and Blocked Persons List drawn up by the Office of Foreign Assets Control (OFAC), the Consolidated List of Financial Sanctions Targets in the UK of the United Kingdom and/or any other designation list applicable in all the jurisdictions in which CAREL operates with or through companies belonging to its group of companies, and/or entities owned or controlled by persons or entities on such lists, or for uses prohibited under EU/Italian, UN, US, UK or any other applicable export control and/or international economic sanctions standards in all the jurisdictions in which CAREL operates with or through companies belonging to its group of companies.
14.5 The Customer releases CAREL from any liability and agrees to indemnify CAREL for any damages, direct and indirect, that may arise from any breach of United Nations, European Union, Italian, United States, United Kingdom provisions or any other applicable standards on export control and international economic sanctions in all the jurisdictions in which CAREL operates with or through companies belonging to its group of companies, in relation to the Products and the possible sale or transfer thereof to sub-buyers or end users.
14.6 The Customer also undertakes to pass on the provisions of this clause to its sub-buyers, if any, by requiring them to observe all the relevant export control and international economic sanctions obligations under this clause.
14.7 If the fulfilment of CAREL existing obligations is prevented, aggravated or made excessively onerous due to the occurrence of one or more of the following events (hereinafter the “Exemption Events”):
i.  any change in UN, EU, Italian, USA or UK standards, or any other standards applicable in any of the jurisdictions in which CAREL operates with or through its group companies, including the adoption of restrictive measures or international economic sanctions that impact CAREL obligations;
ii. any change, extension or revision or any other change in the interpretation, by any court or administrative authority, of the laws in force at the date of execution of these General Conditions;
iii. the failure by any competent authority to issue authorisations for the sale, transfer or export of the Products, where required by UN, EU, Italian, USA or UK standards or any other standards applicable in all the jurisdictions in which CAREL operates, with or through companies belonging to its group of companies; 
iv. any other event, whether or not similar to the above, outside the control of the party against which the relevant dispute may be brought.
CAREL shall notify the Customer in writing of said event and shall consult the Customer in order to identify all the useful actions to ensure the proper and punctual performance of the existing obligations within a consultation period of 180 days (“Consultation Period”).
14.8 The performance of the respective obligations shall be deemed suspended during the Consultation Period. If the Exemption Event lasts for more than 180 (one hundred and eighty) days, CAREL shall be entitled to terminate the supply immediately, after notifying the Customer in writing.

15. TERMINATION

15.1 CAREL reserves the right to terminate the Conditions of Sale and/or the Agreement pursuant to and for the purposes of Article 1456 of the Italian Civil Code, without prejudice to compensation for any damages, in the event of non-fulfilment by the Customer of one of the obligations set out in the following provisions:

• paragraph 4.10, third point, concerning the prohibition of disclosure and/or transfer to third parties of the source code delivered in whole or in part to the Customer;
• Article 5 concerning the limitation of the right to use the Software;
• Article 7 concerning the confidentiality obligation;
• paragraphs 10.5 and 11.1. concerning the payment of fees to develop and/or license the Software.

15.2 In the event of termination of the Conditions of Sale and/or the Agreement, and in any case in the event of termination of the same, the Customer undertakes to immediately cease, and to cause third-party users or sub-licensees to cease, using the Software, and to destroy and/or delete the licensed copy and any further copies in its possession, whether modified or not, regardless of the material medium used or the computer or product on which it is installed.

16. APPLICABLE LAW AND JURISDICTION

16.1 These Conditions of Sale and the Agreement are governed by Italian law. The application of the United Nations Convention on Contracts for the International Sale of Goods, adopted in Vienna on 11 April 1980, is expressly excluded.
16.2 Notwithstanding any different regulations or international conventions, any dispute arising between the parties with regard to the present Conditions of Sale and/or the Agreement shall fall under the exclusive jurisdiction of the Court of Padua.

17. LANGUAGE

17.1 These Conditions of Sale, the Agreement, the Offer and the Order are drawn up in Italian; if they are also translated into English, in the event of any discrepancy or inconsistency between the Italian and English text, the Italian version shall prevail.

18. PRIVACY AND GDPR

The terms “processing”, “Data Controller” and “Personal Data” shall have the meaning defined in EU Regulation no. 679/2016 of the European Parliament and Council of 27 April 2016 relating to the protection of natural persons with respect to the processing of their personal data, as well as the free circulation of such data (hereinafter also referred to as the “Regulation”).
With respect to processing CAREL Personal Data, Customer shall act as Data Controller for purposes of carrying out the services contemplated under the instant Agreement, and shall be solely liable with respect to such Personal Data processing.
The Customer warrants that it shall process CAREL Data in accordance with the duties arising from applicable law (including the Regulation) regarding data protection, and shall contemplate implementing appropriate technical and organisational measures aimed at protecting CAREL Data from any unlawful or unauthorised processing, as well as from any accidental loss, destruction, damage, alteration, or disclosure.
For purposes of Customer data processing, the Customer agrees to review the Supplier/Customer Privacy Policy available online through Company’s website, at www.carel.com

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

The Customer undertakes to review the Code of Ethics, the Organizational and Management Model pursuant to Legislative Decree no. 231/01 and CAREL’s Anti-Corruption Procedure, available online on www.carel.com, and further undertakes, in accordance with Art. 1381 of the Civil Code, to comply, and have all senior management and other employees comply, with the standards and tenets set forth in CAREL’s Code of Ethics, and to behave in a manner conforming to the Organisational and Management Model promulgated under Legislative Decree no. 231/01, as well as any to other procedures germane to these Conditions of Sale, and in a manner that avoids CAREL's running the risk of sanctions under Legislative Decree no. 231/2001. 
Breach of the rules contemplated under the foregoing documents shall represent a material breach of the Agreement.
The Customer shall hold CAREL harmless of any sanctions or damages arising to the latter as a consequence of the breach of the rules envisaged in the aforementioned documents by the Customer or its senior management or other staff.

20. MISCELLANEOUS

20.1 If any clause of these Conditions of Sale, the Agreement and/or the Order is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity of the other agreements set forth herein, which shall remain effective and enforceable.
20.2 In the event of any discrepancy between the provisions of the Conditions of Sale, the Agreement (if any) and the Order, the provisions of the Order shall prevail over those of the Agreement, which shall in turn prevail over those of the Conditions of Sale.

April 2024, rel. 7
General conditions for developing and licensing software for use valid as of 01.04.2024

Previous releases

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

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

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

DOWNLOAD THE CODE OF CONDUCT FOR SUPPLIERS

GENERAL PURCHASING CONDITIONS

1. DEFINITIONS

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

2. PURPOSE OF THE GENERAL CONDITIONS

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

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

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

3. PURCHASING PROCEDURE

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

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

4. FEES, INVOICING, AND PAYMENT TERMS

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

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

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

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

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

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

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

5. DELIVERY TERMS AND TRANSFER OF OWNERSHIP AND RISK

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

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

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

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

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

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

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

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

6. CONTRACT TERM AND WITHDRAWAL

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

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

7. TERMINATION OF CONTRACT AND EXPRESS TERMINATION CLAUSE

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

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

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

8. THE SUPPLIER’S REQUIREMENTS

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

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

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

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

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

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

10. INTELLECTUAL PROPERTY RIGHTS

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

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

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

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

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

11. THE SUPPLIER’S DUTIES

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

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

12. CONFIDENTIALITY OF INFORMATION

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

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

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

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

13. INSURANCE

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

14. USE OF TRADEMARKS AND DISTINCTIVE SIGNS

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

15. CHANGES TO PRODUCTS AT SUPPLIER’S REQUEST

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

16. FORCE MAJEURE

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

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

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

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

17. PRIVACY AND GDPR

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

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

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

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

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

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

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

19. FINAL PROVISIONS

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

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

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

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

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

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

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

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

20. GOVERNING LAW AND JURISDICTION

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

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

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

GENERAL CONTRACTUAL CONDITIONS

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

September 2021, Rel.1.0

Purchasing Conditions valid as of 01.09.2021