GENERAL TERMS AND CONDITIONS APPLICABLE TO SUPPLY AND COMMISSIONING OF COROB’S PRODUCTS

These General Terms and Conditions are applicable to the supply and commissioning of Products sell by COROB or COROB’s affiliated companies and have to be considered as an integral part of the offer, order confirmation and deliveries made by COROB in connection thereto (the “General Terms and Conditions” or “T&C”).

2. DEFINITIONS

In these General Terms and Conditions the following terms shall have the meanings hereunder assigned to them:

• Buyer: the corporate body of purchaser, which shall include the principal of Buyer if Buyer is acting on behalf of other entity, purchasing the Product and/or Services from Seller, as well as successors and assigns;
• Seller: the legal entity, which provides the Product and or other Services, as specified in the Contract, as well as his successors and assigns.
• Party/Parties: either Buyer or Seller, or both together, depending upon the context;
• Contract or Contract Documents means only those documents expressly made part of the Contract by the Parties, which may include Seller’s quotation, Binding Offer, this T&C, technical specifications, purchase order (P.O.), P.O. acknowledgement, letter of award or other attachments, and excludes any other terms and conditions or documents, whether printed on P.O. form or otherwise. All P.O.s are subject to Seller’s written acceptance. All Contract changes must be agreed to in writing by both Parties. Any Seller quotation is subject to, and shall be binding upon Seller only if, and to the extent, (i) Seller receives a P.O. based on Seller’s quotation and (ii) Seller accepts such P.O. in writing. In case of any contradictions between the Contract Documents, the conditions of this T&C shall prevail.
• Product: machineries, systems, components, spare parts, apparatus, materials, documentation, hardware and software and other products as expressly agreed to be supplied by the Seller to Buyer under the Agreement.
• Binding Offer: the offer submitted by the Seller, accepted in writing by the Buyer and confirmed by the Seller with order confirmation.
• Technical Specification Freeze: The Parties involved decide not to add any new requirement, specification, or feature to the technical specification of the Product.
• Site: the place where the Product is to be installed, including as much of the surrounding area as is necessary for unloading, storage and internal transport of the Product and installation equipment.
• Services: on-site work, installation of the Product, training, start-up assistance, testing and any other service to be carried out by Seller under the Contract.
• Start-Up: the earlier of a) the time at which the Product is at first time able to commence production with saleable product; or b) the time at which the Product is at first time able to operate (as specified in the Contract).

3. SUBJECT OF THE CONTRACT

Notwithstanding any contrary provisions, even if contained within any of the Buyer’s general conditions, these T&C apply to all contracts stipulated in Italy and/or abroad by the company COROB S.p.A., with headquarter in San Felice s/P (MO) Italy, Via Dell’Agricoltura 103 (hereinafter COROB or the Seller as the case may be) in relation to the Product manufactured and/or marketed by Seller (hereinafter the Product).

4. CONCLUSION

The sale shall be considered complete once COROB sends its Binding Offer to the Buyer. Any cancellations or modifications by the Buyer will not take effect unless previously authorized and subsequently accepted in writing by the Seller.
Unless otherwise agreed in writing, should Buyer cancel any Contract or Contract Documentations for the Product, Buyer shall be liable for the costs of all work done and materials purchased or provided up to the time of cancellation plus a charge for overheads and loss of profit.

5. SUPPLY

The supply includes only what is specified in writing in the Binding Offer or in the Contract Documentations, including any update thereof. What is not technically defined in the Binding Offer or in the Contract Documents will be delivered as per Seller’s standards. Parties shall establish an engineering freeze point in writing. Any change in the specifications agreed for the Product (layout, distances, products and consumables data, safety requirements, etc.) give the right to Seller to evaluate its cost implications and shall be invoiced additionally.

6. PRICES

Unless otherwise agreed, prices are meant Ex Works COROB’s premises

• San Felice s/P (MO), Italy;
• Nandigram, India;

according to Incoterms® 2020.
Prices quoted by Seller remain valid for 60 (sixty) days, unless otherwise stated in the Binding Offer. All prices are in Euro- unless otherwise indicated- excluding any taxes, such as VAT or customs duties.

7. DUTIES AND TAXES

Price does not include any taxes, legalization fees, local duties or any legal cost borne from the nature of the operation.

8. TERMS OF PAYMENT

Unless otherwise agreed in writing, the terms of payment for the Product are 30 days net after date on invoice in Europe or irrevocable and confirmed L/C outside Europe. Other terms of payment to be agreed on with the Sales Manager in charge.
Unless otherwise agreed in writing, all invoices are due within 30 days from date of respective invoice. All overdue invoice shall bear interest at the rate of 1.5% per month, or the maximum amount permitted by applicable law (which one is less), accruing from the due date until paid in full.
The payment of the Product is made to COROB using the form expressly specified in the order confirmation.

9. DELIVERY OF THE PRODUCT

Delivery term shall be a specified Incoterms® 2020 term, as set forth in the Contract, and/or in Binding offer, and/or in Order confirmation, and/or in the invoice. If no Delivery Term is defined, Ex Works, Incoterms® 2020, will be applicable.
Delivery date(s) shall be specified in in the Contract, and/or in Binding Offer, and/or in Order Confirmation, and/or in the invoice. Should Buyer fail to provide all technical data essential to the completion of the order and the technical specification freeze, the delivery date shall be adjusted accordingly.
Once confirmed, delivery date shall be affected in case of total or partial impediments to the production resulting from force majeure or other impediments that are beyond the control of the Supplier.
If Seller defers shipment at Buyer’s request, Buyer shall indemnify Seller against all additional costs incurred by Seller thereby, such as demurrage, handling, storage, and insurance. Transfer to storage at Buyer’s request or upon Buyer’s delay shall be considered shipment for all purposes, including invoicing and payment. Buyer shall bear risk of loss or damage during storage.

10. PREPARATORY WORK AND WORKING CONDITIONS

Buyer shall in good time undertake preparatory work following Seller’s instructions, to ensure that the conditions necessary for installation of the Product and for the correct performance of the Services are fulfilled.

11. INSTALLATION AND SITE ACCEPTANCE TEST

Buyer shall be responsible for obtaining all licenses and permits as required for the installation of the Product, including right to use Product, building permits and environmental permits.
Any delay, inconveniences, damages and faults occurring during the installation of the equipment at Buyer’s Site will in no case be imputable to Seller, if the employers and personnel carrying out these operations are appointed and proposed by the Buyer. The supervision to the installation operations by Seller technicians shall not involve any responsibility of Seller itself for damages and/or delays in the installation. Therefore, Seller shall not be considered responsible for damages caused by the personnel appointed by the Buyer, nor will Seller be responsible for any delay.
At the start-up of the Product the Buyer commits itself to make available the Product to Seller to perform the acceptance test according to the parameters indicated in the technical specifications.
When the installation is in charge of the Buyer, the Product is considered as accepted after one week from the first Start-up. If the Buyer uses the Product for production even in lack of the above mentioned acceptance test, the Product is considered as automatically accepted.
All the costs incurred by the Seller due to delays attributable to the Buyer during the installation of the Product and Site Acceptance Test (such as extra travel costs, food and lodging costs for Seller’s personnel) shall be borne by the Buyer.
Once the Start-up of the Product has occurred and the Product has been tested with positive result and in accordance to the technical specifications and the contract conditions, Seller will have fulfilled all its obligations, apart from its warranty obligations which will remain in force as specified under items 16 and 17 of these General Terms and Conditions.
The prices do not include installation of the Equipment that can be offered by your regional COROB customer service units according to applicable local tariffs.

12. TRANSFER OF RISK

The risk of loss or damage related to the Product passes at the exit from Seller’s premises.

13. TRANSFER OF TITLE

The title of the Product remains with COROB until the Product is delivered to the Buyer. However, title to Software programs shall at all times remain with Seller according to Seller’s software licensing terms. Buyer agrees to execute Seller’s software license and non-disclosure contract upon request.

14. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

Drawings, illustrations or other documents sent to Buyer are the property of Seller. Seller shall retain all right, title and interest in and to, and possession of, any know-how, technical information, drawings, specifications or documents, ideas, concepts, methods, processes, techniques and inventions developed or created by or on behalf of Seller and supplied by Seller under any Contract. All such information shall be kept confidential by Buyer and shall not be disclosed to any third party unless and until the same is or becomes public knowledge nor shall any such information be used by Buyer for any purpose other than for the purpose of using the Product without Seller’s prior written consent.
Seller’s trademarks, names, and those of its associated companies shall not be used otherwise than as applied by Seller to the Product.

15. CLASSIFICATION OF HAZARDOUS AREAS (ZONING)

Buyer shall provide at its own cost and care a report concerning the classification of hazardous areas of the Site according to which the Product shall be designed and developed. Therefore, Seller shall not be considered liable for damages caused by modifications to the original installation of the Product not performed by Seller itself. Should Buyer fail to provide any information about the hazardous areas or products, Seller shall consider all the areas as safe (without any hazardous risk).

16. WARRANTY

Seller warrants that Product shall be free from defects in design, engineering, materials and workmanship under normal use, maintenance, service and handling for a period of 12 (twelve) months from start-up of Product, however not later than 18 (eighteen) months from the delivery at Seller’s Site. Only if expressly provided in the Contract, shorter Warranty Period may apply in specific cases or for specific materials or equipment (as warranted by sub-vendors of such materials and equipment).
The Warranty covers gratuitous spare parts (delivered Ex Works, Incoterms® 2020) to substitute defected parts, to the extent, however, that the defect in the part(s) is recognized as such by the Seller. Buyer undertakes to ensure that the defective or damaged parts are sent back to the Seller.
The warranty period on the replaced parts will last 12 (twelve) months from the date of the replacement. All parts of Equipment replaced in connection with warranty replacements shall become the property of Seller. Possible import taxes or customs duties for the replacement parts are at Buyer’s charge.
Warranty shall not apply to and Seller shall not be liable for:

(i) consumables or parts having a life expectancy shorter than the Warranty Period;

(ii) ordinary wear and tear;

(iii) defects, damages, losses or costs (a) resulting from improper or incomplete, use, handling, storage, operation, maintenance or other use of the Product by Buyer or third parties, or (b) caused by non-compliance with Seller’s manuals or instructions, or (c) caused by inaccurate or erroneous installation not performed by the Seller;

(iv) modifications to the Product made by Buyer or third parties without a prior written consent of Seller, or

(v) any other acts or omissions, including without limitation repairs, of Buyer or third parties.

Should Buyer request intervention for the repair of the Product, travel, accommodation, and man-hour costs will be charged to Buyer as to applicable service tariffs.

17. SOFTWARE WARRANTY

The warranty on Software is valid as of the date of delivery to Buyer and for a period of 90 (ninety) days thereafter. Supplier warrants that the Software shall be free from defects in material and workmanship and that the Software shall operate substantially in accordance with the functional specifications.
If, during the warranty period, a defect appears in the Software, Supplier may withdraw the Software materials for correction or replacement, on condition that the computer used to run the Software is either purchased from or approved by Supplier.
Any use, update or modification made to software not supplied by Supplier but which interface with the Software (including, but not limited to, operating system; ERP; antivirus or similar; management and operation software etc.) and which might impair the functionality of the Software, shall be undertaken at Buyer’s sole risk.
In no event Supplier shall be liable for any indirect, incidental or consequential damages or for any damages whatsoever (including, but not limited to, damages for loss of business profits, business interruption, loss of business information, personal injury, loss of privacy or other pecuniary or other loss whatsoever) arising out of use or inability to use the Software.

18. INDEMNIFICATION AND HOLD HARMLESS

Subject to limitations of Article 19, Seller and Buyer agree to indemnify, defend and hold harmless each other and their respective directors, officers, employees, agents and sureties from any and all liability, including reasonable attorney fees, for the injury or death of any person and/or damage to any property to the extent caused by any act or omission by the indemnifying Party, its directors, officers, employees, agents or sureties.

19. LIMITATIONS OF LIABILITY

Notwithstanding anything else to the contrary contained in the Contract, Seller’s liability to Buyer shall not exceed Buyer’s direct damages, and in such case only to the extent caused by Seller’s negligent acts or omissions. Seller shall not assume any liability for compliance of safety or environmental regulations beyond its scope of supply or work. Seller shall in no event or circumstance be liable for any indirect, incidental, special, consequential or punitive damages, costs or losses whatsoever, including, but not limited to:

• loss of revenue, profit, use or production;
• downtime or plant shut-downs;
• raw material, energy, utility, labor or capital losses or costs, or for
• claims raised by buyer’s customers,

whether based on breach of contract or warranty, contract termination, negligence, tort, strict liability, indemnity, at law or in equity, or otherwise.
In addition, Seller’s maximum total monetary liability under the Contract shall not exceed an amount equal to 2% of the price.

20. FORCE MAJEURE

“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 the 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.

In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions (a) and (b) under paragraph 1 of this Clause, and the Affected Party only needs to prove that condition (c) of the previous paragraph is satisfied:

a) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilization;

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 governmental order, expropriation, seizure of works, requisition, nationalization;

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 labor disturbance such as boycott, strike and lock‐out, go‐slow, occupation of factories and premises.

The Affected Party shall give notice of the event without delay to the other party.
A party successfully invoking this Clause is relieved from its duty to perform its obligations under the Contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party.
The other party may suspend the performance of its obligations, if applicable, from the date of the notice.
Where the effect of the impediment or event invoked is temporary, the consequences set out above shall apply only as long as the impediment invoked prevents performance by the Affected Party of its contractual obligations. The Affected Party must notify the other party as soon as the impediment ceases to impede performance of its contractual obligations. The Affected Party is under an obligation to take all reasonable measures to limit the effect of the event invoked upon performance of the contract.
Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party.
Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.

21. TERMS AND FORMALITIES FOR THE COMPLAINT

The complaint for mechanical or operational defects shall be sent within 10 (ten) days from the occurrence of the defect by means of record delivery letter, mail or fax message addressed to Seller at claimnotification@corob.com.

22. TERMINATION OF THE CONTRACT

Without prejudice to any claims available in the circumstances, the Party not in breach is entitled to terminate the Contract by written notice to the other Party:

(i) upon bankruptcy, insolvency, wind-up, trustee appointment, or similar proceeding, or in case of dissolution of the other Party;

(ii) upon an event or circumstance described in Article 20, which affects contractual performance more than 120 days;

(iii) upon failure by Buyer to pay any amount owing to Seller within 30 (thirty) days from its due date; or

(iv) upon any other material breach of the Contract by the other Party, which failure has not been rectified within reasonable time from the receipt of a written notice thereof from the Party not in breach.

If the Contract is terminated or suspended by Buyer for convenience (without cause), which shall not take place after the first scheduled shipment of the Product, Buyer shall reimburse Seller, in a form of down and progress payments already effected and additional termination reimbursement payment, for all costs incurred up to termination, all costs incurred due to cancellation of sub-contracts, and for such Seller’s reasonable overhead and profit allocation as negotiated by the Parties. If the Contract is terminated by Buyer for cause, Seller’s maximum liability shall in no event exceed the total amount indicated at Article 19 above, which total amount Seller shall refund subject to the condition that Product already delivered shall first be returned to Seller.

23. APPLICABLE LAW AND PLACE OF VENUE

This Agreement shall be governed by the laws of Italy. Any dispute arising between the Parties in connection with the interpretation, validity or performance of the present General Terms and Conditions and of the Contract, which the Parties are not able to settle amicably within 3 (three) months from the first written request of such settlement, shall be exclusively settle before the Court of Modena, Italy.

24. DATA PROTECTION

Each party shall respect the applicable privacy laws. Seller is entitled within the implementation of this Contract to process Buyer’s personal data and data related to and stored in the Product, by mean of electronic connecting devices. Buyer agrees that Seller may transfer such data in Seller’s country or abroad in order to implement this Contract, to provide services to the Buyer and to develop its offering of products and services. Any use or interpretation of the Product’s data which are processed directly and independently by the Buyer or any third party do not create any responsibility of the Seller.

25. VALIDITY OF THE GENERAL TERMS AND CONDITIONS

Particular conditions as accepted by Buyer and confirmed by Seller in the Binding Offer or in the Contract prevail over the General Terms and Conditions. However, General Terms and Conditions of sale apply to all matters not otherwise specified in the preceding sections of this document. The undersigned Buyer expressly declares to fully accept all the above Terms and Conditions.