Cree Lighting Europe – General Sales Terms and Conditions
Latest review: 30.09.2020
1. Applicability of the Terms.
1.1 Unless otherwise specifically agreed to in writing by Cree Lighting Europe Srl (Seller), these General Sales Terms and Conditions (GSTCs) shall apply to all orders placed by Buyer for products or services of Seller.
1.2 These GSTCs supersede all prior releases, negotiations, proposals, agreements and understandings between the parties, whether oral or written.
1.3 Buyer shall not assign or transfer any rights or claims under these GSTCs without the prior written consent of Seller.
2. Orders and Prices.
2.1 Seller’s acceptance of all orders is subject to Buyer’s acceptance to these GSTCs. Any of Buyer’s terms and conditions which are different from or in addition to those contained in these GSTCs shall be of no effect unless specifically agreed to in writing by Seller.
2.2 Seller reserve the right to accept or refuse any order by Buyer.
2.3 The minimum acceptable order value is €300 net.
2.4 Lead times communicated by Seller are estimates only and do not give rise to any further commitment from Seller.
2.5 Any quotation from Seller is valid for 30 days unless otherwise agreed to by Seller in writing.
2.6 Applicable prices are the ones stated in Seller’s order acknowledgment and specifically override any prices referenced in Buyer’s purchase order.
2.7 Unless otherwise specified, the prices stated in the seller’s quotations and/or order acknowledgments are in Euros and do not include transportation, insurance or any sales, use, excise or other taxes, duties, fees, or assessments imposed by any jurisdiction.
2.8 Orders may not be cancelled or modified, either in whole or part, without Seller’s express written consent. All cancelled orders are subject to a cancellation charge to be determined at Seller’s discretion, on the basis of the costs already incurred for the order at the moment of cancellation.
2.9 All prices and other terms are subject to correction for typographical or clerical errors.
3. Terms of payment
3.1 All payments must be executed according to currency set in invoice. Buyer shall pay for products as specified in invoice terms (or order acknowledgment terms in case this act as proforma). Unless otherwise specified by the Seller, there are no discounts for early payments. Seller reserves the right to change the amount of or withdraw any credit extended to Buyer.
3.2 Amounts not paid when due shall be subject to interest at the rate of one and one-half percent (1.5%) per month or, if less, the maximum rate permitted by law.
3.3 In the event of the bankruptcy or insolvency of Buyer, or the filing of any proceeding by or against Buyer under any bankruptcy, insolvency or receivership law, or in the event Buyer makes an assignment for the benefit of creditors, Seller may, at its election and without prejudice to any other right or remedy, exercise all rights and remedies granted to Seller by the Law as in the case of a default by Buyer under these GSTCs.
4. Delivery and Title of goods
4.1 Unless otherwise confirmed in writing by Seller, products shall be shipped Ex Works (Incoterms 2000) to the location designated by Buyer (subject to article “Export control”), and all transportation charges and expenses shall be paid by Buyer, including the cost of any insurance, and any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction.
4.2 Seller reserves the right to ship products free domicile. In such case, unless differently advised by Seller, orders with a net value of less than €1,500 shipping to Italy will be charged a shipping and handling fee of 5% of the order value, or €18,08 whichever is greater, shipping to United
Kingdom, Ireland, and Spain (islands excluded) with a net value of less than €3,000 will be charged a shipping and handling fee of 5% of the order value, or €50 whichever is greater.
4.3 Title, risk of loss and/or damage to products shall pass to Buyer upon delivery of the products to the transportation company at the shipping point in case of ex works shipments, and upon proof of delivery in case of free domicile shipments.
4.4 In case of ex works shipments and after 2 weeks from Seller informing Buyer in writing of products readiness, the Seller reserves the right to charge to Buyer a deposit fee of €6 or higher per skid per each week of delay in collecting the goods.
4.5 Distributors are not authorized to sell or ship any products purchased under theses GSTCs outside of the country to which the products were initially shipped by Seller without prior written approval of Seller.
4.6 All products must be inspected upon receipt and claims filed by Buyer with the transportation company when there is evidence of shipping damage, either concealed or external.
4.7 It is a Buyer’s responsibility to inspect the goods upon delivery and before installation, and report any error or defect to Seller, in writing, within eight (8) days of said delivery. Should the Customer fail to do so, all parties will conclude that the goods have been accepted.
5. Intellectual property rights
5.1 The sale of products or provision of services hereunder does not convey any express or implied license under any patent, copyright, trademark, or other proprietary rights owned or controlled by Seller, whether relating to the products sold, service provided, or any manufacturing process or other matter. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Seller. Furthermore, Buyer agrees not to infringe, directly or indirectly, any patents of Seller with any combination or system incorporating a product sold under these GSTCs.
5.2 Seller will defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that the design or manufacture of products furnished under these GSTCs which were manufactured solely to Seller’s designs and specifications infringe any U.S. or European patent issued as of the date of shipment, provided Seller is promptly notified in writing of such suit or proceeding and is given full authority, information, and assistance by Buyer for such defense. Seller will pay all damages and costs based on such claim of infringement which are finally awarded against Buyer in any such suit or proceeding or paid by way of settlement, but Seller shall have no liability whatsoever with respect to any settlement made by Buyer without Seller’s prior written consent, which Seller may withhold in its sole discretion. If such products are held to infringe any U.S. or European patent and their use or sale is enjoined, or if in the opinion of Seller such products are likely to become the subject of such a claim of infringement, Seller may, in its sole discretion and at its own expense, either procure a license which will protect Buyer against such claim without cost to Buyer, replace such products with non-infringing products, or require return of such products and refund an equitable portion of the price paid by Buyer to Seller for such products.
5.3 The foregoing states Seller’s sole liability for any claim based upon or related to any alleged infringement of any patent or other intellectual property rights. Seller shall have no liability for any claim of infringement or damages based on a combination of products furnished under these GSTCs with products, equipment or materials not furnished hereunder, or based upon any items made with the products furnished under GSTCs.
5.4 Buyer shall defend and hold Seller harmless against any expense, loss, costs, or damages resulting from any claimed infringement of patents, trademarks or other intellectual property rights arising out of compliance by Seller with Buyer’s designs, specifications, or instructions.
5.5 Seller grants Buyer a limited, non-exclusive non-transferable license to use the trade names and trademarks of Seller and its affiliates available upon request to Seller, solely for the promotion and sale of products in accordance with these GSTCs and solely in compliance with Seller’s Trademark Usage Guidelines, as amended from time to time, of which a current copy can be obtained from the Seller web page.
5.6 Seller reserves the right to publicize that Buyer has purchased products from Seller.
6. Limited commercial warranty
6.1 Seller shall provide to the original purchaser a limited warranty for each of Seller’s commercial grade products provided under these GSTCs. The terms, limitations, and exclusions for the limited warranty for each product are available at https://www.creelighting-europe.com/en/resources/warranty/
6.2 Seller reserves the right to modify its limited warranty at any time in its sole discretion.
7. Limitation of liability
7.1 Seller’s aggregate liability in damages or otherwise shall in no event exceed the amount, if any, received by seller from buyer for the purchases of products and services under these GSTCs. In no event shall Seller be liable for incidental, consequential or special loss or damages of any kind, however caused, or any punitive, exemplary, or other damages.
7.2 No action, regardless of form, arising out of or in any way connected with this agreement or products or services furnished by Seller may be brought by Buyer more than one (1) year after the cause of action accrued.
8. Applicable laws and Court
8.1 These GSTCs are governed exclusively by the laws of Italy.
8.2 All disputes arising from or related to these GSTCs will be determined exclusively by the Court of Florence, Italy.
9. Export control
9.1 Seller’s export of the products, and any technical information related thereto, may be subject to national and/or international (e.g., UN) laws and regulations controlling their export and re-export, or limiting the export of certain products to specific countries (e.g., embargo regulations). Seller shall not be obligated under these GSTCs to export, transfer or deliver any products or related technical information to Buyer if prohibited by applicable laws or until all necessary governmental authorizations have been obtained. Seller shall not be liable under these GSTCs for any expenses or damages resulting from failure to obtain or delays in obtaining any required government authorizations.
9.2 Buyer shall comply fully with all national and/or international export administration and control laws and regulations that may be applicable to the export, re-export, resale, or other disposition of any products purchased from Seller.
10.1 If the products purchased from Seller are to be used in the performance of a government contract or subcontract, no government requirements or regulations shall be binding upon Seller unless specifically agreed to by Seller in writing. No modification, amendment, rescission, waiver, or other change in these GSTCs shall be binding on Seller unless agreed to in writing by Seller. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Failure or delay on the part of either party to exercise any right, power, privilege, or remedy herein shall not constitute a waiver thereof.
10.2 The section headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation of these GSTCs.