SALE GENERAL CONDITIONS

General Principles and Governance

These "General Conditions of Sale" are an expression of the governance system adopted by E.M.C. Colosio Srl, based on the principles of fairness, transparency and integrity in the conduct of business activities.

Consistent with these principles, the Company has adopted an Organization, Management and Control Model aimed at preventing the commission of specific types of wrongdoing, through the implementation of internal protocols and a Code of Ethics, which all commercial partners, Customers included, are obliged to comply with, in application of the Italian legislation (D. Lgs. 8 June 2001 n. 231). (https://www.colosio.com/whistleblowing/codice_etico_it.pdf)

E.M.C. Colosio Srl promotes behaviors based on legality, responsibility and professional correctness, requiring its Customers a similar commitment to respect the relevant ethical principles and rules of conduct.

The Company places particular importance on ESG (Environmental, Social & Governance) issues and is committed to developing a structured sustainability management system. In this context, E.M.C. Colosio Srl encourages and promotes responsible conduct from an environmental, social and good governance point of view throughout the entire value chain, requiring business partners to behave consistently with these principles.

These General Terms and Conditions of Sale constitute an integral and essential part of all sales contracts, in Italy and/or abroad, entered into by E.M.C. Colosio Srl with its customers.

These General Conditions Of Sale (hereinafter, the "General Conditions") constitute an integral and substantial part of all sales contracts, in Italy and/ or abroad, concluded by E.M.C. Colosio Srl with its Customers. All offers, order confirmations, deliveries and invoices issued by the Company shall be deemed to have been made on the basis of these General Conditions of Sale, unless expressly agreed otherwise in writing.

Goods are always sold in accordance with these General Conditions of Sale. The Customer therefore waives any of its own purchase conditions. E.M.C. Colosio Srl actually considers these General Conditions an integral part of the quality of its products, which the Customer accepts by choosing to purchase them. Any derogations from these General Conditions must be agreed upon through a specific contract signed by both parties.

These General Conditions of Sale are drawn up in the Italian language. The Italian version constitutes the original and legally binding text. Any translations into other languages are provided solely for the convenience of the Customer and shall have no independent interpretative value.

In the event of any discrepancies, inconsistencies, or doubts of interpretation between the Italian version and any translated version, the Italian version shall prevail in all cases and shall be the only legally relevant contractual text between the parties.

1. Definitions

1.1 "Supplier" or "Company" means E.M.C. Colosio Srl, with registered office in Milan, via Fratelli Gabba n. 1/A, operating headquarters in Provaglio d'Iseo (BS), via U. La Malfa no. 4, tax code and VAT number no. 04284970987, PEC email address: emccolosio@legalmail.it.

1.2 "Customer" is the legal entity that makes the purchase of the Products from the Company.

1.3 "Parties" means, jointly, the Company and the Customer.

1.4 "Offer" is the pre-contractual commercial document by which the Company proposes the sale of products and/or services, specifying their technical characteristics, economic conditions, terms of return and the period of validity.

1.5 "Order" means the request for the supply of the Products, submitted by the Customer, which may be formulated in verbal or written form, even through electronic means.

1.6 "Order Confirmation" is the acceptance of the Order prepared and transmitted by E.M.C. Colosio Srl to the Customer.

1.7 "Products" are the goods and/or services to be supplied, as described in the Order Confirmation or, in case of execution of the Order without prior transmission of the Order Confirmation, as indicated in the Order itself, according to the following article 3.

1.8 "General Conditions of Sale" are the present general conditions, as well as any subsequent modifications and additions adopted by the Company and communicated to the Customer, also available on the website of the Supplier at https://www.colosio.com/it/content/3-condizioni-generali-di-vendita.

1.9 "Supply Contract" means the contract concluded between the Company and the Customer pursuant to Article 3 below.

1.10 "Sales Office" is the organizational structure composed of staff employed in the sales function of the Company.

2. Nature and effectiveness of the General Conditions of Sale

2.1 These General Conditions of Sale apply to all contractual relations between E.M.C. Colosio Srl and the Customer, concluded pursuant to and for the purposes of the following article 3. They are intended to define the general terms and conditions governing the supply of Products by E.M.C. Colosio Srl in favour of the Customer.

2.2 E.M.C. Colosio Srl reserves the right to modify and/or supplement these General Conditions of Supply at any time. Such changes and/or additions will be communicated to the Customer attached to the Order Confirmation or by other written communication sent to the Customer. It is hereby noted that the current version of these General Conditions is published on the website https://www.colosio.com/it/content/3-condizioni-generali-di-vendita.

2.3 These General Terms of Delivery, as amended and/or supplemented by the Company, constitute an integral and substantial part of each Order, Order Confirmation and all documents, contractual and not, related to the supply of the Products.

2.4 Any contractual conditions that deviate from these General Terms of Delivery, even if recalled, attached or otherwise inserted by the Customer in Orders, documents or correspondence, will have no effect on the Company, unless express written acceptance by E.M.C. Colosio Srl.

2.5 For any issues not covered by these General Conditions, the provisions of the Italian Civil Code shall apply and they shall prevail also in the event that these General Terms and Conditions of Sale should differ from them.

3. Offer, Order and Order Confirmation

3.1 At the start of the commercial relationship, E.M.C. Colosio Srl shall send the Customer a form summarizing the Customer’s company and tax details as well as the agreed delivery terms. In the absence of any corrections communicated by the Customer within the following two (2) business days, such information shall be considered final and shall be stated in all commercial documents issued to the Customer.

3.2 The offers issued by E.M.C. Colosio Srl shall be considered as non-binding and without obligation. Any orders, even if collected or transmitted by agents or representatives of the Company, can not be considered final or binding unless after express written acceptance by E.M.C. Colosio Srl, by issuing the Order Confirmation.

3.3 The Customer’s Order shall be deemed accepted by the Company, and the Supply Contract shall be deemed concluded, solely upon the Company’s sending of the Order Confirmation to the Customer by email.

3.4 After issuing the Order Confirmation (which, as stated, if fully consistent with the Customer’s Order, results in the completion of the Supply Contract), E.M.C. Colosio Srl shall start production.

3.5 If E.M.C. Colosio Srl, at its own discretion, intends to reject the Order in whole or in part or modify its contents, this circumstance will be expressly indicated in the Order Confirmation. In such case, the Supply Contract shall be deemed concluded upon the Company’s receipt of the Customer’s acceptance of the Order Confirmation as so modified. This Order Confirmation may also take the form of annotations or additions made by the Sales Office on the original version, after obtaining the consent of the Customer, even by telephone. Any further changes or additions requested by the Customer must be expressly accepted in writing by E.M.C. Colosio Srl.

3.6 The confirmed Order cannot be modified. However, should the Customer, in the course of the execution of the Supply Contract, need to request changes to the quantities of the Products and/or to the delivery terms, such requests shall be assessed by E.M.C. Colosio Srl; In the event of non-acceptance, the original Order Confirmation shall remain valid, while in the event of acceptance, the Company shall send the Customer a new Order Confirmation implementing the supply process according to the provisions in the preceding sections 3.3, 3.4 and 3.5.

3.7 The Order transmitted by the Customer may not be revoked, unless the Customer fully indemnifies E.M.C. Colosio Srl for all costs and expenses incurred by the Company up to that point.

3.8 The contents of the Offers or of the Order Confirmations shall be considered confidential; their disclosure, even in part, is prohibited. The Order Confirmation issued by the Company is non-cancellable, and any materials supplied in connection therewith are non-returnable.

3.9 Notwithstanding the above, if E.M.C. Colosio Srl executes the Order in the absence of prior written Order Confirmation, the Supply Contract shall be deemed to have been concluded at the time and place of the start of the Order exection, and shall cover the goods, the quantities and delivery methods indicated in the order itself, pursuant to article 1327 of the Italian Civil Code. 

3.10 E.M.C. Colosio Srl reserves the right to make all changes and variations to the Products that it deems appropriate, without any obligation to give prior notice to the Customer. The characteristics, technical and economic information given in catalogues, on the website of the Company or in other documentation related to the Products shall be considered solely for indicative purposes and not binding for E.M.C. Colosio Srl.

3.11 E.M.C. Colosio Srl reserves the right to suspend at any time the execution of the supply and/or to modify the agreed payment terms if there is an established and significant change in the financial or patrimonial conditions of the Customer or if the Customer or if the Customer has failed to make due payments, including for any previous supplies. Likewise, E.M.C. Colosio shall not be held liable for deciding to suspend or not to renew any voluntary certifications relating to the Products sold. Any notices referred to in the above points shall in any event be indicated in the Order Confirmations or in the online catalogue.

4. Transport and delivery of the Products

4.1 The delivery terms indicated in the Order Confirmation or, in the case of acceptance by execution pursuant to previous article 3.4, in the Order, shall be considered solely for indicative purposes and not binding for E.M.C. Colosio Srl. Any delay in delivery does not entitle the Customer to claim compensation, indemnification or termination of the Supply Contract.

4.2 The delivery terms shall be deemed extended if the Customer fails to provide, in a timely manner, the information or materials required by the contract, if the Customer fails to make payments on a regular basis, or if causes beyond the Company’s control arise, including any delays by its suppliers.

4.3 Unless otherwise agreed in writing between the Parties, the Products travel at the risk of the Customer, even if the delivery is agreed with return free destination. Therefore, E.M.C. Colosio Srl E.M.C. Colosio Srl shall not be liable for any losses, damages, or failures that may occur during transport or unloading. If the transport is carried out directly by the Customer or by a carrier appointed by the latter (delivered ex works), delivery shall be deemed to have taken place at the time of notification of ready goods; from that time, any risk relating to the Products shall be transferred to the Customer.

4.4 E.M.C. Colosio Srl shall in no case be held responsible for delays in the delivery of the Products due to causes not attributable to the same, including, but not limited to, events of force majeure, facts or measures of the competent authorities, as well as delays or non-performance attributable to the shipper or carrier. All costs, expenses and charges arising from such delays shall be borne exclusively by the Customer, who may not claim anything in this respect from the Company.

4.5 In case of non-collection of the Products or impossibility of delivery for reasons not attributable to E.M.C. Colosio Srl, if the Products remain in stock with the Company for a period longer than ten (10) days, the Customer will be held, in addition to the payment of the delivery fee, to reimburse all storage costs, administrative management and any other expenses incurred by the Company, including those charged by the shipper.

5. Force majeure

5.1 For the purposes of these General Conditions of Supply, "force majeure" means any unforeseeable event independent of the will and conduct of E.M.C. Colosio Srl that limits or prevents, in whole or in part, the production activity or fulfilment of the Company’s contractual obligations. This definition includes, but is not limited to: strikes, lockouts, natural events, fires, floods, earthquakes, wars, acts of terrorism, riots, accidents, partial or total failures to machines and equipment used for the production of the Products, interruptions or limitations in the supply of electricity, services or transport, as well as non-delivery or delayed delivery, all or part of the raw materials by the suppliers as a result of measures of the competent authorities or for any other cause not attributable to E.M.C. Colosio Srl.

5.2 Delays in the delivery, total or partial, of the Products due to force majeure shall not result in any liability on the part of E.M.C. Colosio Srl towards the Customer. In such cases, the delivery time shall be deemed automatically extended for the duration of the event that caused the impediment. If the force majeure event lasts for a period of more than one hundred and twenty (120) days, each Party shall have the right to terminate the Supply Agreement by written notice to the other Party with ten (10) days' notic, without giving rise to any right to mutual redress or compensation. In any case, all costs and expenses incurred up to that time shall be borne by the Customer. If, due to a force majeure event, E.M.C. Colosio Srl has completed the production of part of the Products, the Customer will be required to pay the corresponding price if these Products are usable for the Customer.

6. Use of jointly developed equipment

The equipment jointly developed by E.M.C. Colosio Srl for the production of the specific Product ordered by the Customer, as developed on the basis of special solutions and technical and functional measures for the execution of the Supply Contract, are and will remain the exclusive property of E.M.C. Colosio Srl. The financial contribution requested from the Customer, included in the total price of the supply, is to be understood as a contribution for the start-up and development of the aforementioned equipment and does not confer any right of ownership on the Customer, joint ownership or independent use of the same. The equipment will remain at E.M.C. Colosio Srl and will be used exclusively within the scope of the supplies covered by the Contract. They may be made available to the Customer for the execution of any future Orders by the Company for a maximum period of five (5) years from their completion. After this deadline, E.M.C. Colosio Srl will be entitled to destroy the equipment, unless otherwise agreed in writing between the Parties.

7. Prices

7.1 The prices of the Products are indicated in the Order Confirmation or, in cases of acceptance by execution pursuant to previous article 3.4, in the Order, and are understood, unless otherwise stated, expressed in Euro, net of VAT. Unless otherwise agreed in the Order Confirmation, any specific packaging will be subject to separate valuation.

7.2 E.M.C. Colosio Srl reserves the right to modify the prices of the Products. In this case:

1. the Customer will be promptly informed and receive a new Order Confirmation;

2. the Customer will have the right to cancel Orders relating to Products not yet in production.

7.3 Unless otherwise agreed in writing between the Parties, shipping costs, customs duties, duties, taxes or export taxes and any other charge or burden of any kind are to be borne exclusively by the Customer.

8. Payments

8.1 The payment of the price of the Products must be made by the Customer within the agreed deadline, by bank transfer or bank receipt, on the current account indicated by E.M.C. Colosio Srl in the invoice issued in relation to the Supply. The payment amount shall be received by the Company in the full amount of the invoice, without any deductions of any kind.

8.2 In case of delay in payment with respect to the terms indicated in the Order Confirmation or, failing that, after thirty (30) days from receipt of the invoice, the Customer will be obliged, without prior notice, the payment of default interest calculated on the invoiced and unpaid amount, to the extent provided for by current Italian legislation on late payments in commercial transactions (D.Lgs. n. 231/2002). Unless otherwise agreed in writing, the applicable interest rate shall be equal to the European Central Bank reference rate as at the due date of payment plus five (5) percentage points.

8.3 The goods shall remain the property of E.M.C. Colosio Srl until full payment has been made; the risks shall be borne by the Buyer from the time of delivery.

8.4 E.M.C. Colosio Srl shall have the right to suspend the processing of pending orders until full payment of all overdue and outstanding payments. The delay in payments of more than fifteen (15) days after the due date will in any case give E.M.C. Colosio Srl the right to terminate the Supply Contract and any further contracts already concluded with the Customer and not yet executed, without prejudice to the right to compensation for damage.

8.5 Late payment will also result in:

1. the automatic lapse of any conditional discounts agreed on the individual Order;

2. the possibility, for E.M.C. Colosio Srl, to modify the payment conditions applied to the Customer for subsequent deliveries.

9. Retention of title

9.1 It is agreed between the Parties that the ownership of the Products supplied by E.M.C. Colosio Srl will remain with the Company until full payment of the price due from the Customer; the risks shall be borne by the Buyer from the time of delivery.

9.2 Until ownership of the Products has been transferred, the Customer shall hold the Products with the due care of a responsible custodian. From the time of delivery, the Customer shall bear all risks of loss, theft, damage, deterioration or destruction of the Products, including those caused by fortuitous events or force majeure. All maintenance and any repair costs shall be borne exclusively by the Customer.

9.3 The retention of title referred to in this Article shall not affect the transfer of risk, which shall remain governed by Article 4.3 of these General Terms and Conditions of Supply.

10. Product Warranty

10.1 E.M.C. Colosio Srl warrants that the Products supplied comply with the technical specifications set out in the relevant technical data sheet, which the Customer declares to be aware of and to have accepted.

10.2 E.M.C. Colosio Srl further warrants that the Products are free from manufacturing defects, within the limits and under the conditions of the technical warranty set forth in the warranty manuals in force at the time of delivery, where applicable.
Such warranty shall be deemed exclusive and in lieu of any other warranty, whether express or implied, including, by way of example, implied warranties of merchantability and fitness for a particular purpose, which are expressly excluded unless specifically agreed in writing between the Parties.

10.3 Unless expressly stated in the technical documentation and/or agreed in writing with the Customer, E.M.C. Colosio Srl does not warrant that the Products are suitable for specific technical requirements or particular uses not expressly contemplated. Accordingly, the Company shall not be liable for any direct or indirect damages, economic losses or loss of profits suffered by the Customer as a result of the use, non-use or integration of the Products into other goods or systems that alter the characteristics described in the technical documentation.

10.4 The warranty shall in any event not apply, by way of example, where defects or damages are attributable to:

• Transport damage (such as breakages, dents, scratches or similar);

• Use not consistent with the state of the art as reasonably expected from a skilled professional in the sector (technician of the relevant sector with intermediate competence);

• Storage, preservation or maintenance methods not compliant with the instructions set out in the Product technical data sheet;

• Environmental, climatic or other external factors;

• Negligence, lack of skill, improper use, tampering or interventions carried out by unauthorized personnel, the Customer or third parties appointed by the Customer;

• Use of the Product not in accordance with its intended purpose;

• Unauthorized repair, modification or attempted repair;

• Delay in taking action to limit the consequences of malfunctions;

• Normal wear and tear resulting from use of the Product.

10.5 For the purposes of the applicability of this warranty, E.M.C. Colosio Srl undertakes, within the limits of the manufacturer’s technical warranty, to remedy any defects, non-conformities or quality deficiencies attributable to the Company, provided that they occur within twelve (12) months from delivery and are reported by the Customer within the terms and in the manner set out in Article 12 below. In such cases, E.M.C. Colosio Srl shall, at its sole discretion, repair or replace the defective Products.

10.6 Products repaired or replaced under warranty shall be covered by the same warranty for a period of six (6) months from the date of intervention. This warranty is exclusive and replaces any other form of warranty or liability provided by law, expressly excluding any further liability of E.M.C. Colosio Srl in connection with defective Products, including, by way of example, compensation for indirect damages, loss of profit, recall costs or withdrawal campaigns.

10.7 The Company shall be liable solely within the limits of the value of the goods supplied.

11. Product Liability Insurance

The Customer acknowledges that the Company has taken out a Product Liability Insurance policy with a leading insurance company, in compliance with applicable laws, covering damages that may be caused to third parties by defects in the supplied Products.
The existence of such insurance coverage constitutes an additional guarantee of reliability and protection for the Customer, ensuring that any liability arising from product defects is managed within a structured and professionally adequate system.
In any case, the applicable statutory provisions on manufacturer’s liability and the other provisions of these General Terms and Conditions of Sale shall remain fully applicable.

12. Claims Related to Supplies

12.1 The Customer shall inspect the Products upon delivery, prior to their use or resale. Any claims relating to packaging condition, quantity or apparent characteristics of the Products must be notified to the Supplier, under penalty of forfeiture, by registered letter with return receipt or certified email (PEC) within eight (8) days from delivery. 

Claims relating to defects not detectable upon diligent inspection at the time of receipt (hidden defects) must be notified within eight (8) days from discovery and, in any event, no later than twelve (12) months from delivery.

The Supplier shall not accept claims relating to Products already put into use by the Customer without compliance with technical specifications, Product characteristics and instructions for use and/or installation, nor claims relating to specific applications not previously agreed in writing between the Parties.

12.1.1 In case of packaging that is visibly damaged at the time of delivery, the Customer is obliged to record the appropriate reservations in writing on the carrier’s delivery note and to immediately send a copy by email to the Company.

12.2 Any discrepancies in the quantity of Products delivered compared to the Order shall not entitle the Customer to terminate the Supply Contract or suspend payments, but solely to completion of delivery of the missing Products or, at the Company’s sole discretion, to non-invoicing or crediting of the corresponding sales price.

12.3 Unless otherwise agreed in writing amending the Order Confirmation, the Customer accepts a delivery quantity tolerance of ±10% with respect to the contractually agreed quantities.

12.4 For cable supplies expressed in linear meters, the Customer accepts a production tolerance of ±5% with respect to the contractually agreed quantity.

12.5 The Customer undertakes not to use any defective Products and to promptly notify the Supplier of any third-party claims it becomes aware of.

12.6 It is expressly understood that any complaints or disputes shall not entitle the Customer to suspend or delay payments relating to the Products under dispute or to any other supplies: the Customer must duly fulfill its payment obligations and may then raise their claims (“Solve et repete” clause). Any returns of goods, which must be authorized, will be carried out with shipping costs covered by the Customer.

12.7 Returns not previously agreed upon in writing with the Company’s Sales Office shall be considered arbitra and will not be accepted.

13. Contractual Liability

13.1 Except in cases of willful misconduct or gross negligence, E.M.C. Colosio Srl shall not be liable for any damage to persons or property arising from the use of the supplied Products.

13.2 In any event, the Supplier’s liability is excluded for indirect, consequential or unforeseeable damages, and for any circumstances not falling within the scope of the Product Warranty.

14. Termination

14.1 E.M.C. Colosio Srl reserves the right to terminate the Supply Contract, without prior notice of default, pursuant to Article 1456 of the Italian Civil Code, in the event that:

• the Customer fails to fulfill payment obligation and the delay exceeds fifteen (15) days from the due date pursuant to Article 8.2;

• a force majeure event preventing performance of the Contract persists for more than one hundred and twenty (120) days pursuant to Article 5.2;

• events affecting the Customer occur (such as, by way of example, liquidation, crisis management procedures, insolvency proceedings or comparable situations) that compromise its ability to perform present or future contractual obligations.

In any case, E.M.C. Colosio Srl reserves the right to claim compensation for any damages suffered.

15. Personal Data Processing and Confidentiality

15.1 With reference to the processing of personal data of the Customer and/or the Customer’s personnel by E.M.C. Colosio Srl, such data shall be collected and processed exclusively for purposes related to the performance of the contractual relationship, in compliance with applicable laws and, in particular, Regulation (EU) 2016/679 (GDPR).

15.2 E.M.C. Colosio Srl acts as Data Controller for the personal data provided by the Customer in connection with performance of the Contract and confirms that such data shall be processed in accordance with the privacy notice made available to the Customer.

15.3 E.M.C. Colosio Srl undertakes not to disclose such data to third parties nor to use them for purposes other than those strictly related to the performance and management of the Contract, except as required by law or expressly authorized by the Customer.

16. Industrial and Intellectual Property

The purchase and use, whether direct or indirect, of the Products shall not result in any transfer to the Customer of industrial or intellectual property rights relating to the Products, which shall remain the exclusive property of E.M.C. Colosio Srl.

17. Confidential Information

The Parties undertake to keep strictly confidential and not to disclose to third parties, nor to use for purposes other than performance of the contractual relationship, all technical, commercial, organizational or other confidential information acquired in connection with these General Terms and Conditions of Sale, including, by way of example, technical specifications, price lists, customer data, know-how and contractual documentation. It is specified that the drawings are the property of the Company and may not be disclosed to third parties without written authorization.

This confidentiality obligation shall remain in force for three (3) years following the date of the Order Confirmation, unless such information has entered the public domain without breach of this obligation or was already lawfully known to the receiving Party.
Each Party shall ensure that its employees, collaborators and consultants comply with the above confidentiality obligations. Disclosures required by law or by orders of competent authorities are permitted, to the extent strictly necessary and, where possible, with prior notice to the other Party.

18. Social Responsibility and Sustainability

E.M.C. Colosio Srl conducts its business in accordance with principles of social responsibility, promoting safe, dignified and respectful working conditions, professional development of its employees, and policies aimed at protecting health and well-being in the workplace.
The Company opposes all forms of exploitation, irregular employment and violations of labor and safety regulations.

From an environmental perspective, E.M.C. Colosio Srl is committed to a responsible use of resources, reduction of energy consumption and waste generation, and promotion of lower-impact practices and technologies throughout the value chain.

E.M.C. Colosio Srl also adopts equal opportunity and non-discrimination policies based on merit and competence, rejecting any form of discrimination based on gender, age, ethnicity, religion, sexual orientation, personal opinions or other legally protected characteristics.
These principles are set out in the Company’s Code of Ethics, which inspires its processes and stakeholder relations, encouraging commercial partners to adopt conduct consistent with such values.

19. Administrative Liability pursuant to Legislative Decree 231/2001

The Customer declares that it is aware of the Italian legislation on administrative liability of legal entities, in particular Legislative Decree No. 231 of 8 June 2001, and confirms that it has reviewed the Code of Ethics of E.M.C. Colosio Srl, available on the website www.colosio.com.

20. Jurisdiction and Applicable Law 

20.1 These General Terms and Conditions of Supply and any contract entered into between E.M.C. Colosio Srl and the Customer shall be governed by Italian law, with the express exclusion of the Vienna Convention of 1980 on Contracts for the Internaltional Sale of Goods (CISG).

20.2 Any dispute arising out of or in connection with these General Terms and Conditions of Supply and/or any related contract shall be subject to the exclusive jurisdiction of the Court of Brescia, Italy.