1.1 These General Sales Terms and Conditions (GSTCs) shall apply to any and all contracts for the sale and supply of products or services by Cree Lighting Europe Spa (“Seller”) to any purchaser (“Buyer”).
1.2 These GSTCs supersede all prior releases, 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.
2.1 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 reserves the right to accept or refuse any order by Buyer.
2.3 The minimum acceptable order value is €1000 net. Sellers reserve the right to accept orders for lower value. In case the ordering value is lower than the indicated above, a charge of € 200 will be applied to the customer for the management of the order.
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.
3.1 All payments must be executed according to the currency set in the 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 applicable law as in the case of a default by Buyer under these GSTCs.
4.1 Unless otherwise confirmed in writing by Seller, products shall be shipped Ex Works (Incoterms 2020) to the location designated by Buyer (subject to art. 9 - “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 levied
4.2 Seller reserves the right to ship products free domicile. In such case, unless otherwise advised by Seller, orders to shipped to the United Kingdom, Ireland, and Spain (islands excluded) having a net value of less than €3,000 will be charged a shipping and handling fee of 5% of the order value, or €50,00, 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 that the products are ready for delivery, the Seller reserves the right to charge to Buyer a deposit fee of €6,00 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 The Buyer is under an obligation (ii) to examine the Products or cause them to be examined within a short period as is practicable in the circumstances after the Products have arrived at their destination and (ii) to give notice to the Seller in writing or by email specifying the nature of the defect/ lack of conformity no later than 30 (thirty) days after Buyer has discovered or ought to have discovered the defect / lack of conformity , Should the Buyer fail to do so, all Products delivered shall be deemed accepted by Buyer and Buyer shall lose the right to rely on any defect/ lack of conformity.
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. 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 these 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’s web page.
5.6 Seller reserves the right to publicize that Buyer has purchased products from Seller.
6.1 Seller shall provide to the original purchaser a standard 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/general-sales-terms-and-conditions
6.2 Seller reserves the right to modify its standard warranty at any time in its sole discretion.
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 products or services furnished by Seller may be brought by Buyer more than one (1) year after the cause of action accrued.
8.1 These GSTCs and all contracts for the sale and supply of products or services between Seller and Buyer shall be governed by the laws of Italy including expressly the CISG (1980 Vienna. Convention on Contracts for the International Sale of Goods).
For any controversy or claim (including, without limitation, any claim based on negligence, misrepresentation, strict liability or other basis) arising out of or relating to or connected with this Agreement/these GSTCs/ all contracts for the sale and supply of products or services between Seller and Buyer including those concerning their validity, interpretation, performance and termination, the Courts of Florence, Italy, shall have exclusive jurisdiction; provided however that the Seller, at its sole option, shall have the right to bring proceedings before the Courts in the place of domicile of the Buyer .
Arbitration Any controversy or claim (including, without limitation, any claim based on negligence, misrepresentation, strict liability or other basis) arising out of or relating to or connected with this Agreement/these GSTCs/ all contracts for the sale and supply of products or services between Seller and Buyer including those concerning their validity,
interpretation, performance and termination, which involves an amount in excess of 50,000 Euro (exclusive of interest and costs), shall be settled by arbitration in accordance with the Rules of the Chamber of Arbitration of Milan, by a sole arbitrator appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The place of arbitration shall be Milan, Italy. The decision in such arbitration shall be final and binding.
Jurisdiction for claims up to 50.000 Euro - For any such controversy or claim which involves an amount of up to 50,000 Euro (exclusive of interest and costs), the Courts of Florence, Italy, shall have exclusive jurisdiction; provided however that the Seller, at its sole option, shall have the right to bring proceedings before the Courts in the place of domicile of the Buyer.
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.
11. By accepting these General Sales Terms and Conditions, the Buyer declares to have read the Information Notice pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (GDPR) available on the site Privacy & Policy (creelighting-europe.com). The processing of personal data collected by Cree Lighting Europe Spa in relation to each purchase order (common data: contact data on the Buyer's side), is aimed exclusively at the execution of the same, the legal basis of the processing related to the relative purpose is therefore the execution of the contractual relationship. The personal data (i) will be processed in paper archive, computer or telematic form depending on the methods of collection and storage, (ii) may be communicated to our agents or distributors for the same purposes and (iii) may be stored on databases of the company and its group located also in the United States and in the UK, as reported in the full disclosure. The security standards of the files in which we store data are such that they ensure the protection of the personal data collected. Personal data will not be disclosed or communicated to third parties and will be kept for a period no longer than necessary for the purposes for which they
were collected and subsequently processed, and in any case will be deleted after 2 years from the last contact with the Purchaser. Their removal will in any case take place in a secure manner. For all matters not expressly provided for herein, reference is made to the aforementioned information notice, including the contacts for the exercise of rights by individuals whose personal data is processed by virtue of the relationship between the Company and the Purchaser.
For approval and confirmation
Buyer
Pursuant to and for the effects of art. 1341 Civil Code, the following clauses are specifically approved:
1. Applicability of the Terms.
2. Orders and Prices.
3. Terms of payment
4. Delivery and Title of goods
5. Intellectual property rights
6. Standard commercial warranty
7. Limitation of liability
8. Applicable laws and Dispute resolution
9. Export control
10. General
(WARRANTY FOR EXPORT SALES TO ALL FOREIGN COUNTRIES EU & NON-EU)
1. This Standard Warranty shall apply to any lighting product with LED technology ("Product"), supplied by the company Cree Lighting Europe Spa ("Seller"), in favour of the original purchaser ("Buyer"); the Warranty will commence from the invoice date.
2. This warranty is non-transferable, except as expressly provided in the paragraph that follows.
3. Buyer who is Seller’s Authorized Supplier may transfer (directly or indirectly, through a contractor) his rights resulting from this warranty to the purchaser who is the End user of the Product, when Product is resold by the same Supplier in new condition and in its original packaging. In the latter case, the warranty period starts from the date of purchase made by the original end user. The warranty may only be transferred by the original Buyer to the end user where products keep their original location.
4. For the purposes of this Standard Warranty, "Defect" (or "Defective Product") means a Product that has a defect/lack of conformity in material or workmanship that compromises structural / mechanical safety or causes failure per the technical specifications provided by the Seller.
5. Seller warrants that:
a. all parts of the Product will be free of defects in materials and workmanship for the warranty period specified in the Warranty Terms Table (“Table”).
b. each optional or accessory item for which a warranty period which differs from the Product is provided in the Table will be free from defects in materials and workmanship for the specified warranty period.
c. each optional item for which a warranty period is not provided for in the Table will be covered by the conventional - legal - warranty of one (1) year.
d. in the case the Product is covered by a ten-year warranty (10 years), drivers present in the Product will be guaranteed until the occurrence of the first of the following cases:
i. TEN (10) years from the date of the original purchase by the Buyer.
ii. fifty thousand (50,000) operation hours understood as power supply of the LED module. To determine the operation hours of the LED drivers, Seller will have the right to make reasonable assumptions as regards the operating hours, based on industry standards and the actual application of the Product.
e. Products are made through production processes that guarantee a high-quality level in terms of resistance to corrosion, abrasion, flaking and colour stability. Regarding the painting, the Seller guarantees that:
i. these Products are covered by the warranty only on condition that any defects in the painting compromise their structural / mechanical safety and that they are exclusively attributable to defects in the manufacturing process of the Product.
ii. In case of custom colours, Seller guarantees the painting for one (1) year from the date of the original purchase by the Buyer.
iii. Warranty does not cover painting defects not resulting from defects in the manufacturing process of the Product caused by improper handling, contact with the ground, chemicals or with water containing corrosive agents and stray electric currents.
6. The determination of whether any Products or components are defective shall be made exclusively by the Seller, at its sole discretion, with consideration given to the overall performance of the Product as compared to the expected performance per the applicable Technical Specifications Sheet.
7. The warranty on the defective Product will amount to the repair or replacement of the parts which, at the Seller’s sole discretion, are affected by lack of conformity. If the defective Product should reveal defects covered by this warranty, the sole obligation of Seller, and the sole remedy of Buyer and/or anyone claiming through the Buyer, is for the Seller to:
a. repair the Product or its components
b. or, at Seller discretion, to supply replacements of the defective components
c. or to replace the Product based on prorated value
d. or offering a prorated credit to its value to purchase a replacement product. The prorated value is the initial purchase price proportionally reduced for each year of service. From year two, the annual percentage of reduction is calculated as the "100%"/ Warranty term expressed in "years" ratio.
8. Seller shall supply spare parts for the entire duration of warranty period. If the defective Product or its components are out of production or are no longer available for any other reason, the Seller may suggest, at its sole discretion, the replacement with an equivalent or better component or product in terms of energy and lighting performance, compatibly with the technological progress.
9. Seller reserves the right to use new, reconditioned, refurbished, repaired or regenerated Products or parts in the warranty repair or replacement process. Such Products and parts will be comparable in terms of functionality and performance to the Products and new parts, as determined by the Seller in its sole discretion, and warranted for the remainder of the original warranty period.
10. This warranty applies if:
a. Product is used in compliance with the use specifications indicated by the Seller (technical specifications), the legal provisions and regulatory requirements.
b. Product is installed in accordance with the installation instructions attached to the Product and the applicable current codes and by technical personnel qualified for such operations.
c. no modifications or operations of any kind are made on the Product without the written authorization of the Seller.
d. The defective Product is kept by the Buyer in the state in which it is found for all the time necessary to allow the Seller to carry out the necessary checks to identify the cause of the failure.
e. Buyer provides to the Seller proof of purchase (purchase contract, invoice).
f. Buyer has duly paid for the Product in accordance with the payment conditions agreed in the sales contract.
g. the Buyer (i) has examined the Products or caused them to be examined within a short period as is practicable in the circumstances after the Products have arrived at their destination and (ii) has given notice to the Seller in writing or by email using the appropriate form on the website under warranty section, specifying the nature of the defect/ lack of conformity Buyer no later than 30 (thirty) days after Buyer has discovered or ought to have discovered the defect / lack of conformity ,and (iii) has provided proof of purchase (purchase contract or the invoice) and (iv) has complied with other warranty requirements as requested by the Seller. Seller may require the Product to be returned to Seller or its authorized service provider, freight prepaid.
11. This warranty does not cover:
a. Additional charges that arise because of the repair of the defective Product (by way of example but not limited, costs for removal and installation of the Product, storage costs of the defective Product, transport of the defective and repaired Product, disposal, labour, rental costs and / or use of lifting devices, scaffolding), these costs remain the responsibility of the Buyer.
b. Loss or damage to the Product caused by transport, negligence, abuse, improper or incorrect use, mishandling, improper installation, storage or maintenance.
c. Damage due to a casualty event or caused by Acts of God (by way of example but not limited to, vandalism, civil disturbances, accidents).
d. Damage resulting from exceeding the limits provided on the Product or packaging labels, on the instruction sheet or, failing that, by the EN 60598, EN 61000 and EN 61547 standards regarding: overvoltage, electrical current fluctuations, including harmonic oscillations and transients fast, electrostatic discharges, injected currents, presence of radio frequency electromagnetic fields, mains frequency magnetic fields, voltage pulses, voltage dips and short interruptions, induced mechanical vibrations, harmonic oscillations and resonance associated with movements of air circulating around the Product, temperature, presence of water, presence of sand or dust, wind, formation of condensation, or any other environmental, mechanical, electrical or thermal condition not expressly permitted.
e. Damage caused by the presence of aggressive atmospheres (including, without limitation, excessive salt water in coastal locations) or by contact with chemicals.
f. Defects/lack of conformity deriving from a modified Product or a Product previously repaired by parties other than the Seller or its authorized Service Providers or any personnel not authorized in writing by the Seller.
g. Damage to equipment and objects of various kinds deriving from the malfunctioning of the Product.
h. Charges for periodic checks, maintenance, repairs or replacement of parts subject to deterioration.
i. Usual performance depreciation of LED sources, except that failure of inoperable individual LED components is more than 10% of total LED components in the Product.
j. Usual chromatic variation of the LED sources.
12. In relation to all the above, at the Seller’s request, the Buyer shall be responsible for providing suitable evidence of the correct use, correct installation, and maintenance of the Product, as well as regards the environment and the installation context of the same.
13. this warranty does not cover products with different brand companies marketed by the Seller, which remain covered by the original warranty of the different companies (by way of example but not limited to, presence and ambient light sensors and related programming equipment, Zhaga management nodes, Gateways, other Smart City systems or equipment).
14. This warranty is void if the Product is not used for the purpose for which it was designed, or in the event of removal of the Product from the original installation site and moving to a new installation site.
15. The foregoing warranty provisions of this document, read jointly with the General Conditions of Sale, constitute the entire warranty contract and supersede all previous representations or communications (oral or written) to the Buyer regarding the Product. To the maximum extent permitted by the law, such provisions are exclusive and are given and accepted in lieu of any and all other warranties, whether express or implied, and including, without limitation, any warranties against infringement and any implied warranties of merchantability or fitness for a particular purpose for which the Seller expressly rejects any responsibility.
16. In no case shall the Seller be liable for incidental, compensatory, consequential, indirect, special or other damages arising from the purchase, resale, use or disposal of any Product, whether the claim arises under tort law, strict liability, principles of equity or contract. Seller’s aggregate liability with respect to a specific defective Product shall in any case be limited to the original purchase price paid by the Buyer for such Product.
17. Seller reserves the right to modify these warranty conditions at any time and without prior notice, by publishing the new conditions on its website and / or in its catalogues.
18. This Warranty shall be governed by and interpreted in accordance with Italian law, including expressly the CISG (1980 Vienna Convention on Contracts for the International Sale of Goods).
a. For Buyer domiciled in a European Union member State or in an EFTA country:
Jurisdiction
For any controversy or claim (including, without limitation, any claim based on negligence, misrepresentation, strict liability or other basis) arising out of or relating to or connected with this Warranty including those concerning its validity, interpretation, performance and termination, the Courts of Florence, Italy, shall have exclusive jurisdiction; provided however that the Seller, at its sole option, shall have the right to bring proceedings before the Courts in the place of domicile of the Buyer.
b. For Buyer domiciled outside of the European Union and the EFTA:
Arbitration
Any controversy or claim (including, without limitation, any claim based on negligence, misrepresentation, strict liability or other basis) arising out of or relating to or connected with this Warranty including those concerning its validity, interpretation, performance and termination, which involves an amount in excess of 50,000 Euro (exclusive of interest and costs), shall be settled by arbitration in accordance with the Rules of the Chamber of Arbitration of Milan, by a sole arbitrator appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The place of arbitration shall be Milan, Italy. The decision in such arbitration shall be final and binding.
Jurisdiction for claims up to 50.000 Euro - For any such controversy which involves an amount of up to 50,000 Euro (exclusive of interest and costs), the Courts of Florence, Italy, shall have exclusive jurisdiction; provided however that the Seller, at its sole option, shall have the right to bring proceedings before the Courts in the place of domicile of the Buyer.
19. For anything not expressly contained in this warranty, please refer to the General Conditions of Sale.
20. This warranty is valid for purchases made from the validity date shown below: November 1st 2021
21. Warranty Terms Table:
Cree Lighting Europe Products
a. Serie SYRIUS CL.I, Serie XSPM CL.I, Serie XSP CL.I, Serie XSPW, Serie 304, Serie CPY, Serie LEDWAY CL.I, Serie OSQ CL.I, Serie OSQ-HO CL.I, Serie EDGE HO CL.I, Serie EDGE Pathway CL. I: 10 YEARS
b. Serie SYRIUS CL. II, Serie ENERGY, Serie DOT, Serie URBAN PRO, Serie XSPM CL. II, Serie XSP CL. II, Serie URBAN, Serie Square LED, Serie RKT, Serie LEDWAY CL. II, Serie VSL, Serie CFL, Serie EDGE Pathway CL. II: 5 YEARS
c. Serie CXB, Serie CR: 10 YEARS
d. Serie INDUSTRIA, Serie STELLAR, Serie ITP, Serie IWT, Serie IFP, Serie IDL, Serie LR22: 5 YEARS
e. Optional mounting kits and accessories for installation: 1 YEAR
Cree Lighting US Products
Any UL Cree Lighting branded Product marketed by the Seller, including lighting fixture, lamp, pole, optional feature, or accessory, is covered for the period designated in its product technical specification (“Spec Sheet”) published on https://www.creelighting.com/
Effective DATE OF RELEASE: 01/11/2021
LAST REVISION: 01/02/2023
