CONDITIONS OF SALE

1. General

These conditions apply to all transactions made by the customer. They will also be valid and fully applicable, and aware of the existence of other general conditions to which the customer is subject, C Y G CARANDINI, S.A.U. (hereinafter CARANDINI) unreservedly accepts the business relationship therewith. CARANDINI will only recognise the alternative conditions to which the customer is subject that have been expressly accepted in writing by CARANDINI.

The acceptance by the buyer of our invoices or delivery notes and of the goods indicated therein implies their implicit agreement with our general conditions of sale.

2. Prices

The prices indicated in the tariff in force cancel all previous prices and may be modified without prior notice. All taxes and fees (for example, WEEE) applicable to the operation to which our invoices pertain will be borne by the buyer.

Prices valid only for luminaires that allow these components to be incorporated in a configurable way. Consult the configurator for each luminaire.

3. Offers

The validity of our proposals and quotes is 30 days.

The prices indicated in this offer correspond to the units indicated, for any other quantity of luminaires it will be necessary to quote again.

In case of force majeure, CARANDINI reserves the right to reduce the 30-day validity period.

4. Shipping conditions

Spain

Luminaires, accessories and other components: postage paid on the mainland, if the final amount of the luminaires exceeds €1,500. For the Balearic Islands and the Canary Islands, if the final amount exceeds €3,000.

Posts: postage paid, only if the final amount of the posts exceeds €3,500. When below these amounts, shipping will be charged to the customer. *

*The customer is responsible for the shipment of anchor bolts and templates (postage due).

*These conditions do not apply to shipments of posts to the Canary Islands and the Balearic Islands, and a specific quote will always be drawn up for each of the shipments, the cost of which will always be borne by the customer.

France

Luminaires, accessories and other components: postage paid if the final amount of the luminaires exceeds €1,000. If not 80€ will be charged as cost of freight and management.

International

As per the agreed Incoterm conditions.

5. Delivery terms

The delivery times relating to this offer are indicative and take effect on the date on which the order is accepted by CARANDINI. The delivery date indicated in the documents refers to the dispatch of the material from the factory (or the date of readiness for loading the material onto transport).

The delivery terms will be confirmed in the order confirmation.

Urgent orders will always be supplied cash on delivery.

Delays in deliveries will not entitle the buyer to compensation, suspension of payment, or the total or partial cancellation of the material order.

6. Cancellation of Orders

Once an order has been received at CARANDINI’s offices, any total cancellation or partial modififcation/cancellation will only be accepted during the 48 hours following its entry into our system. If cancelled after 48 hours, a surcharge of 20% of the order value will be applied.

7. Returns

The buyer has the obligation to review the goods upon delivery and to confirm the carrier’s delivery note, affixing the company’s stamp and the date. If the company does not have a stamp, it must indicate the name and ID number of the person to whom the material has been delivered and the date. Any anomaly or non-conformity detected in the delivery of the goods must be indicated on the carrier’s delivery note. Any anomaly detected at a later date must be communicated in a reliable manner within a period not exceeding 8 calendar days from delivery to CARANDINI’s Customer Service Department.

Only product returns that have been expressly authorised in writing by CARANDINI as per CARANDINI’s return document** will be accepted. For CARANDINI to accept the return, it will check that the material:

• Features in the product proposal in question.
• Is in perfect condition.
• The packaging, label and seal are the original ones.
• The sale of the product being returned must have occurred within the 3 months prior to the date of requesting the return. CARANDINI’s invoice number, delivery note number or order number must be included in the request.

Any product that has been discontinued (series or product that is no longer in the catalogue or on the website), and that has been expressly manufactured for that customer order, cannot be returned except when special written authorisation is obtained from CARANDINI.

** Only returns with the corresponding copy of the Letter of Authorisation sent by CARANDINI will be accepted.

The cost incurred for shipping the product being returned will be borne by the buyer and a minimum handling fee of 25% will be applied (storage, relabelling, management expenses, etc.).

For returns occurring for reasons attributable to CARANDINI, the buyer will report the incident to the CARANDINI Customer Service Department. Having established CARANDINI’s liability, the company will assume responsibility for the collection of the material to be returned at no cost to the customer requesting the return, and no handling fee will be charged.

8. Repairs

In the event of a malfunction involving any material supplied, the customer will contact the corresponding Sales Technician or the Customer Service Department to inform them of the problem. The “Repair Conditions Acceptance Document” will be generated and sent to the customer. It is an indispensable condition that the customer approves these conditions for CARANDINI to agree to proceed with the repair.

The customer will send the material to be repaired to CARANDINI with shipping costs paid, along with the “Repair Conditions Acceptance Document”.

Once the causes of the malfunction have been determined, one of the following two cases will apply:

1. a) If the cause of the malfunction is attributable to product quality, the repaired material will be returned to the sender, with shipping costs paid and at no cost to the customer.
2. b) If the cause of the malfunction is not attributable to product quality but was caused by external circumstances such as incorrect installation or misuse of the product, a quote will be sent to the customer to repair the material. As soon as the customer accepts the quote and issues the corresponding order, work on the repair will proceed, the material will be sent to the sender with shipping costs charged to them, and the cost corresponding to the repair will be invoiced.

If the customer does not accept the quote, they have a period of 30 calendar days to confirm what should be done with the material. Should the customer fail to specify what they want done with it, they accept that ownership of this material will be transferred to CARANDINI.

9. Conditions for removing goods

CARANDINI reserves the right to apply a daily penalty of 0.5% to the customer in relation to the value of the goods included in the order for each day these goods remain at CARANDINI facilities from the seventh day after the customer has been informed of their entitlement to remove them.

10. Payment conditions

The payment terms and conditions will be outlined in the order confirmation.

CARANDINI reserves the right to request prior payment in full or in part once the order has been accepted.

Any total or partial delay in the payment of overdue invoices by the customer grants CARANDINI the right to cancel or suspend the delivery of any order to that customer. Furthermore, the non-payment of any overdue invoice shall accrue late-payment interest from the date on which the invoice becomes overdue until its full payment. Notwithstanding the foregoing, all expenses arising as a result of the return of items drawn will be borne by the customer.

11. Reservation of ownership

The sale is understood to be made with reservation of ownership, meaning that CARANDINI retains ownership of the goods supplied until full and effective payment is made at the agreed price. In turn, the customer agrees to collaborate with ensuring the effectiveness of this reservation of ownership, signing as many public or private documents as necessary, as applicable.

12. Samples

Spain

Two months after delivery of the sample and having received no notification or return (in good condition*) from the customer, CARANDINI will proceed to invoice them.

*In good condition means in correct condition for their potential sale.

International

All samples will be invoiced.

13. Tariff

To be consulted with the regional sales manager or CARANDINI’s Sales Department.  CARANDINI reserves the right to change the tariff at any time and without prior notice.

14. Illustrations

The illustrations of products are merely informative and serve to facilitate consultation. CARANDINI reserves the right to modify or cancel the characteristics or configurations printed on its consultation illustrations without prior notice.

15. Warranty

Unless expressly stipulated in the offer or acceptance of the order, CARANDINI guarantees the proper functioning of conventional luminaires and auxiliary equipment under the conditions indicated for a period of 3 years.

Furthermore, unless expressly stipulated in the offer or acceptance of the order, CARANDINI guarantees the proper functioning of LED products and their control devices against all manufacturing defects for a period of between 3 and 5 years (depending on the hours of use and ambient temperature).

Upon request and for special cases, additional warranties may be agreed.

Conditions:

The warranty will be effective provided that the installation and operating conditions are within the normal values of use for which they were designed, pursuant to the characteristics set out in our catalogues, technical data sheets, assembly instructions or other documents containing the corresponding information or information agreed with the customer.

This warranty covers the supply of defective components and/or repairs carried out by CARANDINI, excluding possible special or indirect damages such as loss of income, damage to property or other costs not mentioned above, including the cost of labour, auxiliary resources or any other related expenses. The warranty action must be previously and expressly agreed by the parties, and the customer making the request must provide all the information, operating data, installation parameters, etc., requested by CARANDINI ‘s quality department.

The following are excluded from the warranty: (i) damages and/or defects caused by normal wear and tear due to (ii) improper or inappropriate use of the product; (iii) non-observance of the operating and assembly instructions, technical prescriptions or recommendations made by CARANDINI; (iv) use of inappropriate or non-recommended accessories or spare parts, inadequate conservation or maintenance, (v) incidents attributable to the customer’s production process; (vi) manipulation by the customer without CARANDINI’s assistance; (vii) voltages outside the range stated in the technical characteristics of the product (characteristics label) and that affect the life and operation of the equipment; (viii) in general, any cause that is not directly attributable to CARANDINI.

16. WEEE rate

The WEEE rate is applicable to our products pursuant to Directive 2002/96/EC on WEEE, (waste from electrical and electronic equipment), introduced into Spanish legislation by Royal Decree 208/2005.

17. Disclaimer

CARANDINI will not be obliged to or accept to indemnify the customer, the user or third parties for any consequences resulting from the use of the products, for direct or indirect damages, accidents suffered by people, damage to property unrelated to the product and/or loss of profit. In addition to the foregoing, in no case may CARANDINI’s liability exceed the sale price of the property for which damages are claimed. Any claim, and in particular possible claims for damages, will prescribe within a period of 1 year.

18. Intellectual and industrial property right

CARANDINI reserves all intellectual, industrial and/or commercial property rights, as well as its “know-how” in relation to the product to which the order pertains. The customer recognises CARANDINI’s rights, and no copies or imitations of the product will be made. Neither will it be used for purposes other than those agreed as part of the commercial relationship. This includes any document, plan, manual, description or technical specification, cost estimates or any other tangible or intangible information to which the customer has had access on account of its commercial relationship with CARANDINI.

19. Legislation and jurisdiction

Both the contractual relationship with the customer and the general contracting conditions are subject to Spanish law.

For any issue or difference that may arise relating either to the commercial relationship or to the interpretation or fulfilment of the conditions of sale, both parties expressly submit to the jurisdiction and competence of the Courts of the City of Barcelona, expressly waiving any other that may correspond to them. However, and at its own discretion, CARANDINI may choose and impose the exercise of legal action in the jurisdiction corresponding to the customer’s registered address.

20. CONTROL SYSTEMS

1.The number of elements required for the installation of the control system has been estimated in this offer based on the information received. It shall be validated during the implementation phase. If more is needed, the financial proposal shall be adjusted.

2.All items not clearly included in the present offer are to be considered as excluded.

3.Any modification of the project not included in the offer will be evaluated separately.

4.The guarantee of the materials is specified by the Spanish law and will be three years.

5.The software warranty will be two years if the functionality is not modified, displacements are not included.

6.Prior to commissioning, all devices must be perfectly installed and wired according to Carandini’s specifications; unforeseen events during commissioning due to incorrect configuration of the control devices will be invoiced according to the current price list.

7. Any unforeseen events beyond the control of Carandini during start-up that may delay or paralyse the work of the technicians will be invoiced according to the current price list.

8. Diets and travel rates will be reviewed and charged at the time of travel (if required).

9. Services shall be carried out during conventional working hours (between 8:00 and 20:00). If work is required outside these hours, they will be invoiced with an increase of 50% (nighttime included).

10. Current rate for Carandini Technician 100€/h (per remote technician).

11.The necessary lifting equipment is not included. Supplied by the customer or contracted separately.

12.The installation of this or other applications on the physical Gateway is not the responsibility of the technical service.

13.None of the services include on-site action if the incident requires an on-site technician.

14.The communications of the contracted services will be by email/phone call/remote connection, once the order has been received. The request will be dealt with immediately as soon as the technician is available.

15. Once the service has been completed, in the event of not having used all the hours offered, they will be accumulated for subsequent services, with an expiry date of 1 year. After this time, the outstanding fractions of time may be used, provided that the differential amount between the purchase price on the date of purchase and the rates in force on the expiry date is paid.

SPECIFIC PART OF EACH SYSTEM

SPORTS AND INDUSTRIAL

1.The system shall be managed via APP, free of charge, on mobile or tablet / push button.

2.DALI junction boxes will not be included unless they have been explicitly requested in the offer.

3.For a good communication response, a distance between nodes <70m (with direct visualization between nodes) is recommended. In case the nodes are further apart <200m there may be a delay in communication.

CITY MESH

1. The number of LoraWan Gateways has been estimated based on information received. To be validated in the implementation phase. If more are needed, the economic proposal will be adjusted.

2.Technical support services are limited to 160 hours per year, being mandatory in the first year and optional in the second year.

TUNNEL

1.For signal lines, it is necessary to install a cable with a minimum cross section of 1.5 mm^2. (Shielded braid is recommended). (Materials not included).

2.All PLCs are offered with enclosure included (Distribution panel).

3.PLCs must be on the same communication network. Carandini does not provide the necessary materials to connect them on the same communication network, such as switches and media converters.

4.The commissioning according to the quotation is per technician per working day. The offer includes a working day for the commissioning of a Carandini technician of a maximum of 8 hours per day (per technician). **If the commissioning cannot be carried out on the established days, extra days will be invoiced at the daily rate indicated in this offer.

5.In the case of having 4G coverage, VPN communication could be enabled, to be able to make a remote connection. In case of not having 4G coverage, Carandini could supply a 4G ROUTER to verify the tunnel status.

6.PLCs have been estimated at various locations inside the tunnel (see DALI addressing). Out of this approach, the offer should be reconsidered.

7.The offer is contemplated with full lane closure availability.

8.Integration with basic SCADA system (ON/OFF, fault detection, lighting status) is offered.

21. OTHER SERVICES

1. The services must be clearly specified by the Client and will be carried out according to the quality of the information received, and we shall not be held responsible for the same, nor for any subsequent modification of said data by the Client, resulting in an increase in the hours spent by our Experts. In the event of an error of interpretation on the part of Carandini, the service will be provided again, free of charge to the client.
2. Modifications and/or variations to the scope or terms must be communicated in writing to be accepted by Carandini.
3. The Services shall be performed during conventional working hours (between 8:00 and 20:00). If work is required outside these hours, an increase of 50% will be charged (night hours included).
4. After each use of the service, the client receives communication via email, the technical report and suggestions if necessary.
5. Once the service has been completed, in the event of not having used all the hours offered, they will be accumulated for subsequent services, with an expiry date of 1 year. After this time, the outstanding fractions of time may be used, provided that the differential amount between the purchase price on the date of purchase and the rates in force on the expiry date is paid.
6. The services of Lighting and Control Consultancy and Design may be invoiced directly to the client once they have been carried out, and the amount may be deducted from the invoice for the sale of material, at the discretion of the Commercial Management.
7. The services that can be offered and their pricing shall be as follows:

– Consultancy and Lighting Design and Control Studies, Commissioning, Reports and Technical Documentation Service, After-sales Service, Maintenance of Control Systems and Training: It will be valued per hours worked and at the price established by the current 2023 tariff of €100/hour (per remote technician).

For other non-associated services, Carandini must be consulted and jointly agreed.

8.Other services that are not accepted by both parties will not be accepted.

22. Data protection

C Y G CARANDINI, S.A.U. is the Controller for the processing of the personal data provided with your consent and informs you that these data will be processed in accordance with the current regulations on protection of personal data and Regulation (EU) 2016/679 of 27 April 2016 (GDPR) and Organic Law (ES) 3/2018, of 5 December (LOPDGDD) for the purpose of maintaining a commercial relationship. The data will be kept for the necessary time in order to maintain the purpose of the processing. Once the data is no longer necessary for such purpose, the data will be suppressed by blocking it during the time frame established by law, putting technical and organizational measures in place to prevent the processing of the data including its visualization, and being only available to judges, courts, public prosecutor or public administrations, in order to respond to legal duties. Subsequently, after the suppression or blocking period, the data will be erased. The data will not be communicated to third parties, unless there is a legal obligation to do so, or to the providers that act as processors. The treatment of the data is based on the maintenance and development of the contractual relationship. You are also informed that you may exercise your rights of access to and rectification, portability and erasure of your data, and rights of restriction on processing and opposition thereto by writing to C Y G CARANDINI, S.A.U. Anselm Clavé, 224 – 08186 Lliçà d’Amunt (Barcelona). E-mail: [email protected]. You have your right to make a complaint at www.aepd.es.

© Carandini. Version: 2024.10