General Warranty Conditions

The Limited Warranty provided herein is given by only one of Cavagna Group S.p.A., Cavagna North America, Inc., Cemco Kosangas S.A., Cavagna Group UK, Bigas International Autogas Systems s.r.l. or Greengear Global s.r.l., the entity that actually designed, manufactured and sold the Product (as defined herein) to which this Limited Warranty applies. The other entities are listed herein for convenience only, and are not sharing in any warranty obligations of the entity providing this Limited Warranty. The entity providing this Limited Warranty is referred to herein as “The Warrantor”.

COVERAGE.

Each new product purchased directly from The Warrantor (referred to herein as “The Product”) will be free from defects in original material and workmanship for a period of:

1. Twenty four (24) months for high pressure and compressed natural gas products,
2. Twenty four (24) months for Mesura natural gas regulators
3. Sixty (60) months for LPG brass valves and accessories,
4. One hundred and twenty (120) months for Kosan plus domestic regulators.
5. All other regulators sixty (60) months

from the date of sale of The Product, as shown on the invoice for that particular Product, to the entity to which Warrantor first sold The Product (hereinafter referred to as “The Purchaser”). The Purchaser informs any third party purchasers of The Product of the specifications and the necessary warnings and instructions for the correct use of The Product and/or any different or larger item or system in which The Product is installed. The sole and exclusive remedy of The Purchaser under this Limited Warranty for alleged defects in a Product shall be the repair or replacement, in Warrantor’s sole discretion, of the defective Product, or a part or component of The Product.

NOT COVERED.

This Limited Warranty does not apply to, and Warrantor shall have no liability or responsibility in respect of, damages or expenses relating to defects caused by or arising out of:

• the failure to properly store, use, install or maintain The Product as, for example, as specified in the warranty booklet, service booklet, drawings, manuals or other literature supplied by Warrantor, including but not limited to Warrantor’s website or advertising brochures or in accordance with any applicable laws, regulators or standards;
• the failure of The Purchaser to inform any third party purchasers of The Product of the specifications and the necessary warnings and instructions for the correct use of The Product and/or any different or larger item or system in which The Product is installed.
• improper installation of The Product as a component in a different or larger item or system;
• improper specification or application of The Product as a component in a different or larger item or system;
• Any Product purchased from any entity other than Warrantor ;
• alteration, change, or modification of The Product, including its subcomponents, parts or assemblies;
• the cost to locate, remove, disassemble, reinstall or dispose of components of a different or larger item or system that require removal to access The Product;
• accidents, misuse, abuse, abnormal use, improper use, negligent use, wilful misconduct, lack of reasonable or proper maintenance, repairs improperly performed or replacement parts or accessories not conforming to Warrantor’s specifications, use exceeding the recommended and permitted limits of The Product, and/or normal wear or deterioration occasioned by the use of The Product;
• cosmetic issues, such as scratches, dents, fading of colors or discoloration;
• any representation or implication relating to estimated performance characteristics of The Product, including but not limited to representations made in Warrantor’s product literature, on Warrantor’s website, marketing materials, advertisements and technical specifications;
• any defect or non-conformity that has not been timely and promptly communicated in writing to Warrantor as provided herein, and in all cases, no more than thirty (30) days from the discovery thereof;
• any damage, cost or expense caused by Act of God; or
• loss of time, loss of use, loss of revenue, lost profits, loss of opportunity, inconvenience, costs related to procuring any substitute product, any incidental or consequential damages arising out of the non-use of the Product, or compensation for inconvenience or loss of use of a different or larger item or system while the Product is being repaired or otherwise not available, or other matters not specifically covered hereunder.

PROCEDURE.

To obtain warranty service for The Product, under this Limited Warranty, The Purchaser’s specific and detailed claim must be reported to WARRANTOR within thirty (30) days from the date The Purchaser had notice of or should have had knowledge of notice of the alleged defect to The Purchaser and within the applicable warranty period.

For all Warranty claims accepted by The Warrantor, the Warrantor shall, within a reasonable time:

(a) Repair The Product or any subcomponent thereof;
(b) Supply ex works to The Purchaser a replacement product of the same type, kind and/or quality as The Product; or
(b) Refund to The Purchaser the actual purchase price of The Product for which The Warranty claim was made, such refund being provided in the form of a credit towards a future order placed by The Purchaser within The Warrantor.

Warrantor must approve, in advance and in writing, all repairs or replacements covered under or performed pursuant to this Limited Warranty. Any warranty repairs or service must be performed exclusively by Warrantor or other authorized representative of Warrantor or by another servicing facility pre-approved in writing by Warrantor. The Purchaser is responsible for all expenses associated with locating The Product(s) in the market, transporting the product(s) and/or defective part(s) to and from the service location. Acceptance of any Limited Warranty claim is not an admission that any Product or any of its component parts are defective. The Warrantor will not accept any Warranty claims directly from any third party to whom/which Purchaser may have sold The Product. The Purchaser forfeits any rights it may have under this Limited Warranty if The Purchaser does not return The Product to Warrantor, at the Purchaser’s expense, within five (5) days of The Warrantor’s request, or otherwise follow the procedure described herein. In the event that Purchaser submits a warranty claim that, in the sole reasonable discretion of The Warrantor, is unfounded, The Purchaser shall reimburse The Warrantor all reasonable costs incurred by The Warrantor in evaluating The Warranty claim (i.e. travel, lodging, expert evaluations, etc.).

LIMITATION OF DAMAGES.

Except as expressly provided by this Limited Warranty, Warrantor SHALL NOT BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ASSOCIATED WITH THE USE OR NON-USE OF THE PRODUCT OR A CLAIM UNDER THIS AGREEMENT, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT OR OTHERWISE. The foregoing statements of warranty are exclusive and in lieu of all other remedies or damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so this limitation or exclusion may not apply to you. This Agreement shall be the sole and exclusive remedy available to The Purchaser or any third party with respect to This Product. In the event of any alleged breach of any warranty or any legal action brought by The Purchaser or any third party, based on breach of warranty alleged negligence or other tortious conduct by Warrantor, The Purchaser’s or third party’s sole and exclusive remedy will be the repair or replacement of any defective Product as stated herein. In no event shall the liability of The Warrantor exceed the purchase price of The Product.

DISCLAIMER. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OF TRADE, BY STATUTE OR OTHERWISE, IS HEREBY STRICTLY LIMITED TO THE TERMS OF THIS WRITTEN WARRANTY. No dealer and no other agent, representative or employee of Warrantor is authorized to modify, extend or enlarge this Limited Warranty.

TRANSFER OF THE PRODUCT OR LIMITED WARRANTY.
If Purchaser sells The Product, either individually or incorporated in a different or larger assembly to a third party, a warranty claim can only be filed with The Warrantor by The Purchaser. The Purchaser shall provide a separate and distinct warranty to any third party for the larger assembly.

APPLICABLE LAW.
Any and all claims or disputes of whatever nature arising out of or otherwise relating to this Limited Warranty shall be governed by and construed in accordance with the laws of the State of New Jersey only, and the parties expressly acknowledge and irrevocably agree that the sole and exclusive venue for and jurisdiction over any such claim or dispute shall be the courts of Brescia, Italy to the exclusion of the jurisdiction of the courts of any other place, without giving effect to choice of law principles and without giving effect to the United Nations Convention regarding contracts for the International Sale of Goods (which the parties expressly exclude).

OTHER RIGHTS. Your acceptance of delivery of The Product constitutes your acceptance of the terms of this Limited Warranty.
This Limited Warranty gives you specific legal rights, and you may also have other rights which vary from state to state. If any term or provision of this Limited Warranty is invalid or unenforceable under any local, state, or federal law, statute, judicial decision, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule and the remaining provisions of this Limited Warranty shall remain in full force and effect.

ENTIRE AGREEMENT.
This document contains the entire Limited Warranty given by Warrantor in respect of The Product and there are no terms, promises, conditions or warranties regarding The Product other than those contained herein. Warrantor specifically does not authorize any person to extend the time, scope, terms or conditions of this Limited Warranty or to create or assume for Warrantor any other obligation or liability with respect to the Product or other products designed, manufactured or sold by Warrantor. All terms of this Limited Warranty are contractual and not mere recitals, and constitute material terms of this Limited Warranty.

SERVICE LIFE: The Service Life of The Product will vary depending on conditions of use, environment of use, application of The Product, and other factors outside of the control of The Warrantor. The Product must be replaced before the expiration of The Product’s Service Life. See the applicable owners’ manual or Warrantor’s website for additional details on Service Life.

1 – Compliance of the brand new products

The original seller of the brand new product (hereinafter referred to as Product) hereby warrants that the Product corresponds in quantity, quality, and type as specified in the sales contract (or, if missing, in the order’s confirmation) for the Product and that the Product is without defects that could render it unfit for the use to which it is intended. The original seller of the Product is identified on the invoice for the Product and is referred to herein as the “Warrantor.”

2 – Extent of the guarantee

The warranty is limited only to defects in a) the design of the Product, b) the materials in the Product or c) the construction of the Product, which can be attributed to the Warrantor. The warranty does not apply in the case where the buyer is unable to prove correct storage and maintenance of the brand new products, or in the case the buyer has modified the Product without the prior written agreement of the Warrantor.
Furthermore, the Warrantor is not liable for defects in the brand new product due to the normal wear and deterioration of those parts of the Product, which by their nature, are subject to rapid and continuous wear and tear (e.g.: lining, etc.).
In general, in no case shall the Warrantor be liable for defects in compliance that arise after the transfer of risk or possession of the Product to the buyer has taken place.
The warranty is valid only when the brand new products are installed, used and maintained in conformity with the warnings and instructions provided by the Warrantor in the instruction manual or other Product literature and in conformity with the applicable laws, standards or regulations existing in the location where the brand new products are used or, in the absence of any applicable laws, standards or regulations, in conformity with the best practices in the applicable industry or trade.

3 – Claims

The buyer is required to check the compliance of the brand new Products and confirm the absence of flaws. The buyer should report any flaws or defects in brand new Products, in the following ways and time. Failure to properly and timely report a defect will void the warranty:

1. Claims for shortage or damages that could have been apparent from an examination of the exterior of the Product’s packaging contents must be reported as soon as the brand new Products arrive at their place of destination or, in any event, no more than 5 days after that time.
2. Claims relevant to quantity, colour, quality flaws or defects or non-compliance that the buyer should have been able to identify as soon as it took possession of the Product, must be made shortly after the time when the brand new Product arrives at its place of destination or, in any event, no more than 15 days after that time;
3. Hidden flaws, defects or non-compliance (that is, those not identifiable according to the inspection imposed by law and by the preceding subparagraphs) must be reported within 30 days after the discovery or in any event, no more than 5 years from the delivery date.

Claims must be sent by registered letter, addressed to the head office of the Warrantor and must describe in detail the alleged defect, flaw or non-compliance.
In order to preserve this warranty, the buyer must not attempt any disassembly repairs or modifications on the brand new product without the Warrantor’s prior written agreement.
The buyer forfeits and waives its rights under this warranty if the buyer does not consent to every reasonable request of the Warrantor, or if after the Warrantor has requested the return of the defective brand new products at buyer’s own expenses, the buyer fails to return the Product within 5 working days from the request.
In the event that the warranty claim is ultimately determined, in the sole discretion of Warrantor, to be unfounded, the buyer will reimburse the Warrantor all expenses incurred by Warrantor in evaluating the warranty claim (travel, expert valuations, transport expenses etc.).

4 – Remedies

Following a report by the buyer duly made in accordance with the previous point 3, the Warrantor, within a reasonable period depending on the type of claim, may, at Warrantor’s sole reasonable discretion:

a) Supply to the buyer products of the same kind and quantity as those that have been proven to be defective or not in compliance with the contract: in such a case the Warrantor can require the return of the defective product, which becomes property of the Warrantor. Such products will be supplied FCA Warrantor’s facility (Incoterms ® 2020);

b) Communicate in writing the cancellation of the contract and offering a refund of the amount paid for the replaced product;

c) Repair the products proven to be defective at its premises and supply the repaired products to the buyer FCA Warrantor’s facility (Incoterms ® 2020).

No other cost (such as disassembling and/or reassembling of the products, transportation from/to the premises of buyer’s customers, etc.) shall be charged to or paid by the Warrantor, unless previously expressly agreed in writing by the Warrantor.

5 – Limit of seller’s liability

The Warranty provided herein supersedes all legal warranty for defects and compliance, and excludes any other possible liability of the Warrantor, however originating, from the brand new products supplied by Warrantor. In particular, the buyer cannot put forward another claim for compensation in respect of any further damages, request any reduction of the contract price or cancellation of the contract. Once the period of the Warranty has expired no claim can be made against the Warrantor.
In no event shall Warrantor be liable to buyer for any direct, incidental, indirect, consequential or exemplary damages, including without limitation any claim for damages based on lost revenues or profits, however caused.
No exceptions to or modification of this Warranty will be permitted unless expressly and specifically defined and accepted by the parties in writing.

6 – Technical regulations

As far as the brand new product characteristics and specifications are concerned, the Warrantor complies with the legislation and the technical regulations prevailing in Italy and the European Directives, unless otherwise specified in the contractual documentation (i.e. contract, order’s confirmation, invoice, installation/fitting or use and maintenance manual); The buyer assumes the risk of any difference between the European Directives plus the Italian regulations and those of the country of destination, regarding the use or installation of the Products, and indemnifies the Warrantor for any such differences it. The Warrantor guarantees the performance of brand new products manufactured by Warrantor only and exclusively in relation to uses, destinations, applications, tolerances, capacities, etc. that have been expressly indicated by Warrantor and that are incorporated in the contractual documentation (i.e. contract, order’s confirmation, invoice, installation/fitting or use and maintenance manual).
The buyer is not authorised to dispose of the brand new Products supplied to him by the Warrantor in a way which does not conform to the indications described in the previous sub-paragraph and in the instructions given by Warrantor.
Where the buyer intends the said products to be resold, it shall be buyer’s responsibility:

1. to inform the purchasers of the Product from buyer of the correct specifications and uses of the Product;
2. to grant any further periods or extended terms of any warranty provided by buyer only to buyer’s purchasers that exceed the warranty granted to buyer by Warrantor according to paragraph 3.
3. the buyer shall not grant or extend any warranty on behalf of Warrantor to any third party.

7 – Personal injuries and property damages

Warrantor shall indemnify buyer from and against any and all claims, demands, losses, liabilities alleged by third parties relating to personal injuries and property damages suffered as a result of a defective product. In such event, Warrantor will exclusively be responsible within the limits (of deductible), terms and conditions of the product liability insurance policy held by it (a copy of the related insurance declaration is available upon request).
In case of potential damages to third parties that may arise from a defective brand new product, the buyer and Warrantor shall work together in good faith to determine the nature and extent of the appropriate measures to be taken, including recall operations. It is understood that the costs and expenses associated with the recall or other measures shall be paid by Warrantor within the limits, the terms and the conditions set forth in Warrantor’s liability insurance policy, with the exclusion of the costs connected to the locating and retrieving the Products in the market, which will be paid by the Buyer.

1 – Compliance of the brand new products

The original seller of the brand new product (hereinafter referred to as Product) hereby warrants that the Product corresponds in quantity, quality, and type as specified in the sales contract (or, if missing, in the order’s confirmation) for the Product and that the Product is without defects that could render it unfit for the use to which it is intended. The original seller of the Product is identified on the invoice for the Product and is referred to herein as the “Warrantor.”

2 – Extent of the guarantee

The warranty is limited only to defects in a) the design of the Product, b) the materials in the Product or c) the construction of the Product, which can be attributed to the Warrantor. The warranty does not apply in the case where the buyer is unable to prove correct storage and maintenance of the brand new products, or in the case the buyer has modified the Product without the prior written agreement of the Warrantor.
Furthermore, the Warrantor is not liable for defects in the brand new product due to the normal wear and deterioration of those parts of the Product, which by their nature, are subject to rapid and continuous wear and tear (e.g.: lining, etc.).
In general, in no case shall the Warrantor be liable for defects in compliance that arise after the transfer of risk or possession of the Product to the buyer has taken place.
The warranty is valid only when the brand new products are installed, used and maintained in conformity with the warnings and instructions provided by the Warrantor in the instruction manual or other Product literature and in conformity with the applicable laws, standards or regulations existing in the location where the brand new products are used or, in the absence of any applicable laws, standards or regulations, in conformity with the best practices in the applicable industry or trade.

3 – Claims

The buyer is required to check the compliance of the brand new Products and confirm the absence of flaws. The buyer should report any flaws or defects in brand new Products, in the following ways and time. Failure to properly and timely report a defect will void the warranty:

1. Claims for shortage or damages that could have been apparent from an examination of the exterior of the Product’s packaging contents must be reported as soon as the brand new Products arrive at their place of destination or, in any event, , no more than 5 days after that time.
2. Claims relevant to quantity, colour, quality flaws or defects or non-compliance that the buyer should have been able to identify as soon as it took possession of the Product, must be made shortly after the time when the brand new Product arrives at its place of destination or, in any event, no more than 15 days after that time;
3. Hidden flaws, defects or non-compliance (that is, those not identifiable according to the inspection imposed by law and by the preceding subparagraphs) must be reported within 30 days after the discovery or in any event, no more than 5 years from the delivery date.

Claims must be sent by registered letter, addressed to the head office of the Warrantor and must describe in detail the alleged defect, flaw or non-compliance.
In order to preserve this warranty, the buyer must not attempt any disassembly repairs or modifications on the brand new product without the Warrantor’s prior written agreement.
The buyer forfeits and waives its rights under this warranty if the buyer does not consent to every reasonable request of the Warrantor, or if after the Warrantor has requested the return of the defective brand new products at buyer’s own expenses, the buyer fails to return the Product within 5 working days from the request.
In the event that the warranty claim is ultimately determined, in the sole discretion of Warrantor, to be unfounded, the buyer will reimburse the Warrantor all expenses incurred by Warrantor in evaluating the warranty claim (travel, expert valuations, transport expenses etc.).

4 – Remedies

Following a report by the buyer duly made in accordance with the previous point 3, the Warrantor, within a reasonable period depending on the type of claim, may, at Warrantor’s sole reasonable discretion:

a) Supply to the buyer products of the same kind and quantity as those that have been proven to be defective or not in compliance with the contract: in such a case the Warrantor can require the return of the defective product, which becomes property of the Warrantor. Such products will be supplied FCA Warrantor’s facility (Incoterms ® 2020);

b) Communicate in writing the cancellation of the contract and offering a refund of the amount paid for the replaced product;

c) Repair the products proven to be defective at its premises and supply the repaired products to the buyer FCA Warrantor’s facility (Incoterms ® 2020).

No other cost (such as disassembling and/or reassembling of the products, transportation from/to the premises of buyer’s customers, etc.) shall be charged to or paid by the Warrantor, unless previously expressly agreed in writing by the Warrantor.

5 – Limit of seller’s liability

The Warranty provided herein supersedes all legal warranty for defects and compliance, and excludes any other possible liability of the Warrantor, however originating, from the brand new products supplied by Warrantor. In particular, the buyer cannot put forward another claim for compensation in respect of any further damages, request any reduction of the contract price or cancellation of the contract. Once the period of the Warranty has expired no claim can be made against the Warrantor.
In no event shall Warrantor be liable to buyer for any direct, incidental, indirect, consequential or exemplary damages, including without limitation any claim for damages based on lost revenues or profits, however caused.
No exceptions to or modification of this Warranty will be permitted unless expressly and specifically defined and accepted by the parties in writing.

6 – Technical regulations

As far as the brand new product characteristics and specifications are concerned, the Warrantor complies with the legislation and the technical regulations prevailing in Italy and the European Directives, unless otherwise specified in the contractual documentation (i.e. contract, order’s confirmation, invoice, installation/fitting or use and maintenance manual); The buyer assumes the risk of any difference between the European Directives plus the Italian regulations and those of the country of destination, regarding the use or installation of the Products, and indemnifies the Warrantor for any such differences it. The Warrantor guarantees the performance of brand new products manufactured by Warrantor only and exclusively in relation to uses, destinations, applications, tolerances, capacities, etc. that have been expressly indicated by Warrantor and that are incorporated in the contractual documentation (i.e. contract, order’s confirmation, invoice, installation/fitting or use and maintenance manual).
The buyer is not authorised to dispose of the brand new Products supplied to him by the Warrantor in a way which does not conform to the indications described in the previous sub-paragraph and in the instructions given by Warrantor.
Where the buyer intends the said products to be resold, it shall be buyer’s responsibility:

1. to inform the purchasers of the Product from buyer of the correct specifications and uses of the Product;
2. to grant any further periods or extended terms of any warranty provided by buyer only to buyer’s purchasers that exceed the warranty granted to buyer by Warrantor according to paragraph 3.
3. the buyer shall not grant or extend any warranty on behalf of Warrantor to any third party.

7 – Personal injuries and property damages

Warrantor shall indemnify buyer from and against any and all claims, demands, losses, liabilities alleged by third parties relating to personal injuries and property damages suffered as a result of a defective product. In such event, Warrantor will exclusively be responsible within the limits, terms and conditions of the product liability insurance policy held by it (a copy of the related insurance declaration is available upon request).
In case of potential damages to third parties that may arise from a defective brand new product, the buyer and Warrantor shall work together in good faith to determine the nature and extent of the appropriate measures to be taken, including recall operations. It is understood that the costs and expenses associated with the recall or other measures shall be paid by Warrantor within the limits, the terms and the conditions set forth in Warrantor’s liability insurance policy, with the exclusion of the costs connected to the locating and retrieving the Products in the market, which will be paid by the Buyer.

1 – Compliance of the brand new products

The original seller of the brand new product (hereinafter referred to as Product) hereby warrants that the Product corresponds in quantity, quality, and type as specified in the sales contract (or, if missing, in the order’s confirmation) for the Product and that the Product is without defects that could render it unfit for the use to which it is intended. The original seller of the Product is identified on the invoice for the Product and is referred to herein as the “Warrantor.”

2 – Extent of the guarantee

The warranty is limited only to defects in a) the design of the Product, b) the materials in the Product or c) the construction of the Product, which can be attributed to the Warrantor. The warranty does not apply in the case where the buyer is unable to prove correct storage and maintenance of the brand new products, or in the case the buyer has modified the Product without the prior written agreement of the Warrantor.

Furthermore, the Warrantor is not liable for defects in the brand new product due to the normal wear and deterioration of those parts of the Product, which by their nature, are subject to rapid and continuous wear and tear (e.g.: lining, etc.).

In general, in no case shall the Warrantor be liable for defects in compliance that arise after the transfer of risk or possession of the Product to the buyer has taken place.

The warranty is valid only when the brand new products are installed, used and maintained in conformity with the warnings and instructions provided by the Warrantor in the instruction manual or other Product literature and in conformity with the applicable laws, standards or regulations existing in the location where the brand new products are used or, in the absence of any applicable laws, standards or regulations, in conformity with the best practices in the applicable industry or trade.

3 – Claims

The buyer is required to check the compliance of the brand new Products and confirm the absence of flaws. The buyer should report any flaws or defects in brand new Products, in the following ways and time. Failure to properly and timely report a defect will void the warranty:

1. Claims for shortage or damages that could have been apparent from an examination of the exterior of the Product’s packaging contents must be reported as soon as the brand new Products arrive at their place of destination or, in any event, , no more than 5 days after that time.
2. Claims relevant to quantity, colour, quality flaws or defects or non-compliance that the buyer should have been able to identify as soon as it took possession of the Product, must be made shortly after the time when the brand new Product arrives at its place of destination or, in any event, no more than 15 days after that time;
3. Hidden flaws, defects or non-compliance (that is, those not identifiable according to the inspection imposed by law and by the preceding subparagraphs) must be reported within 30 days after the discovery or in any event, no more than 5 years from the delivery date.

Claims must be sent by registered letter, addressed to the head office of the Warrantor and must describe in detail the alleged defect, flaw or non-compliance.
In order to preserve this warranty, the buyer must not attempt any disassembly repairs or modifications on the brand new product without the Warrantor’s prior written agreement.
The buyer forfeits and waives its rights under this warranty if the buyer does not consent to every reasonable request of the Warrantor, or if after the Warrantor has requested the return of the defective brand new products at buyer’s own expenses, the buyer fails to return the Product within 5 working days from the request.
In the event that the warranty claim is ultimately determined, in the sole discretion of Warrantor, to be unfounded, the buyer will reimburse the Warrantor all expenses incurred by Warrantor in evaluating the warranty claim (travel, expert valuations, transport expenses etc.).

4 – Remedies

Following a report by the buyer duly made in accordance with the previous point 3, the Warrantor, within a reasonable period depending on the type of claim, may, at Warrantor’s sole reasonable discretion:

a) Supply to the buyer products of the same kind and quantity as those that have been proven to be defective or not in compliance with the contract: in such a case the Warrantor can require the return of the defective product, which becomes property of the Warrantor. Such products will be supplied FCA Warrantor’s facility (Incoterms ® 2020);

b) Communicate in writing the cancellation of the contract and offering a refund of the amount paid for the replaced product;

c) Repair the products proven to be defective at its premises and supply the repaired products to the buyer FCA Warrantor’s facility (Incoterms ® 2020).

No other cost (such as disassembling and/or reassembling of the products, transportation from/to the premises of buyer’s customers, etc.) shall be charged to or paid by the Warrantor, unless previously expressly agreed in writing by the Warrantor.

5 – Limit of seller’s liability

The Warranty provided herein supersedes all legal warranty for defects and compliance, and excludes any other possible liability of the Warrantor, however originating, from the brand new products supplied by Warrantor. In particular, the buyer cannot put forward another claim for compensation in respect of any further damages, request any reduction of the contract price or cancellation of the contract. Once the period of the Warranty has expired no claim can be made against the Warrantor.
In no event shall Warrantor be liable to buyer for any direct, incidental, indirect, consequential or exemplary damages, including without limitation any claim for damages based on lost revenues or profits, however caused.
No exceptions to or modification of this Warranty will be permitted unless expressly and specifically defined and accepted by the parties in writing.

6 – Technical regulations

As far as the brand new product characteristics and specifications are concerned, the Warrantor complies with the legislation and the technical regulations prevailing in Italy and the European Directives, unless otherwise specified in the contractual documentation (i.e. contract, order’s confirmation, invoice, installation/fitting or use and maintenance manual); The buyer assumes the risk of any difference between the European Directives plus the Italian regulations and those of the country of destination, regarding the use or installation of the Products, and indemnifies the Warrantor for any such differences it. The Warrantor guarantees the performance of brand new products manufactured by Warrantor only and exclusively in relation to uses, destinations, applications, tolerances, capacities, etc. that have been expressly indicated by Warrantor and that are incorporated in the contractual documentation (i.e. contract, order’s confirmation, invoice, installation/fitting or use and maintenance manual).
The buyer is not authorised to dispose of the brand new Products supplied to him by the Warrantor in a way which does not conform to the indications described in the previous sub-paragraph and in the instructions given by Warrantor.
Where the buyer intends the said products to be resold, it shall be buyer’s responsibility:

1. to inform the purchasers of the Product from buyer of the correct specifications and uses of the Product;
2. to grant any further periods or extended terms of any warranty provided by buyer only to buyer’s purchasers that exceed the warranty granted to buyer by Warrantor according to paragraph 3;
3. the buyer shall not grant or extend any warranty on behalf of Warrantor to any third party.

7 – Personal injuries and property damages

Warrantor shall indemnify buyer from and against any and all claims, demands, losses, liabilities alleged by third parties relating to personal injuries and property damages suffered as a result of a defective product. In such event, Warrantor will exclusively be responsible within the limits, terms and conditions of the product liability insurance policy held by it (a copy of the related insurance declaration is available upon request).
In case of potential damages to third parties that may arise from a defective brand new product, the buyer and Warrantor shall work together in good faith to determine the nature and extent of the appropriate measures to be taken, including recall operations. It is understood that the costs and expenses associated with the recall or other measures shall be paid by Warrantor within the limits, the terms and the conditions set forth in Warrantor’s liability insurance policy, with the exclusion of the costs connected to the locating and retrieving the Products in the market, which will be paid by the Buyer.

1 – Compliance of the brand new products

The original seller of the brand new product (hereinafter referred to as Product) hereby warrants that the Product corresponds in quantity, quality, and type as specified in the sales contract (or, if missing, in the order’s confirmation) for the Product and that the Product is without defects that could render it unfit for the use to which it is intended. The original seller of the Product is identified on the invoice for the Product and is referred to herein as the “Warrantor.”

2 – Extent of the guarantee

The warranty is limited only to defects in a) the design of the Product, b) the materials in the Product or c) the construction of the Product, which can be attributed to the Warrantor. The warranty does not apply in the case where the buyer is unable to prove correct storage and maintenance of the brand new products, or in the case the buyer has modified the Product without the prior written agreement of the Warrantor.
Furthermore, the Warrantor is not liable for defects in the brand new product due to the normal wear and deterioration of those parts of the Product, which by their nature, are subject to rapid and continuous wear and tear (e.g.: lining, etc.).
In general, in no case shall the Warrantor be liable for defects in compliance that arise after the transfer of risk or possession of the Product to the buyer has taken place.
The warranty is valid only when the brand new products are installed, used and maintained in conformity with the warnings and instructions provided by the Warrantor in the instruction manual or other Product literature and in conformity with the applicable laws, standards or regulations existing in the location where the brand new products are used or, in the absence of any applicable laws, standards or regulations, in conformity with the best practices in the applicable industry or trade.

3 – Claims

The buyer is required to check the compliance of the brand new Products and confirm the absence of flaws. The buyer should report any flaws or defects in brand new Products, in the following ways and time. Failure to properly and timely report a defect will void the warranty:

1. Claims for shortage or damages that could have been apparent from an examination of the exterior of the Product’s packaging contents must be reported as soon as the brand new Products arrive at their place of destination or, in any event, no more than 5 days after that time.
2. Claims relevant to quantity, colour, quality flaws or defects or non-compliance that the buyer should have been able to identify as soon as it took possession of the Product, must be made shortly after the time when the brand new Product arrives at its place of destination or, in any event, no more than 15 days after that time;
3. Hidden flaws, defects or non-compliance (that is, those not identifiable according to the inspection imposed by law and by the preceding subparagraphs) must be reported within 30 days after the discovery or in any event, no more than 2 years from the delivery date.

Claims must be sent by registered letter, addressed to the head office of the Warrantor and must describe in detail the alleged defect, flaw or non-compliance.
In order to preserve this warranty, the buyer must not attempt any disassembly repairs or modifications on the brand new product without the Warrantor’s prior written agreement.
The buyer forfeits and waives its rights under this warranty if the buyer does not consent to every reasonable request of the Warrantor, or if after the Warrantor has requested the return of the defective brand new products at buyer’s own expenses, the buyer fails to return the Product within 5 working days from the request.
In the event that the warranty claim is ultimately determined, in the sole discretion of Warrantor, to be unfounded, the buyer will reimburse the Warrantor all expenses incurred by Warrantor in evaluating the warranty claim (travel, expert valuations, transport expenses etc.).

4 – Remedies

Following a report by the buyer duly made in accordance with the previous point 3, the Warrantor, within a reasonable period depending on the type of claim, may, at Warrantor’s sole reasonable discretion:

a) Supply to the buyer products of the same kind and quantity as those that have been proven to be defective or not in compliance with the contract: in such a case the Warrantor can require the return of the defective product, which becomes property of the Warrantor. Such products will be supplied FCA Warrantor’s facility (Incoterms ® 2020);

b) Communicate in writing the cancellation of the contract and offering a refund of the amount paid for the replaced product;

c) Repair the products proven to be defective at its premises and supply the repaired products to the buyer FCA Warrantor’s facility (Incoterms ® 2020).

No other cost (such as disassembling and/or reassembling of the products, transportation from/to the premises of buyer’s customers, etc.) shall be charged to or paid by the Warrantor, unless previously expressly agreed in writing by the Warrantor.

5 – Limit of seller’s liability

The Warranty provided herein supersedes all legal warranty for defects and compliance, and excludes any other possible liability of the Warrantor, however originating, from the brand new products supplied by Warrantor. In particular, the buyer cannot put forward another claim for compensation in respect of any further damages, request any reduction of the contract price or cancellation of the contract. Once the period of the Warranty has expired no claim can be made against the Warrantor.
In no event shall Warrantor be liable to buyer for any direct, incidental, indirect, consequential or exemplary damages, including without limitation any claim for damages based on lost revenues or profits, however caused.
No exceptions to or modification of this Warranty will be permitted unless expressly and specifically defined and accepted by the parties in writing.

6 – Technical regulations

As far as the brand new product characteristics and specifications are concerned, the Warrantor complies with the legislation and the technical regulations prevailing in Italy and the European Directives, unless otherwise specified in the contractual documentation (i.e. contract, order’s confirmation, invoice, installation/fitting or use and maintenance manual); The buyer assumes the risk of any difference between the European Directives plus the Italian regulations and those of the country of destination, regarding the use or installation of the Products, and indemnifies the Warrantor for any such differences it. The Warrantor guarantees the performance of brand new products manufactured by Warrantor only and exclusively in relation to uses, destinations, applications, tolerances, capacities, etc. that have been expressly indicated by Warrantor and that are incorporated in the contractual documentation (i.e. contract, order’s confirmation, invoice, installation/fitting or use and maintenance manual).
The buyer is not authorised to dispose of the brand new Products supplied to him by the Warrantor in a way which does not conform to the indications described in the previous sub-paragraph and in the instructions given by Warrantor.
Where the buyer intends the said products to be resold, it shall be buyer’s responsibility:

1. to inform the purchasers of the Product from buyer of the correct specifications and uses of the Product;
2. to grant any further periods or extended terms of any warranty provided by buyer only to buyer’s purchasers that exceed the warranty granted to buyer by Warrantor according to paragraph 3.
3. the buyer shall not grant or extend any warranty on behalf of Warrantor to any third party.

7 – Personal injuries and property damages

Warrantor shall indemnify buyer from and against any and all claims, demands, losses, liabilities alleged by third parties relating to personal injuries and property damages suffered as a result of a defective product. In such event, Warrantor will exclusively be responsible within the limits, terms and conditions of the product liability insurance policy held by it (a copy of the related insurance declaration is available upon request).
In case of potential damages to third parties that may arise from a defective brand new product, the buyer and Warrantor shall work together in good faith to determine the nature and extent of the appropriate measures to be taken, including recall operations. It is understood that the costs and expenses associated with the recall or other measures shall be paid by Warrantor within the limits, the terms and the conditions set forth in Warrantor’s liability insurance policy, with the exclusion of the costs connected to the locating and retrieving the Products in the market, which will be paid by the Buyer.

LIMITED TWENTY-FOUR MONTH WARRANTY

For ULTRASONIC SMART METERS (“Product”)

(for United States and Canada)

WARRANTOR. The Limited Warranty provided herein is given by the entity that actually designed, manufactured or sold the Product to which this Limited Warranty applies (which will be either Cavagna North America, Inc. or Mesura Metering S.r.l.). The other entity is listed herein for convenience only, and is not sharing any warranty obligations of the entity providing this Limited Warranty. The entity providing this Limited Warranty is referred to herein as “The Warrantor”.

ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OF TRADE, BY STATUTE OR OTHERWISE, IS HEREBY STRICTLY LIMITED TO THE TERMS OF THIS WRITTEN WARRANTY.

COVERAGE. Each new Product purchased directly from The Warrantor will be free from defects in original material and workmanship for a period of twenty-four (24) months from the date of sale of The Product, as shown on the invoice for that particular Product, to the entity to which Warrantor first sold The Product (hereinafter referred to as “The Purchaser”). The sole and exclusive remedy of The Purchaser under this Limited Warranty for alleged defects in a Product shall be the repair or replacement, in Warrantor’s sole discretion, of the defective Product, or a part or component of The Product.

NOT COVERED. This Limited Warranty does not apply to, and Warrantor shall have no liability or responsibility in respect of, damages or expenses relating to defects caused by or arising out of:

• the failure to properly store, specify, use, install or maintain The Product as, for example, as specified in the warranty booklet, service booklet, drawings, manuals or other literature supplied by Warrantor, including but not limited to Warrantor’s website or advertising brochures or in accordance with any applicable laws, regulators or standards;
• any Product purchased from any entity other than Warrantor;
• alteration, change, or modification of The Product, including its subcomponents, parts or assemblies;
• the cost to remove, disassemble, reinstall or dispose of components of a different or larger item or system that require removal to access The Product;
• accidents, misuse, abuse, abnormal use, improper use, negligent use, wilful misconduct, lack of reasonable or proper maintenance, repairs improperly performed or replacement parts or accessories not conforming to Warrantor’s specifications, use exceeding the recommended and permitted limits of The Product, and/or wear or deterioration;
• any representation or implication relating to estimated performance characteristics of The Product, including but not limited to representations made in Warrantor’s product literature, on Warrantor’s website, marketing materials, advertisements and technical specifications;
• any defect or non-conformity that has not been timely and promptly communicated in writing to Warrantor as provided herein, and in all cases, no more than thirty (30) days from the discovery thereof;
• any damage, cost or expense caused by Act of God; or
• loss of time, loss of use, loss of revenue, lost profits, loss of opportunity, inconvenience, costs related to procuring any substitute product, any direct, incidental or consequential damages arising out of or related to the non-use of the Product or system in which the Product is installed, while the Product is being repaired or otherwise not available, or other matters not specifically covered hereunder.

PROCEDURE. To obtain warranty service for The Product, under this Limited Warranty, The Purchaser’s specific and detailed claim must be reported to the Warrantor within thirty (30) days from the date The Purchaser had notice of or should have had knowledge or notice of the alleged defect to The Purchaser and within the applicable warranty period.

For all Warranty claims accepted by The Warrantor, the Warrantor shall, in Warrantor’s sole discretion, within a reasonable time:

(a) Repair The Product or any subcomponent thereof;

(b) Supply FCA (Incoterms 2020 Warrantor premises) to The Purchaser a replacement product of the same type, kind and/or quality as The Product; or

(b) Refund to The Purchaser the actual purchase price of The Product for which The Warranty claim was made, such refund being provided in the form of a credit towards a future order placed by The Purchaser within The Warrantor.

Warrantor must approve, in advance and in writing, all repairs or replacements covered under or performed pursuant to this Limited Warranty. Any warranty repairs or service must be performed exclusively by Warrantor or other authorized representative of Warrantor or by another servicing facility pre-approved in writing by Warrantor. The Purchaser is responsible for all expenses associated with locating The Product(s) in the market, transporting the product(s) and/or defective part(s) to and from the service location. Acceptance of any Limited Warranty claim is not an admission that any Product or any of its component parts are defective. The Warrantor will not accept any Warranty claims directly from any third party to whom/which Purchaser may have leased, sold or otherwise provided The Product. The Purchaser forfeits any rights it may have under this Limited Warranty if The Purchaser does not return The Product to Warrantor, at the Purchaser’s expense, within five (5) days of The Warrantor’s request, or otherwise follow the procedure described herein. In the event that Purchaser submits a warranty claim that, in the sole reasonable discretion of The Warrantor, is unfounded, The Purchaser shall reimburse The Warrantor all reasonable costs incurred by The Warrantor in evaluating The Warranty claim.

LIMITATION OF DAMAGES. Except as expressly provided by this Limited Warranty, Warrantor SHALL NOT BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ASSOCIATED WITH THE USE OR NON-USE OF THE PRODUCT OR A CLAIM UNDER THIS AGREEMENT, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT OR OTHERWISE. The foregoing statements of warranty are exclusive and in lieu of all other remedies or damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so this limitation or exclusion may not apply to you. This Agreement shall be the sole and exclusive remedy available to The Purchaser or any third party with respect to This Product. In the event of any alleged breach of any warranty or any legal action brought by The Purchaser or any third party, based on breach of warranty alleged negligence or other tortious conduct by Warrantor, The Purchaser’s or third party’s sole and exclusive remedy will be the repair or replacement of any defective Product as stated herein. In no event shall the liability of The Warrantor exceed the purchase price of The Product.

DISCLAIMER. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OF TRADE, BY STATUTE OR OTHERWISE, IS HEREBY STRICTLY LIMITED TO THE TERMS OF THIS WRITTEN WARRANTY. No dealer and no other agent, representative or employee of Warrantor is authorized to modify, extend or enlarge this Limited Warranty.

TRANSFER OF THE PRODUCT OR LIMITED WARRANTY. The Limited Warranty is not transferrable to any third party.

APPLICABLE LAW. Any and all claims or disputes of whatever nature arising out of or otherwise relating to this Limited Warranty shall be governed by and construed in accordance with the laws of the State of New Jersey only, and the parties expressly acknowledge and irrevocably agree that the sole and exclusive venue for and jurisdiction over any such claim or dispute shall be the courts of Somerset County, New Jersey to the exclusion of the jurisdiction of the courts of any other place, without giving effect to choice of law principles and without giving effect to the United Nations Convention regarding contracts for the International Sale of Goods (which the parties expressly exclude).

OTHER RIGHTS. Your acceptance of delivery of The Product constitutes your acceptance of the terms of this Limited Warranty. This Limited Warranty gives you specific legal rights, and you may also have other rights which vary from state to state. If any term or provision of this Limited Warranty is invalid or unenforceable under any local, state, or federal law, statute, judicial decision, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule and the remaining provisions of this Limited Warranty shall remain in full force and effect.

ENTIRE AGREEMENT. This document contains the entire Limited Warranty given by Warrantor in respect of The Product and there are no terms, promises, conditions or warranties regarding The Product other than those contained herein. Warrantor specifically does not authorize any person to extend the time, scope, terms or conditions of this Limited Warranty or to create or assume for Warrantor any other obligation or liability with respect to the Product or other products designed, manufactured or sold by Warrantor. All terms of this Limited Warranty are contractual and not mere recitals, and constitute material terms of this Limited Warranty.

SERVICE LIFE: The Service Life of The Product will vary depending on conditions of use, environment of use, application of The Product, and other factors outside of the control of The Warrantor. The Product must be replaced before the expiration of The Product’s Service Life.