General Conditions of CAME Parkare Group SLU

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1.1 This document is addressed to direct customers (hereinafter "Customers") of CAME PARKARE Group SLU (hereinafter "Parkare").
1.2 This document is intended to define the provisions that will govern all sales and / or installation contracts and / or services and / or licenses stipulated between Parkare and each Customer (hereinafter "General Conditions"). 
1.3 Contracts subject to the General Conditions have as their object all the products of the "Parkare" brand (hereinafter "Products"). Unless otherwise specified, for the purposes of these General Conditions, the term Product also refers to any installation services and Licensed Software in favor of the Customer (Article 12)
1.4 In no case, the General Conditions may constitute a direct offer of Parkare, nor may they compromise or bind Parkare in any way against third parties.
1.5 The General Conditions shall be attached to the economic offer and, if applicable, to the particular conditions, in which the specific terms and conditions of the contract (hereinafter jointly "Particular Conditions") shall be indicated. In case of discrepancy between the General Conditions and the Particular Conditions, the latter will prevail.


2.1 The General Conditions shall come into force on the date of its signature by the Customer, together with the Particular Conditions.
2.2 The offers that Parkare presents to Customers will remain valid for a maximum period of 30 (thirty) days from the date of dispatch of the same, unless different terms are specified in the Particular Conditions.


3.1 Orders, once signed by the Customer, cannot be canceled or modified without the prior written confirmation of Parkare. In case of cancellation of the order confirmed by Parkare, it will satisfy the Customer the following amounts:
i) in case of cancellation received before the production of the Products: a penalty of 10% of the Price indicated in the confirmed order.
(ii) in case of cancellation received after the products are put into production: a penalty of 10% + all costs borne by Parkare until cancellation ;.
For the purposes of the foregoing, reference is made to the time of Parkare's receipt of the Customer's written request for cancellation of the order.
3.2 In the event that the Customer changes the order, Parkare reserves the right to reject such modifications and to cancel the original order.
3.3 Except as otherwise provided in the Specific Conditions, the delivery date of the Products specified in the orders shall always be of indicative value only and any delays with respect to such date shall not give rise to any compensation or indemnification or terminate the contract. In particular, Parkare reserves the right to postpone the delivery dates and to cancel the order due to force majeure or events that do not depend on its will: changes in the legal situation of the Customer, difficulties in the supply of raw materials and components.


4.1 The Products are shipped conform to INCOTERMS 2010 Ex - Works at the production center or at Parkare's registered address (hereinafter "Delivery").
4.2 The transmission of the risk occurs from the moment of delivery of the Products by Parkare to the Customer, who will also bear the transportation costs, unless different terms have been agreed with Parkare.
4.3 Unless otherwise agreed, Parkare will manage, on behalf of and for Customer's account, the type of transportation, the transportation route and the carrier.
4.4 Parkare reserves the right to effectuate executions or partial deliveries of orders. All partial Deliveries will be invoiced separately and the payment dates will count as of the date of each invoice. The payment of the partial Deliveries cannot be deferred until the total completion of the Deliveries of the original order. In the case of partial deliveries, the provisions of Article 4.1 shall also apply.


5.1 The price of the Products refers to that indicated in the Particular Conditions, including ordinary packaging, VAT not included (hereinafter "Price"). The Prices are always expressed in Euros (€)
5.2 Parkare reserves the right to modify the Price specified in the listings, without prior notice to Customers. However, the Price will always be indicated in the Particular Conditions.


6.1 The payment of the Price and, as the case may be, of the other amounts must be made within the period established in the Particular Conditions. Without prejudice to additional responsibilities, failure to pay within the established period will lead to default interest at the legal rate. These interests will start counting from the expiration of the established payment term and will be payable before or at the time of the third payment request by Parkare.
6.2 Any claims relating to one or more lots of Product will not authorize the Customer to suspend payments. The Customer may not file claims or make exceptions against Parkare until he has previously paid the Price and all other unpaid amounts ("solve et repete").
6.3 In case of irregularities in payments, Parkare reserves the right to (without prior notice and without generating any right to compensation for damages of the Customer):
i) block all orders as well as all deliveries in progress,
ii) revoke the License pursuant to art. 12.3 activating the blocking of Licensed Software.
6.4 In the case of a split payment, if the Customer delays payment of 2 (two) consecutive installments, or more than 1/10 of the total amount, Parkare shall be entitled to demand a suitable guarantee, as well as to cancel the order, with the consequent return of the Products and compensation for the damage suffered.


7.1 All claims must be made in writing by the Customer within 6 months of receipt of the Products. In the event that the Order also has installation works by Parkare, the provisions of article 10. 
7.2 Returns of the Products delivered will be accepted by Parkare only upon prior agreement in writing and exclusively of new Products and with the original packaging. 
7.3 Returns must be made within 15 (fifteen) days of receipt of the Products and must be accompanied by the corresponding returned goods transport document, which includes the written authorization of Parkare regarding the return in question as well as quantity and quality of the Products. 
7.4 Returns may not be considered accepted by Parkare if they are not carried out in accordance with the modalities specified above, and in particular, the acceptance of returns cannot be considered to be valid for the receipt of Products at Parkare's headquarters or warehouses which are not accompanied by the corresponding documentation.


8.1 Parkare accepts a 12 month warranty on the Products, unless different terms have been provided in the Particular Conditions. The warranty period will start counting from the date of delivery of the Products or the signing of the Receipt Act in accordance with the provisions of art. 10.
8.2 The warranty covers only production defects attributable to the manufacturer Parkare, and will not apply to damages arising as a result of the natural wear and tear caused by the use of the Products. In connection with Licensed Softwares, Parkare exclusively guarantees the conformity of the same with the technical specifications stipulated with the Customer as well as the existence of the technical characteristics indicated in the documentation and in the technical manuals prepared by Parkare. Any other type of guarantee should be considered excluded.
8.3 Parkare guarantees to the Customer:
• That all Products comply with the specifications established, that they are adapted to the purpose for which they are destined and that they adhere to the required quality requirements;
• The supply of spare parts in accordance with the applicable legal terms.
8.4 The guarantee is excluded in case of damages resulting from:
• Customer's improper or misused use of the Products;
• factors outside the Products (atmospheric agents, weather, fires, floods, impact of a vehicle, vandalism, chemical, electrical or electrochemical causes, force majeure);
• work carried out by the Customer or by third parties and not by personnel authorized by Parkare;
• pre-existing or subsequent installations that have not been performed by Parkare;
• inadequate premises for the installation and maintenance of the Products;
• use and / or repair and / or replacement of equipment or materials not supplied by Parkare but included in the installation of the Products.
8.5 The guarantee will not be accepted if:
• Modifications or updates of the Licensed Software and / or parameter changes (tariffs, schedules, etc.) that have not been made by Parkare;
• loss of information stored in the system's computer support and / or its deterioration as a result of improper use.
• consumables (like tickets and paper rolls)
• materials subject to wear (magnetic cards, magnetic heads, printing heads, mechanical moving parts, etc.), where the origin of the failure is a consequence of such natural wear and tear.
8.6 In the event that an Internet connection is necessary for the control systems of the Products, Parkare does not assume any warranty or responsibility for the possible consequences of the lack of security or control procedures of the accesses to the connection by the Customer or third parties. The Customer is responsible for ensuring that the control systems of the Products and databases are adequately protected to ensure the correct operation of the entire system.
8.7 The warranty is limited to repair or replacement of the Products, at Parkare's discretion. The Customer cannot claim compensation for direct and / or indirect damages, loss of profits, or loss of production. Unless otherwise agreed, all transportation costs for Products that must be repaired or repaired, even if covered by the warranty, shall be borne by Customer. 
8.8 In the case of claims relating to software not owned by Parkare, the same warranty conditions applied by the licensor will apply. 
8.9 Returned Products that, after verification, work correctly or are irreparable, will be returned to the Customer, who must bear the costs of technical verification and transportation. 
8.10 The information provided in catalogues and / or brochures relating to the Products shall be of a purely indicative value and shall not be binding on Parkare. 


9.1 By express agreement, the Products will be owned by Parkare until the Customer pays the entire Price, regardless of who hold the Products. The transportation costs and expenses necessary for the recovery of the Products as well as the extraordinary expenses and the reimbursable expenses will be borne by the Customer.
9.2 Parkare reserves the right to register the contract with the Customer in the Registry of Furniture Goods and the Customer hereby undertakes to provide and sign all necessary documents in such terms.


10.1 Preconditions to consider for the installation of the Product.
For the installation of the Product in the car park (the Site), the Customer shall take into account the particular following circumstances linked to the place for its installation:
10.1.1. Access Terminals. The Product complies with current reference regulations. If the Product is going to be installed in a place with different conditions respect those which it was designed for (for example adverse weather conditions), the Customer shall inform Parkare’s commercial department, which will check the suitability of the equipment to be supplied and, if applicable, integrate in the offer the complementary needed elements, by agreement with the Customer. It remains understood that should the Customer does not communicate promptly these circumstances to Parkare, in no case Parkare will be held liable to the Customer for any raised damages or malfunctions, without prejudice to the exclusion of guarantee under article 8.4.  
10.1.2. POFs. The Pay on Food machine shall be installed in an area sheltered and protected from rain, snow, dust or other elements. If necessary, elements such as canopies and side panels should be installed to protect it from adverse weather and environmental agents. The contracting and installation of them will be the responsibility and on behalf of the Customer, unless it is expressly offered by Parkare. It remains understood that Parkare will not be held liable to the Customer for any damages or malfunctions arising from the lack of installation of protective elements by Customer’s will, without prejudice to the exclusion of guarantee under article 8.4.  
10.2 When the Particular Conditions so require, Parkare will carry out the installation works of the Products, organizing all the labor, the materials and the necessary resources, at their own risk.
Parkare will start the installation work only after receiving confirmation from the Customer that all preliminary works have been carried out correctly (Site Availability Report).
Parkare reserves the right to suspend the installation in the event that it is found that the preliminary works essential for the successful completion of the installation have not been carried out and/or are deficient. In this case, the Customer will not be able to charge Parkare for any costs or claim any reimbursement, nor will he be able to charge Parkare for any delay in the execution of the Work.
Parkare shall be entitled to recover from the Customer any additional costs incurred as a result of the deficiencies found in the preliminary work.
10.3 In the case of delays in delivery affecting all or part of the order, arising from external causes not attributable to Parkare, it will have the right, after notifying the Customer, to carry out the Delivery, invoicing, and consequent request for payment of the Products affected by the delay. The invoicing and payment of any other work or services concerned (installation, commissioning, training, etc.) will be carried out after these have been carried out. In this case, Parkare reserves the right to apply price increases for suspended jobs, depending on the increase in costs resulting from such suspension.
The Guarantee corresponding to the devices that have not been installed shall commence once the suspended work has been completed, with a maximum of 6 months from the date of the Reception Record (art. 10.5); in any case, if this date is reached without the work having been completed, the Guarantee period shall necessarily commence.
10.4 Any causes of force majeure (strikes, lack of raw materials, fire, earthquakes, etc.) shall lead to a postponement of the agreed delivery dates, subject to prior notification to the Customer.
10.5 Once the installation of the Products has been completed, the Customer will sign the receipt ("Reception Record") that will specify the Products delivered and the date of acceptance. The Acceptance Certificate will have a value of acceptance of the work for all valid effects and from the date of its signature will start counting the warranty period (article 8) and Parkare will invoice the entire Price, or the part of the Price that has not yet been invoiced, in accordance with the provisions of the Particular Conditions.
Unless specific claims from the Customer (to be dealt with in accordance with art.10.6), the works will be considered accepted even in the absence of signing the Receipt Act, within a period of 7 days counting from the delivery of the Products (installed if applicable), or from the start of the use of the same for their normal operation, whichever occurs first. In this case, Parkare will invoice the full Price, or the part of the Price that has not yet been invoiced, and the guarantee period will begin to run.
10.6 In the event of, at the end of the installation, it is necessary to complete some minor applications or correct some anomalies, of the system, which do not impede or restrict its normal use by the Customer, a provisional Acceptance Certificate will be signed, and the normal use of the delivered equipment shall commence. With the signing of the provisional Acceptance Certificate, the guarantee period will begin to run (art. 8) and Parkare will invoice the entire Price, or the part of the Price that has not yet been invoiced. 
The works to rectify the declared anomalies will be carried out within the coverage of the Guarantee and once the anomalies have been rectified, the final Acceptance Certificate will be signed.
10.7 Any defect or anomaly that is identified from the signing of the Acceptance Certificate (or provisional acceptance, as the case may be) will be communicated to Parkare for its resolution within the coverage of the Guarantee (art.8) and will under no circumstances entitle the Customer to an extension of the guarantee period or the suspension of any of the payments pending to be made by the Customer.


11.1 Without prejudice to the provisions of art. 12.7 further, Customer is aware of the fact that Licensed Products and Software (article 12) are protected by a patent and are the subject of know-how and designs exclusively owned by Parkare.
11.2 The Customer is expressly prohibited from infringing these rights and in any case, the Customer may not in any way remove, delete or alter the marks or other distinctive signs or acronyms of any kind, which are located in the Products, new ones, whatever their nature. On the other hand, any form of reproduction or use of the Parkare brand or any other distinctive sign present in the Products is prohibited, unless authorized by Parkare.
In the case of carrying out commercial marketing activities using the Products, the Customer undertakes not to promote products of companies that are directly in the Parkare competition.
11.3 In the event that the Customer receives a claim for the alleged infringement of industrial and / or intellectual property rights relating to the Products, he shall be obliged to notify Parkare in writing of such circumstance immediately.
11.4 Any liability of Parkare for any infringements of industrial and / or intellectual property rights of third parties, arising from causes imputable to the Customer, is excluded, such as, for example:
- unauthorized modifications of the Products.
- improper use of the Products and / or other than the purpose for which the Products were designed and conceived.
- use of the Products in combination with devices or devices that have not been supplied by Parkare or in an operating environment other than the Specified Operating Environment.
11.5 Parkare's liability for direct damages, arising from infringement of third-party intellectual property rights, shall in no case exceed the Product Price and / or license fee. In no case will Parkare be held liable to the Customer for any indirect damages.
11.6 The Customer explicitly authorizes Parkare to use, free of charge, photographs and / or videos of Products installed for advertising marketing and reference purposes.


12.1 The order of the Products may also be directed to software owned by Parkare or third-party companies, for which Parkare grants the Customer an exclusive, non-transferable license for payment (hereinafter "License"). The price and duration of the License will be indicated in the Particular Conditions.
12.2 For the purposes of these General Conditions and the License, the following definitions shall be used:
- "Software" refers to instructions or database in readable form by computer and / or paper format.
"Licensed Software" means the software subject to the Parkare License in favor of the Customer.
- "Designated Machine" means the Parkare Product in which the Licensed Software will be installed.
- "Specified Operating Environment" means the format for the Products, equipment and programs for which the Licensed Software has been designated as operating.
12.3.1 without prejudice to the provisions of art. 12.7, Parkare is the exclusive owner of the Licensed Software as well as the copies, adaptations, upgrades, updates or modifications, updates, or modifications, even if they have been generated by the Customer or by a previously authorized third party.
Parkare will provide Customer with the necessary documentation and user manuals for use of the Licensed Software.
12.3.2 The Customer acknowledges and agrees that the License does not entail any proprietary rights to the Licensed Software, which remains, therefore, the exclusive property of Parkare.
12.3.3 Copies of the Licensed Software are permitted for archival and / or security purposes only.
12.3.4 In case of inability to use the Licensed Software on the Designated Machine due to improper operation of the Designated Machine, the Licensed Software may be temporarily transferred to another computer system only during the period of failure of the Designated Machine.
12.3.5 It is prohibited to install Licensed Software on more than one system.
12.3.6 It is prohibited to decompile, disassemble, reverse engineer, modify the programming lines of the object codes and / or sources of the Licensed Software or any part thereof, in infringement of Copyright or license rights property of Came Parkare or Companies part of CAME Group. 
12.3.7 Any reproduction of the Licensed Software or any part thereof, except for backups or temporary installation (article 12.3.3) requires the written authorization of Parkare.
12.3.8 The Customer may not assign, transfer or subrogate the License to any third party without the prior written consent of Parkare.
12.3.9 The Customer agrees to use the Licensed Software solely for the purpose of operating the Designated Machine.
12.3.10 The data and information provided by Parkare in the scope of the License are confidential and are owned by Parkare. The Customer is obliged not to reproduce, disseminate or copy such information without Parkare's prior consent.
12.3.11 The Customer is solely responsible for the use of the Licensed Software and its possible combination with other programs not supplied by Parkare.
12.4.1 The Licensed Software is subject to the warranty conditions under art. 8.2.
12.4.2 The warranty will only apply if the Licensed Software is used in the correct Specified Operating Environment. Parkare does not guarantee that the Licensed Software may be used in all combinations selected by the Customer, nor that its operation fully meets its needs, nor that it is free of errors derived from such combinations.
12.5.1 Parkare reserves the right to modify and update the Licensed Software in order to obtain greater functionality of the Licensed Software.
12.5.2 In the event of updates or modifications, Parkare will notify the Customer, in case it is of interest, mentioning the Prices applicable to new updates and / or modifications.
12.5.3 In the event that Customer rejects such updates or modifications, Parkare shall not be liable for any malfunction of the Licensed Software and / or the Designated Machine.
The Customer may communicate the will to desist the License by sending a certified document with acknowledgment of receipt with a notice of sixty (60) days.
In such case, the Customer will be obliged to pay the fees due until the end of the period of notice and cannot receive the refund of the License fee.
Notwithstanding the foregoing, the obligations arising from the General Conditions shall remain in force.
Software licenses owned by third parties will be governed by the licensor's license conditions. Parkare's liability for any breaches by the Customer is excluded


The omission or delay in payment, even partial, of the Price by the Customer, will result in the termination of the purchase agreement and / or installation and / or services and / or License, generating Parkare's right to request the Customer compensation of the data suffered, in addition to the return of the Products of which the Customer has not paid the price of the Price.
In such case, the contract will be deemed terminated with immediate effect at the moment the Customer receives notice of Parkare's willingness to apply this stipulation. All this without prejudice to Parkare's right to compensation for all damages suffered.


14.1 Contracts entered into in accordance with the General Conditions shall be subject to and shall be interpreted in accordance with Spanish law, excluding any other legislation.
14.2 Any controversy that arises with respect to the contracts of purchase mentioned above will be subject to the Spanish jurisdiction and will be remitted to the exclusive jurisdiction of the courts of Barcelona (Spain). In any case, Parkare reserves the right to take the Customer to the courts of the country in which the Customer has its registered office, in accordance with the applicable material and procedural rules.