Terms of service

Terms and Conditions

COVEME AMERICA, INC.

GENERAL TERMS AND CONDITIONS OF SALE

Effective Date: 31/03/2026 | Last Updated: 31/03/2026



1. General Terms and Conditions of Sale

1.1 These General Terms and Conditions of Sale ("GCS") govern the sale and supply of Products by Coveme America, Inc. ("Coveme America") to the Customer. They define the terms, methods, and conditions applicable to all current and future Purchase Orders and supply agreements between the Parties, and also aim to facilitate the handling of any complaints.

1.2 By submitting a Purchase Order, the Customer acknowledges and accepts that these GCS are an essential and integral element of each transaction, and agrees to comply with them in full.

1.3 These GCS are deemed known and tacitly accepted by the Customer upon placement of a Purchase Order or, at the latest, upon collection or receipt of the Products.

1.4 These GCS are the exclusive conditions under which Coveme America, and other companies of the same group (unless otherwise agreed in writing), are willing to transact. Any general conditions of the Customer, including purchase conditions, shall not be binding on Coveme America and shall not supersede these GCS, which shall prevail in all cases.



2. Definitions

The following terms, when used in these GCS, shall have the meanings set out below:



Confidentiality Agreement

The confidentiality agreement between the Parties protecting Confidential Information, supplementing these GCS.

Customer

The natural or legal person who issues a Purchase Order and accepts these GCS.

General Conditions / GCS

These General Terms and Conditions of Sale.

Order Confirmation

Written confirmation issued by Coveme America accepting the Customer's Purchase Order. The Contract is binding on Coveme America only upon issuance of the Order Confirmation.

Force Majeure

An unforeseeable and/or exceptional event beyond the Parties' control rendering performance impossible or excessively burdensome, including (without limitation): directives of public authorities (US or foreign), strikes, boycotts, lockouts, fires, war (declared or undeclared), riots, revolutions, requisitions, embargoes, energy blackouts, delays in delivery of components or raw materials, explosions, natural disasters, earthquakes, floods, epidemics, pandemics, or other unpredictable impediments of comparable gravity.

Confidential Information

Any information transmitted verbally, in writing, or through any medium — including product samples, materials, prototypes, data, test results, analyses, evaluations, studies, knowledge, concepts, documents, images, projects, designs, methods, formulas, processes, systems, inventions (patentable or not), know-how, software, IT applications, commercial strategies, customer and supplier lists, discounts, and tariffs — communicated by Coveme America to the Customer, whether or not expressly designated as confidential.

Processing

All procedures related to the processing of the Products.

Know-How

All technical and technological knowledge, instructions, and qualitative requirements concerning the Products, Technology, and Processing, owned by Coveme America, regardless of registration of intellectual property rights.

Purchase Order

Each written request transmitted by the Customer to Coveme America (by email or via the e-commerce platform) for the purchase of Products. It must include: Customer references, Product code and designation, quantity, price or reference to agreed price lists, payment terms, and delivery date and place.

Parties

Coveme America and/or the Customer.

Products

The goods covered by the Contract, as specified in the Purchase Order and confirmed in the Order Confirmation.

Technology

The technological solution related to the Products and/or Processing owned by Coveme America, regardless of intellectual property registration.



3. Purchase Orders and Order Confirmation

3.1 A Purchase Order shall be binding on Coveme America only upon issuance of a written Order Confirmation through Coveme America's system.

3.2 The Customer may revoke, cancel, or modify a Purchase Order within twenty-four (24) hours of the Order Confirmation. A restocking fee may apply. No cancellations or modifications shall be accepted after this period.



4. Shipping and Delivery

4.1 Coveme America will make commercially reasonable efforts to deliver Products within the timeframe agreed with the Customer. However, all delivery dates in the Order Confirmation are non-binding estimates. Coveme America shall not be liable for any delay in delivery.

4.2 Risk of loss and damage passes to the Customer upon delivery. Coveme America shall not be responsible for any delay, loss, breakage, or damage occurring after Products have been delivered in good condition to the carrier. In the event of loss or damage during transportation, the Customer must promptly note the complaint on the shipping documents at the time of delivery.

4.3 Coveme America's liability for damages arising from early, delayed, or non-delivery — in whole or in part — is expressly excluded.



5. Prices and Payment

5.1 The Customer shall pay the price specified in the Order Confirmation, within the terms and by the methods set forth therein. Payment terms are of the essence.

5.2 Coveme America reserves the right to modify Product prices at any time without notice and without obligation to provide justification. However, the price applicable to any specific Purchase Order shall be that confirmed in the Order Confirmation and/or the Payment Platform.

5.3 The Customer is required to make payment in full even in the event of a dispute or complaint regarding the Products, without the right to suspend, defer, or set off payment against any claim.



6. Transfer of Ownership

6.1 Ownership of the Products shall transfer to the Customer at the time of delivery, in accordance with the agreed delivery terms. Risk of loss transfers at the same time.



7. Warranties, Quality, and Technical Specifications

7.1 The Customer acknowledges that it has independently assessed the suitability of the Products for its intended application. If the Products prove unsuitable for the Customer's specific use, the Customer remains obligated to pay the agreed purchase price.

7.2 Coveme America warrants only that the Products conform to the Technical Data Sheets (TDS) provided to the Customer. No other representations or warranties — express or implied — are made, including any implied warranty of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.



8. Customer Obligations Upon Receipt — Complaints

8.1 Upon receipt, the Customer is responsible for promptly inspecting the Products for tampering, damage, defects, quality issues, or discrepancies, including those attributable to transport. Any such issues must be noted immediately on the shipping documents.

8.2 Any complaint or notice of defect must be submitted to Coveme America in writing, within the Product's shelf-life period, and must include:

  • The serial number of the alleged defective or non-conforming Product;

  • A description and supporting evidence of the issue encountered;

  • The applicable Purchase Order number.

Failure to provide the required information or to comply with applicable deadlines will result in the complaint being deemed inadmissible.

8.3 Coveme America will not accept any Product returns unless previously authorized in writing.

8.4 The Customer acknowledges that the remedies set forth in this Article and in Article 9 constitute its exclusive remedies and replace any other liability, representation, or warranty of Coveme America — whether express or implied — with respect to the Products.



9. Limitation of Liability

9.1 Even if a non-conformity or defect is confirmed by Coveme America or by a competent court, Coveme America's liability shall be limited exclusively to the replacement of the non-conforming Products. No other remedy — including monetary compensation for damages — shall be available to the Customer.

9.2 Coveme America expressly excludes any liability for indirect, special, consequential, or incidental damages, including loss of profit, loss of business, property damage, reputational harm, or third-party claims.

9.3 Coveme America shall not be liable to the Customer or to any third party in the following circumstances:

  1. Negligent, improper, or non-compliant use, storage, or handling of the Products contrary to the TDS or Coveme America's written instructions;

  2. Disassembly, modification, or repair of the Products by unauthorized third parties;

  3. Alterations or modifications to the Products or their specifications;

  4. Use of the Products for purposes other than those for which they were designed;

  5. Damage caused by Force Majeure or unforeseeable circumstances, or damage occurring during shipping and transportation.



9.4 Coveme America's warranty may not be invoked for defects that do not result in a material limitation on the use of the Products.

9.5 Coveme America shall not be responsible for any defect, non-conformity, or quality issue not expressly addressed in these GCS.



10. Customer Declarations and Responsibilities

10.1 The Customer acknowledges that the subject matter of each Purchase Order is the supply of Products as described in the applicable TDS. The outcome of the Customer's production process depends not only on the Products, but also on the Customer's own storage, handling, and operational conditions, which are beyond Coveme America's control.

10.2 The Customer assumes full responsibility toward Coveme America and any third parties for any claim arising from storage or use of the Products that is not in compliance with these GCS, and agrees to indemnify and hold Coveme America harmless from any such claims.



11. Prohibition on Assignment

11.1 The Customer may not assign any claims or credits arising from the Contract without prior written consent from Coveme America. Any unauthorized assignment shall be void.

11.2 The Customer may not transfer or assign the Contract — in whole or in part — to any third party without the prior written consent of Coveme America.



12. Intellectual Property

12.1 "Intellectual Property Rights" includes all rights relating to Technology, Products, Processing, Know-How, Confidential Information, laboratory work, patentable and non-patentable inventions, patents, database rights, software, design rights, trademarks, domain names, copyrights, and all related rights, whether or not registered.

12.2 Coveme America retains full ownership of all Intellectual Property Rights, Confidential Information, Know-How, designs, drawings, technical specifications, and proprietary information disclosed to the Customer. All IP rights arising out of or in connection with the execution of the Contract — including improvements, modifications, or developments to the Technology, Processing, or Products — belong exclusively to Coveme America. The Customer shall not disclose, use, or reproduce any Confidential Information or Know-How without Coveme America's prior written consent.

12.3 Coveme America shall not be liable for any damages arising from alleged or actual infringements of third-party Intellectual Property Rights attributable to the Customer's use of the Products. The Customer shall indemnify and hold Coveme America harmless from all related claims and damages.

12.4 The execution of a Purchase Order does not confer upon the Customer any license or right to Coveme America's Intellectual Property Rights.



13. Confidentiality

13.1 The Customer shall treat all Confidential Information of Coveme America as strictly confidential and shall not disclose it to any third party without prior written authorization.

13.2 The Customer shall implement all reasonable measures to protect the confidentiality of Coveme America's Confidential Information.

13.3 Coveme America may, at its discretion, require the Customer to execute a separate Confidentiality Agreement.



14. Termination for Cause

14.1 Coveme America may declare each individual Purchase Order and these GCS immediately terminated, by written notice, if the Customer breaches any of the following provisions: Articles 1, 5.1, 5.3, 8, 10.2, 11, 12, or 13 of these GCS.

14.2 Coveme America also reserves the right to terminate the Contract by written notice if:

  1. Production or supply of the Products has been rendered impossible by order of a judicial or administrative authority, for reasons not attributable to Coveme America; or

  2. Coveme America is unable to procure the necessary raw materials, for reasons not attributable to it.



14.3 Termination under this Article shall not prejudice Coveme America's right to claim damages.



15. Coveme America's Right of Withdrawal

15.1 Coveme America may, at its sole discretion and without obligation to provide justification, withdraw from all or part of any Purchase Order or these GCS, or request suspension of supply, at any time, upon written notice to the Customer.

15.2 Upon withdrawal, Coveme America shall be entitled to payment for all Products delivered up to the effective date of the withdrawal notice and shall complete any supply already in progress as of that date. All Products delivered shall be duly paid for.



16. Consequences of Termination

16.1 Upon dissolution or termination of the Contract for any reason:

  1. Coveme America may cancel any Purchase Orders that have been confirmed but not yet fulfilled;

  2. The Customer shall promptly make all outstanding payments;

  3. Coveme America shall fulfill any deliveries already due and confirmed prior to termination.



17. Force Majeure

17.1 Coveme America shall be entitled to suspend its contractual obligations in the event of Force Majeure.

17.2 If Coveme America invokes Force Majeure, it shall notify the Customer in writing within ten (10) days of the occurrence of the Force Majeure event. Coveme America's obligations shall be suspended for the duration of the Force Majeure event.

17.3 If a Force Majeure event permanently prevents performance of all or part of one or more Contracts, the Customer shall be entitled to a proportional reduction in its purchase obligations, but may not terminate the Purchase Order with respect to quantities that can still be supplied.

17.4 Coveme America shall not be deemed in default for any delay caused by a Force Majeure event or by acts or omissions of the Customer (including failure to provide information necessary for proper supply). In such cases, Coveme America shall not be liable for any damages.

17.5 All damages suffered by the Customer arising directly or indirectly from Force Majeure events shall be borne exclusively by the Customer.

17.6 If a Force Majeure event persists — or is expected to persist — for more than thirty (30) days, the Parties shall meet in good faith to determine the criteria for continuation or termination of the Contract.



18. Governing Law and Jurisdiction

18.1 These GCS, and all Purchase Orders, Order Confirmations, and Contracts between Coveme America and the Customer, are governed by the laws of the State of Illinois, without regard to its conflict of laws principles.

18.2 The courts of the State of Illinois shall have exclusive jurisdiction over any dispute arising from the interpretation, performance, or termination of these GCS or any related Purchase Order or Contract. Coveme America reserves the right to seek interim, conservatory, or urgent relief before any competent court.

18.3 The Customer shall not be entitled to suspend, even partially, performance of its own obligations pending resolution of any legal dispute.



19. Privacy and Data Protection

19.1 All activities carried out under these GCS shall be conducted by both Parties in full compliance with applicable data protection laws, including but not limited to the California Consumer Privacy Act (CCPA/CPRA) and any other applicable US federal or state privacy regulations.

19.2 Coveme America processes Customer data in accordance with its Privacy Policy, available at [INSERT WEBSITE URL]. By submitting a Purchase Order, the Customer acknowledges having read and understood Coveme America's Privacy Policy.



20. Miscellaneous

20.1 All notices required under these GCS must be made in writing and shall be deemed valid if: delivered personally with receipt of acknowledgment; sent by certified mail with return receipt requested; or sent by email with confirmation of receipt to the addresses specified in the Order Confirmation.

20.2 For all contractual and legal purposes, the Customer's registered office address shall be deemed its legal domicile.

20.3 Any tolerance by Coveme America of the Customer's non-compliant behavior shall not constitute a waiver of Coveme America's right to demand compliance or to assert its rights at any time.

20.4 If any provision of these GCS is found to be invalid or unenforceable — in whole or in part — the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.





CUSTOMER ACKNOWLEDGMENT

By submitting a Purchase Order, the Customer declares that it has carefully read and expressly approved these General Terms and Conditions of Sale in their entirety, and in particular the following articles:

Articles 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20.