These General Sale Conditions (hereinafter, “General Conditions“) shall govern the “Business to Business” (B2B) sale agreements concluded both offline and online, whose object are the Products offered for sale on the website www.flexmediaxm.com by the company ALFAMATION S.P.A., Vat No. 02111480964, with registered office in Via Cadore No. 21, 20851 Lissone (MB), Italy (hereinafter called “Seller”). For anything not expressly established by these General Conditions, Italian laws shall apply, including those relating to e-commerce
These General Conditions shall apply to all sale agreements concluded exclusively by Business Customers (hereinafter “Customer” or “Purchaser”), i.e. business and/or professional customers, and whose object are the products (“Products”) offered for sale by the Seller on the www.flexmediaxm.com website (the “Website”).
2 – Products
2.1 The Products available for purchase by the Customer are accompanied by information sheets describing their main characteristics, and by one or more images. Images and colors of the Products offered for online sale might not match exactly with the actual ones because of the internet browser and/or the monitor/device used for the web surfing. In view thereof, the Seller may not be held liable for any differences due to the specific configuration of the computer/device used by the Costumer, or due to its malfunctioning.
2.2. In any case, all information supporting purchases are to be intended merely as general informative material and no specific warranty is provided with regard to the same.
2.3 The Products in the Seller’s online catalogue are generally available in stock, unless otherwise specified in the Order confirmation e-mail. Consequently, the Seller shall not be held liable towards the Customer in case a Product is unavailable. In fact, the simultaneous access to the Website by more than one customer and their simultaneous forwarding of orders for the same Product could modify its availability. Consequently, the Seller may always, in his discretion, decide to reject an order or fulfill it. In the latter case, the Seller will communicate by e-mail to the Customer a modification to the expected delivery time if necessary to reinstate the Product’s availability in stock. If the Customer wishes to terminate the agreement he may do so and he will be entitled to refund of the price already paid, if any, with the exclusion of any further Seller’s liability.
2.4 The Seller reserves the right to amend, in any moment, the catalogue of the Products on the Website and the relevant information as well as the Product quantity and/or types without any prior notice. Any amendments to the catalogue shall apply from the moment of their publication on the Website and shall not have any effect on any orders previously placed by the Customer.
2.5 The Purchaser may purchase only up to a maximum of three Product units online. Any purchases for more quantities may only be made offline contacting the Seller’s sales manager.
3 – Purchasing procedure and conclusion of the agreement
3.2 After the registration on the Website, the first purchase of the Products may be made only through the traditional sales channels (offline) by contacting the Seller as indicated on the Website. On that occasion, the Customer will be requested to place a written order and send a copy of these General Conditions duly signed. The effectiveness of the order is subject to the forwarding of the confirmation order from the Seller.
3.3. Any purchase of the Product subsequent to the first one, may be made online through the Website and is limited to the quantity indicated in the previous article 2.5. To this purpose, the Customer shall log in to the reserved area of the Website: here the Products in the catalogue are shown, the Customer may make his choice, place the chosen Products in the virtual shopping cart, and effect the payment by wire transfer.
3.5 The Customer purchase order constitutes in any event a purchase offer and the agreement shall be considered concluded exclusively at the moment the Customer receives the confirmation e-mail by the Seller, communicating the conclusion of the agreement and the Order processing.
3.6 Any and all Customer’s damage or compensation rights, as well as any contractual or extracontractual liability of the Seller for any direct or indirect damages caused by the Seller’s entire or partial rejection of an Order, are excluded.
3.7 Without prejudice to the provisions of article 3.2 with regard to the first purchase, once the online purchase procedure is concluded, the Customer may print, save an electronic copy and store these General Conditions. These are accessible in any moment even through the link contained in the Order confirmation e-mail that ensures its reproduction and storage (pursuant to article 12 No. 3 of Legislative decree 70/2003).
3.8 The Customer may verify the status of his Order by accessing his personal area at the “my Orders” section. Here he may also view a summary of the previous purchases. The Customer will also receive updates on the main steps of the order processing by e-mail.
4 – Prices
4.1 All sale prices of Products on the Website are expressed in Euro currency and are to be understood exclusive of VAT and any other taxes. Such taxes, if any, will be calculated in the Order confirmation. The prices are intended for Ex Works delivery.
4.2 The Seller reserves the right to amend the prices of the Products on the catalogue at any time without notice. Any such amendments shall become effective when published in the Website and shall not have any effect on the orders previously placed by the Customer.
4.3 In case a published price is patently incorrect and/or not corresponding to the actual commercial value of the Product, for any reason (e.g. system error, human mistake, etc.) the purchase order will be canceled even if initially accepted, and the price paid, if any, will be returned, without any further liability of the Seller.
5 – Payment methods
5.1 The Customer shall pay for the Products when placing the purchase Order by bank transfer as indicated on the Website.
5.2 The Products ordered may only be shipped after the payment is actually and fully credited to the Seller’s bank account, which shall occur within 5 working days from the date of the Seller’s order confirmation e-mail, otherwise the Seller reserves the right to cancel the Order and to terminate the agreement. The purpose of the transfer shall mention the Seller’s name (Alfamation S.p.A.) as beneficiary and the order data (year, type and order number) as shown in the order confirmation e-mail. The bank account details where payments shall be addressed will be shown in the Website.
5.3 The payments shall be effected exclusively from a bank account in the name of the sales invoice addressee.
5.4 In case of failed or partial payment, the Seller reserves the right to suspend processing the Order until full payment is made and/or terminate the sale agreement, without prejudice to any other rights.
6 – Delivery of Products
6.1 Unless otherwise agreed in writing, the Products sold through the Website are delivered by the Seller “Ex Works” at the Seller’s premises in Lissone (MB) by means of a carrier organized by the Customer at his expense. All risks related to the Product (including without limitation the risks of loss or damage) will pass to the Customer pursuant to the Ex Works delivery term.
6.2 Delivery times for the ordered Products shall start from the date of the Seller’s order confirmation e-mail and are to be considered non-binding estimates only. In any event the Seller may not be held liable in case of unforeseeable delays due to events of force majeure (see article 9) or other events for which the Seller is not responsible.
7 – Warranties and limitations of liability
7.1 The Seller is liable for any defects or lack of quality of the Products sold online pursuant to Articles 1490 and following of the Civil Code. In order to take advantage of the warranty, the Customer shall keep the invoice (or the transport document) received together with the purchased goods.
7.2 The Customer is required to notify any patent defects to the Seller in writing, also by e-mail, no later than 8 (eight) days from the reception of the goods, under penalty of forfeiture.
7.3 Any hidden defects shall be notified in the same manner no later than 8 (eight) days from discovery, under penalty of forfeiture, without prejudice to the statute of limitations term that is one year from the delivery date pursuant to Article 1495 of the Civil Code. The defect report shall specify the defect found and contain all the information necessary to identify and track the Product. It is agreed that the Seller may not be held liable for any damage or loss suffered by the goods during transportation, except in case the Seller has expressly agreed in writing to a delivery term whereby he takes on the responsibility and the risk for the goods till their delivery in a place other that the Seller’s premises, in which only case the Seller shall be responsible till delivery in such place.
7.4 Therefore, as a rule, it is the Customer’s responsibility to exercise his rights against the carrier appointed by him, and to insure the goods during transportation, unless otherwise agreed between the parties.
7.5. If, even after inspection on the returned Product, the Seller’s liability for the defects is proven, the Seller shall either collect the Product at his expenses and replace it, or, in case of non-availability of the replacement Product, the Seller shall refund the price paid.
7.6 No further remedy is available to the Customer. Any Seller’s liability for direct or indirect damages suffered by the Customer or by third parties with respect to Products is hereby excluded, except only in cases of Seller’s fraud or gross negligence and subject to the mandatory rules of law.
7.7. Furthermore, except otherwise provided for by mandatory law provisions, the Seller shall be exempted from any liability in case of internet malfunctioning or disservices that do not depend on the Seller or his suppliers.
7.8 .It is understood that even in case of claims or disputes the Customer is not entitled to suspend or delay payments.
7.9. It is the Customer’s sole responsibility to ensure that the purchased Products comply with the applicable laws, rules and regulations in the Product’s destination country. Any Seller’s liability this regard is expressly excluded.
8 – Address for Claim
Any and all claims shall be addressed to ALFAMATION S.P.A. with registered office in Via Cadore n.21 – 20851 Lissone (MB), and may be sent to the above address by registered mail with return receipt, or by certified electronic e-mail to the address firstname.lastname@example.org or by appropriate form to be filled on the Website.
9 – Force Majeure
9.1 In any case, The Seller shall not be held liable towards the Purchaser for failure to perform any clause of these General Conditions and/or of the sale agreement, if exact performance is prevented or made extremely burdensome, due to events not reasonably foreseeable and not reasonably within the control of the Seller. Without limiting the foregoing, the following shall constitute events or conditions of Force Majeure: fire, flood, earthquakes, explosions, accidents, wars, terrorist acts, riots, uprising, sabotage, epidemics, lockdown ordered by the State where the production plant of the Seller is located, quarantine, strikes, lack of labor, blockage, lack of energy, shortage of raw materials or machines for the production of the Products, natural events and acts of any public authority, including foreign authorities.
9.2 The Seller shall promptly communicate to the Customer the occurrence of any of the above events, its consequences on the contract performance, and, if necessary, its subsequent termination.
9.3 Should the period of Force Majeure hinder or delay the delivery of the Products to the Purchaser or the fulfillment of any other obligation of the Seller for more than 30 (thirty) consecutive days, the Seller may terminate the sale agreement without any liability to the Purchaser.
10 – Products’ Trademarks
10.1 Any and all intellectual property rights (trademarks, patents, etc. ….) relating to the Products sold online by the Seller shall belong to the Seller or to third parties as the case may be. It is therefore understood that, neither under these General Conditions nor under any individual sale agreements, the Purchaser is granted rights of any kind (by way of license or otherwise) to the Seller’s trademarks.
10.2 The Purchaser undertakes not to cancel or remove the trademarks or any other distinctive or identification mark placed upon the Products.
10.3 The Purchaser shall indemnify and hold the Seller harmless from and against any damage suffered in consequence of the infringement to the above provisions by the Purchaser himself or any subsequent purchasers.
11 – Applicable law
These general Conditions, as well as any sale agreement entered into between the Seller and the Purchaser, shall be governed by, and construed pursuant to the Italian law and in particular by the Italian Civil Code with express exclusion of the Vienna Convention dated 11.04.1980 on the international sale of goods (CISG) even when the agreement is international.
12 – Incoterms®
The use of the term “Ex Works” in these General Conditions as well as any other different term of delivery between the Seller and the Purchaser shall be construed in compliance with the INCOTERMS® of the International Chamber of Commerce in force on the date of conclusion of the sale agreement.
13 – Jurisdiction and Venue
13.1 Any and all disputes arising from these General Conditions and/or from any sale agreements entered into on the basis of the above General Conditions, shall be submitted to the exclusive jurisdiction of the Courts of Milan (Italy).
13.2 As an express deviation from Article 13.1, the Seller is entitled, at his sole discretion, to sue the Purchaser before the Courts where the latter has his registered office.
14 – Final provisions
These General Conditions may be amended by the Seller at any time without notice and they will be effective from the date of their publication on the Website. Therefore, such amendments shall not apply to any orders placed before their publication. In accordance with and by the effect of Articles 1342 and 1342 of the Civil Code, the Purchaser declares he has examined and specifically approves the following clauses: Art. 2 (Products); Art. 3 (Purchasing procedure and conclusion of the agreement); Art. 4 (Prices);
Art. 5 (Methods of Payment); Art. 6 (Products delivery); Art. 7 (Warranties and limitations of liability); Art. 9 (Force Majeure); Art. 10 (Products’ Trademarks); Art. 11 (Applicable Law); Art. 12 (Incoterms); Art.13 (Jurisdiction and Venue).