Conditions for the Purchase and Use of B2B E-Commerce
The company COMASTRI DISTRIBUTION Sr.l., with headquarters at Via Risorgimento 35/E, 40069 Zola Predosa, Bologna, Italy, VAT no. 03699501205, Economic and Administrative Index: BO-539698, in the person of its legal representative, email address direzione@comastridistribution.com Certified email (PEC) comastridistristributionsrl@legalmail.it, hereinafter referred to as "the Supplier"
Whereas:
a) The Supplier manages the platform (hereinafter "Site") concerning the sale in Italy of Measuring instruments, transducers and sensors for industry and laboratories.
b) the term "Site" means the restricted area of the website www.comastridistribution.com through which the meeting between the supply and demand of the products indicated in point a) takes place and it is possible to conclude sales contracts by telematic means;
c) the trademark and logo relating to the Site are the exclusive property of the supplier;
d) the Site is intended exclusively for commercial transactions (B2B) between the company and the Customer;
e) the purchase within the Site by buyers is governed by the general conditions of sale in the following clauses;
f) purchase and sale contracts will be concluded upon the user's access to the restricted area of the site dedicated to commercial transactions and following the indicated procedures;
h) the general conditions apply only to the relationships that have arisen or that will arise in a manner and through the Site;
With regards to the above, it is hereby agreed as follows:
1 - DEFINITIONS
In the context of this agreement, the following terms have the meaning specified below:
a) the term "Supplier" refers to the company Comastri Distribution S.r.l., party to this contract, which manages the Site of the same name, selling the products indicated in the following point directly to interested buyers;
b) the term "Products" refers to measuring instruments and transducers for industrial use, which can be purchased on the site and are displayed online on the site by the Supplier;
c) the term "Contractor" or "Purchaser" refers to the user who, by adhering to this contractual regulation, has access to the Site and is interested in concluding contracts for the sale of the products indicated in point b);
d) hereinafter the Supplier and the Contractor may be jointly referred to as "parties";
e) the term "Site" refers to the website corresponding to the address ww.comastridistribution.com, through which it is possible to access the website;
f) the term "Products" refers to those that the Provider makes available to the contractor, for consideration;
g) the term "charges" refers to the payment by the user for the purchase of marketed products;
2- SUBJECT OF THE CONTRACT
The Supplier and the purchaser who conclude the Contract following the procedure indicated on the Site are Parties to the purchase and sale agreements,
With the present contract the parties intend to regulate:
- the conditions of purchase through the Site by the User/Buyer;
- the relationships and commercial transactions between the Supplier and the Buyer concerning the Products offered on the Site;
- the payment terms of the services provided by the Supplier to the Contractor.
The sale relates exclusively to the Products indicated in the appropriate sections of the site – electronic catalogs – directly by the buyer. The Products covered by each particular contract are those established by the Parties in the offer, the order and the order confirmation, or, in any case, in the communications that the Parties have put in place in order to reach the conclusion of the Contract.
The Products, the type and quality, the characteristics, their operation, as well as the agreed quantity, and any other specific condition negotiated by the Parties are indicated in the offer, in the order, as well as in the instructions delivered to the buyer. The Parties declare that they have carefully read, before signing the Contract, all the documents that preceded its conclusion. In any case, access to the site will allow the buyer to be aware of the orders placed and any invoices issued against him.
3 - CONDITIONS OF ACCESS AND CHECKS
With the stipulation of the present contract, the Contractor undertakes to fully respect the conditions of compliance for the entire term of validity of the contract. The Supplier expressly reserves the right to proceed with verification of compliance with the purchase conditions, requesting further information from the Purchaser. If the conditions of compliance are not respected by the Contractor at the time of entering into this contract or subsequently – or the latter makes false declarations regarding them – the Supplier reserves the right to terminate this contract with immediate effect, except in any case the right to compensation for damages.
The Supplier assumes no responsibility for compliance with the conditions set out in the previous point by the Contractor, reserving the right to propose any legal action that will be considered appropriate in the event of non-compliance with the provisions of this contract. In particular, the Supplier reserves the right to take legal action against the Contractor where the falsity in the statements made by the Contractor cause or may cause damage to the Supplier, to the Site or to third parties.
4 - HOW TO ACCESS THE SITE AND PURCHASE ONLINE
Access to the Site is via electronic connection to the site. The connection to the site takes place through access via a data transmission network, through the connection to the site www.comastridistribution.com. This connection is operational every day of the week, 24 hours a day. To view the site pages correctly, this minimum configuration is required. If this minimum configuration is not respected by the Contractor, the Supplier does not guarantee correct access to the Site and its services. The Contractor user acknowledges that the Supplier is not liable for any damage, direct or indirect, that may arise to the Contractor as a result of the failure to adopt the minimum configuration required by the previous paragraph.
The website www.comastridistribution.com is fully managed by the company COMASTRI DISTRIBUTION S.R.L. through a hosting contract with the IT company, responsible for the support, without prejudice to any cases of force majeure or cases otherwise independent of direct responsibility of third parties or parties internal to COMASTRI DISTRIBUTION S.R.L. who have had access to the site. The performance of maintenance operations that will prevent the connection will be promptly communicated by the Supplier to the Contractor, except in the event that interventions are required which, due to their particular urgency, do not allow to give the mentioned notice.
The costs of connection to the electronic network, as well as those relating to computer equipment, computer systems, software programs and any other tool or means necessary to connect to the Site, are the sole responsibility of the Contractor. The Contract entered into through the site is considered concluded when the buyer confirms the order, which is followed by an automatic summary email of the order, with which Comastri Distribution accepts the order sent by the buyer and informs him that he can proceed with the processing of it, according to times and ways that are not and cannot be estimated in advance, which will be followed by the shipment of the product. Each Purchaser will access the Site and will proceed with the purchase of the selected product, after indicating the delivery and invoicing details, which are indispensable for the e-commerce procedure, which will be completed and finalized with an indication of the expected payment method. The Contractor is responsible for any damage, direct or indirect, deriving from the knowledge and use of the personal identification tools by third parties or external parties. The Supplier does not bear any liability towards the Contractor in relation to the damages that may derive from unauthorized access by third parties. The buyer may purchase the Products indicated within the type and/or quantity indicated. Upon receipt of the order by the Site, the system will automatically send a summary of the order received, followed by the shipment of the purchased item.
5 - PRICE AND SHIPPING COSTS
All the sales prices of the Products offered in the electronic catalogs on the Site, indicated in euros, are to be considered net of VAT. The buyer, by ordering and placing the selected products in the virtual cart, each of which will display a price, accepts to be charged the amount due for the service requested. The price of the product indicated on the site has a definitive value, except in the event that – for exceptional situations – the Company considers it appropriate to revise the prices. Exceptional conditions include, but are not limited to the sudden and not agreed change of costs by the supplier, or shipping costs in general. Disputes by the buyer pursuant to the preceding paragraphs are presumed to contravene fairness and good faith if, immediately after they have been raised, in any case not later than 8 days from the delivery of the goods, the buyer does not send to the Company, registered letter or certified email of complaint with the justifications of the grievances. This sum must be paid by bank transfer or PayPal, made in favour of COMASTRI DISTRIBUTION SRL.
The prices indicated in the electronic catalogues are binding, unless unpredictable changes in the currency or cost of raw materials occur. In this case, the Supplier will promptly and in advance inform the Buyer, except in cases of impossibility that may arise and that are not attributable to you. Each new price list or its update cancels and replaces the previous ones.
The amount and minimum purchase quantity cannot be different from what is stated in the online offer and how much the system is able to load into the digital shopping cart. The tax documentation relating to the Products ordered will be issued by the Laboratory after the conclusion of the contract.
6 - OBLIGATIONS OF THE BUYER
The buyer also undertakes
a) not to enter on the site information that may present the form and/or content of a pornographic, obscene, blasphemous or defamatory nature, or in any way detrimental to the rights of others;
b) not to use, allow or enable others to use the site for acts that are immoral, against public order or with the purpose of disturbing others' peace, damaging, violating or attempting to violate in any way the secret of correspondence and in any case, not to use the site and/or the Site in any way to commit or favour the commission of unlawful acts of any kind;
c) not to enter into the Network, false, defamatory, disloyal or deceptive information, by way of example using a false computer identity;
d) to use the website and services, as well as conclude product sales agreements, in such a way that shall not violate any rule and not to engage in anti-competitive conduct or conclude any non-competitive agreement, such as, purely by way of example, that consisting in resale of products to third parties;
e) use the site and services in compliance with the rules of law, the treaty rules, codes, even private and self-regulatory, whether published or not on the site;
The Contractor undertakes to indemnify and hold harmless the Supplier from any loss, damage, liability, cost or expense, including legal fees, arising from any violation of the provisions of this article.
The purchaser assumes full responsibility for the accuracy and truthfulness of the data entered directly, entered personally or on his own behalf by duly delegated third parties on the site, with or without the aim of completing the procedure for purchasing the products. In case of purchase on behalf of third parties, Comastri Distribution S.r.l. will not assume any liability.
The buyer undertakes to indemnify Comastri Distribution from any loss, damage, liability, cost or expenses, including legal fees, arising from any violation of the previous paragraph.
7 - COMMERCIAL AND INDUSTRIAL PRIVATE RIGHTS
The Supplier is the exclusive owner of all the brands indicated on the website www.comastridistribution.com, as well as any logos, images and distinctive signs used by the same. The Buyer does not acquire any rights with respect to computer programs, databases, information, news and other data, as well as images, logos, trademarks and any other distinctive sign and/or industrial and/or intellectual property right used by the Supplier.
The Contractor undertakes not to violate the rights referred to in the previous point and not to distribute to the public, assign these and/or the goods/services that are the subject, or to allow the use of the same or of the goods that are subject by third parties in any other way and both free of charge and for consideration.
The Purchaser releases the Supplier from any liability, and is himself obliged to compensate for any damages and/or costs, including legal fees, in the case of requests made against him by third parties (or other associated companies) based on illegitimate use by the Contractor of the images, social names, logos, trademarks and any other distinctive sign and/or industrial and/or intellectual property rights of the parties concerned.
Without prejudice to compliance with the applicable mandatory provisions, the Supplier declares to manage the website in compliance with the principles and guidelines established by the European Union regarding industrial and intellectual property.
8 - ADVERTISING ON THE SITE
The Supplier reserves the right to enter onto the Site advertising notices compatible with the activity carried out, as well as links to other sites that are respectful of the obligations set out in relation to him in this contract.
9 - EXPRESS TERMINATION CLAUSE
Without prejudice to further compensation for damage and/or the applicability of any default interest to the legal extent to be borne by the defaulting party, this Agreement will be deemed terminated by law pursuant to article 1456 of the Italian Civil Code in the event that the Purchaser violates any or all of the obligations referred to in this contract. The termination of the contract will operate by right from the moment of receipt by the Contractor of a notification with registered letter with return receipt confirming the default and the intention of the Supplier to avail of this express termination clause.
10 - EXEMPTION OF LIABILITY FOR THE SUPPLIER
The Supplier will not be responsible for direct or indirect, incidental or consequential damages, in the case of errors, omissions and inaccuracies in the data submitted, even in the event of interruptions, suspensions, delays and anomalies in the management of the website and in the delivery of the Products, even if deriving from technical problems, unless they are directly and immediately connected to intentional conduct or gross negligence by the Supplier.
The Supplier will not be responsible for direct or indirect, incidental or consequential damages, such as lost profits, business losses and / or commercial opportunities and any other damage that may arise from computer intrusions or other illegitimate interference or use of data by of unauthorized third parties, as well as of commercial frauds or other incorrect or illegitimate behaviors held by the member companies, unless they are directly and immediately connected to wilful misconduct or gross negligence by the Supplier.
In no case will the Supplier be held liable in relation to the damages deriving from the malfunctioning of the site, or due to the inability to use the site for online purchase, nor for unforeseeable circumstances, force majeure or factum principis .
11 - SUPPLIER'S OBLIGATIONS AND RESPONSIBILITIES
Comastri Distribution undertakes to promptly check requests for information specifically agreed. All requests and communications, referred to in the previous points, sent to Comastri Distribution will be promptly verified and, in any case, within 15 days of their receipt. The periods of inactivity of the Laboratory previously communicated to the parties through publication on the site are explicitly without prejudice.
Comastri Distribution does not assume any liability for breaches due to force majeure such as, by way of example and not limited to, accidents, explosions, fires, strikes and/or lockouts, earthquakes, floods, delays in shipping, planes, railways, delays in production, interruption of electricity and/or telephone lines or connection to the network due to third parties, and other similar events that prevent, in whole or in part, the execution of the Contract.
Comastri Distribution assumes all liability for the content of the information provided by the same and published on the site, in relation to the execution of the contract as required by our regulations.
12- WITHDRAWAL
The Purchaser may withdraw from the contract of adherence to the Site by written cancellation to be sent to the headquarters of Comastri Distribution, by registered letter with return receipt or by certified email, within 14 days from the conclusion of the contract. Product returns can be made with the shipment in the manner described above and on condition that the package delivered by the Supplier is intact and complete; in any case, the risk of transport is the sole responsibility of the purchaser, who will receive a refund, net of shipping costs and cancellation of the invoice, as follows:
a. Full refund of the sum already paid, if the request is received BEFORE the product is shipped;
b. Withholding of €100 as shipping and administrative costs if the request for refund is received AFTER the shipment of the product has taken place;
13 - CONFIDENTIALITY AND SAFETY OBLIGATIONS
The Parties undertake to respect and enforce the obligation of secrecy. The Parties mutually acknowledge that the information considered confidential and the personal data of third-party individuals are treated by observing adequate security measures to guarantee the confidentiality of the data.
The Supplier, through the Hosting Provider, undertakes to apply and have applied to the site and all electronic communications and the procedures and security measures deemed adequate, to the best of its technical and IT knowledge, to guarantee its security and to avoid the risks of unauthorized access, tampering, delay in recording or processing, destruction and loss of information and/or data submitted.
The supplier and the purchaser undertake to apply to their IT systems and, therefore, to all electronic communications, the procedures and security measures deemed appropriate, to the best of its technical, IT and telematic knowledge, to avoid the risks of unauthorized access, tampering, delay in recording or processing, destruction and loss of information and/or data submitted.
14 - PROTECTION OF PERSONAL DATA
The Contracting Parties, pursuant to EU Regulation 2016/679, of Legislative Decree 30 June 2003, no. 196, as amended by Legislative Decree no. 101/18, declare to proceed with the processing of personal data for the purposes inherent to the execution of the present contract and to the fulfillment of the legal and contractual obligations deriving therefrom, as stated in the information published in the data entry section for fulfillment of the online purchase, on the website Privacy Policy, and made available to the party concerned with which the latter has been correctly informed.
The Contracting Parties acknowledge that the personal data will be processed by observing adequate technical and organisational security measures for data protection and for the processing carried out, pursuant to article 32 EU Regulation 2016/679.
15 - COMMUNICATIONS
Except in cases expressly indicated – or established by legal obligations – communications between the Supplier and the Purchaser will preferably take place via email or certified email messages to the respective electronic addresses (indicated in the part dedicated to the Supplier on the registration form for the Purchaser). The Parties undertake to communicate, during the validity period of this contract, any change in their respective addresses. In case of failure to notify the change, all communications and/or notifications made on the basis of the above addresses will be fully effective and valid.
16 - COSTS AND EXPENSES
Any tax charges and contractual expenses related to the shipment are charged to the purchaser.
17 - DISPUTES AND JURISDICTION
In the event of disputes arising from or related to this contract, the parties declare, as of now, that the Court of Bologna shall be deemed to have exclusive jurisdiction.