Conditions for the Purchase and Use of B2B E-Commerce
The company COMASTRI DISTRIBUTION Srl, with registered office in Via Risorgimento 35/E, 40069 Zola Predosa, Bologna, PI 03699501205, Economic and Administrative Index (REA): BO-539698, in the person of its legal representative, email address certified email address comastridistribution@legalmail.it, hereinafter referred to as "the Supplier"
Whereas:
a) The Supplier operates the platform (hereinafter referred to as the 'Site') for the sale of measuring instruments, transducers and sensors for industry and laboratories in Italy.
b) The term 'Site' refers to the reserved area of the Internet site www.comastridistribution.com through which the matching of supply and demand of the products indicated in point a) takes place and contracts of sale can be concluded telematically;
c) the brand name 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 Client;
e) purchases within the Site by purchasers are governed by the general conditions of sale in the following clauses;
f) sale and purchase contracts shall be concluded following the user's access to the reserved area of the website located at https://www.comastridistribution.com dedicated to commercial transactions and following the indicated procedures;
g) the general terms and conditions apply only to relationships that have arisen or will arise by means of and within the Site;
in the event of the purchase and sale of chemical or hazardous products, it is understood that the Supplier shall also ensure that it invokes the special legislation providing for reinforced protection for purchasers on the grounds that such products are potentially capable of causing damage or danger to health or the environment. :
Accordingly, the following is agreed and stipulated
1 - DEFINITIONS
In the context of this adhesion contract, the following terms have the meaning specified below:
a) the term 'Supplier' refers to the laboratory company Comastri Distribution Srl, a party to this contract, which manages the Site of the same name and sells the products indicated in the following point directly to interested purchasers;
b) the term 'Products' refers to measuring tools, transducers, for industrial use, which can be purchased on the site and which are displayed online on the site by the Supplier;
c) the term 'Participant' or 'Purchaser' refers to the user who, by accepting these contractual regulations, has access to the Site and is interested in concluding contracts for the sale and purchase of the products indicated at point b);
d) hereinafter, the Supplier and the Participant may be jointly referred to as the 'Parties';
e) the term 'Site' refers to the Internet site corresponding to the address www.comastridistribution.com through which the Site can be accessed;
f) the term 'Products' refers to those that the Supplier makes available to the participant in return for payment;
g) the term 'fees' is used to describe the remuneration from the user for the purchase of the products marketed.
2.- SUBJECT OF THE CONTRACT
The Parties to the Sale and Purchase Contracts are the Supplier and the Purchaser, who conclude the Contract by following the procedure indicated on the Site.
With this contract, the parties intend to implement:
- the conditions of purchase through the Site by the Purchasing User;
- the relationships and commercial transactions between the Supplier and the Buyer concerning the Products offered on the Site;
- the relationships and commercial transactions between the Supplier and the Purchaser in relation to the Products offered on the Site;
- the terms of payment of the services provided by the Supplier to the Participant.
The sale only concerns the Products indicated in the appropriate sections of the site, i.e. electronic catalogues, directly by the purchaser. The Products that are the subject of each particular contract are those determined by the Parties in the offer, in the order and in the order confirmation, or, in any case, in the communications that the Parties have put in place in order to conclude the Contract.
The Products, the type and quality, the characteristics, the functioning of the same, as well as the agreed quantity, and any other specific conditions negotiated by the Parties are indicated in the offer, in the order, as well as in the instructions provided to the purchaser. The Client is informed of the characteristics of the objects, illustrated in the product information sheets, the total price of the objects including taxes, with details of shipping costs and all other costs, payment procedures, the deadline by which the Supplier undertakes to deliver the goods, the existence of the legal guarantee of conformity for the purchased goods, after-sales service conditions and commercial guarantees, geographical address, telephone number, email address of the Supplier.
The Parties declare that, prior to the conclusion of the Contract, they have carefully examined all the documents that preceded its conclusion. In any case, access to the site will enable the purchaser to be kept fully informed of the orders placed and any invoices issued to him/her.
3 - ADHESION CONDITIONS AND VERIFICATIONS
By entering into this contract, the Participant undertakes to fully comply with the adhesion conditions for the entire term of the contract.
The Supplier expressly reserves the right to conduct verification of compliance with the purchase conditions by requesting further information from the Purchaser.
If the conditions of adhesion are not complied with by the Participant at the time of the conclusion of this contract or at a later date, or if the Participant makes false declarations relating thereto, the Supplier reserves the right to terminate this contract with immediate effect, without prejudice to the right to damages in any event.
The Supplier assumes no responsibility for the fulfilment of the conditions set forth in the previous point by the Participant, reserving the right to take any legal action it deems appropriate in the event of non-compliance with the provisions of this contract.
Notably, the Supplier reserves the right to take legal action against the Participant if false statements made by the Participant cause or are likely to cause damage to the Supplier, the Site or any third party.
4 - HOW TO ACCESS THE SITE AND PURCHASE ONLINE
Access to the Site is by way of telematic connection to the site.
The connection to the Site is via telematic network access, through the connection to www.comastridistribution.com. This connection is operative every day of the week, 24 hours a day.
To correctly display the pages of the site, the following minimum configuration is required: minimum configuration. In the event that this minimum configuration is not observed by the Participant, the Supplier will not be able to guarantee proper access to the Site and its services.
The Participant acknowledges that the Supplier shall not be liable for any direct or indirect damage that may be caused to the Participant as a result of the failure to adopt the minimum configuration required in the previous paragraph.
The website www.comastridistribution.com is fully administered by the company COMASTRI DISTRIBUTION SRL through a hosting contract with the IT company responsible for providing support, without prejudice to any hypotheses of force majeure or in any case beyond the direct responsibility of third parties or internal to COMASTRI DISTRIBUTION SRL who have accessed the site. Any maintenance work that will disrupt the connection shall be promptly communicated by the Supplier to the Participant, except in the event that work is required that, due to its particular urgency, does not allow for the giving of the aforementioned notice.
The costs of connection to the telematic network, as well as those relating to computer equipment, telematics, software programmes and any other tool or means necessary to connect to the site, shall be entirely at the expense of the Participant. The Contract concluded through the website is considered concluded when the purchaser confirms the order, with a communication following the automatic and summary email of the order, in which Comastri Distribution accepts the order sent by the purchaser and informs him/her that it can proceed with its processing, according to times and methods that are not and cannot be estimated in advance, which will be followed by the shipping of the product.
Each Purchaser shall access the Site and proceed to purchase the selected product, after providing the delivery and invoicing data, which are essential for the e-commerce process, which shall be concluded and finalised with the indication of the payment method provided.
The Participant shall be responsible for any damage, direct or indirect, resulting from the knowledge and use of personal data tools by third parties or external individuals.
The Supplier shall not be liable to the Participant for any damage that may be caused to the Participant as a result of unauthorised access by third parties. The purchaser may purchase the indicated Products in the specified type and/or quantity. When the order is received by the site, the system will automatically send an acknowledgement summarising the order received, which will be followed by the shipping of the purchased goods. Product availability refers to the actual availability at the time the Client places the order. However, such availability should be considered purely indicative because products may be sold to other clients before the order is confirmed. The Client will be promptly informed of the procedure and timeframe for the reimbursement of any sums paid.
As part of its activity, Comastri Distribution may carry out work on the goods to be supplied by the Client. The Client shall provide Comastri Distribution with a fully functioning and defect-free object, and the Client himself or herself shall be held responsible for its proper functioning. Should any malfunction occur in connection with the object, the Client undertakes to take prompt action to make the object suitable for the necessary processing and/or calibration, maintenance that Comastri Distribution will perform. Under no circumstances shall Comastri Distribution be held responsible.
Comastri Distribution undertakes to perform the object calibration service, which is included in the agreed price. Should the Client need to perform maintenance activities on the object, he or she may refer to the ordinary check list, which provides for the performance of certain activities. Extraordinary maintenance activities, on the other hand, will be carried out for a fee and the cost depends on the type of activity to be carried out, therefore, the Client will be informed of the price to be paid, therefore, Comastri Distribution reserves the right to increase and/or modify the price of the quote.
For the purpose of maintenance, the object will be properly packed at Comastri's site at the Client's expense and will be returned to the Client, who shall bear the latter's expense. The risks and charges related to the transport of the object, including packaging and/or any breakage of the latter, shall be borne by the Client. Should there be any fluctuations due to an increase in the costs of the raw materials needed to carry out the processing, Comastri Distribution is free to increase the price of the processing itself.
5 - PRICE AND SHIPPING COSTS
All sales prices of the Products offered in the electronic catalogues within the Site, indicated in euros, are to be considered net of VAT. By ordering and placing the selected products, each of which will display a cost, in the virtual trolley, the purchaser agrees to pay what is due for the service requested. The price of the product indicated on the site is final, except where, in exceptional circumstances, the Company considers it appropriate to revise the price. Exceptional conditions include, but are not limited to, sudden and unexpected changes of costs by the supplier, shipping costs in general. The purchaser's objections in accordance with the preceding paragraphs shall be presumed to be contrary to fairness and good faith if, as soon as they have been raised, and in any case no later than 8 days after delivery of the goods, the purchaser does not send the Company a registered letter with return receipt or certified email stating the reasons for the complaint. Said sum shall be paid by bank transfer, credit card or PayPal in favour of COMASTRI DISTRIBUTION SRL.
All prices shown in the electronic catalogues are binding, subject to unforeseen changes in currency or cost of raw materials. In such a case, the Supplier shall inform the Purchaser in good time and in advance, unless it is impossible for it to do so. Each new list or its update cancels and replaces the previous ones.
The amount and minimum purchase quantity may not differ from what is stated in the online offer and what the system is able to load into the digital trolley. The tax documentation for the ordered Products will be issued by the Laboratory after the conclusion of the contract.
6 - OBLIGATIONS OF THE PURCHASER
The purchaser also undertakes:
a) not to place any information on the site that might be pornographic, obscene, blasphemous, defamatory, or in any way infringe the rights of others;
b) not to use, allow or enable others to use, the site for acts against morality, public order or for the purpose of disturbing the peace of others, damaging, violating or otherwise attempting to violate the secrecy of correspondence and, in any case, not to make use in any way of the site to commit or facilitate the commission of unlawful acts of any kind;
c) not to put false, defamatory, unfair or misleading information on the network, such as by using a false computer identity;
d) make use of the website and services, as well as conclude contracts for the purchase and sale of products, in a manner that does not violate any rules and that does not engage in any anti-competitive conduct or enter into any anti-competitive agreement, such as, but not limited to, reselling the products to third parties;
e) use the site and services in accordance with the rules of law, treaty rules, codes, including private codes and codes of self-discipline, whether or not they are published on the site;
The Participant undertakes to indemnify and hold the Supplier indemnified against any loss, damage, liability, cost or expense, including legal fees, arising from any breach of the provisions of this article.
The purchaser assumes full responsibility for the accuracy and truthfulness of the data entered directly, entered on his or her own behalf, or duly delegated on behalf of third parties on the site, whether or not for the purpose of completing the product purchase procedure. In the event of purchase in the name and on behalf of a third party, Comastri Distribution Srl will not assume any liability.
The purchaser undertakes to indemnify Comastri Distribution against any loss, damage, liability, costs or expenses, including legal fees, arising from any breach of the preceding paragraph.
7 - COMMERCIAL AND INDUSTRIAL PROPERTY RIGHTS
The Supplier is the exclusive owner of all trademarks displayed on the website, www.comastridistribution.com, as well as any logos, images and distinguishing signs used by it.
The Purchaser does not acquire any rights with regard to computer programmes, databases, information, news and other data, as well as images, logos, trademarks and any other distinguishing signs and/or industrial and/or intellectual property rights used by the Supplier.
The Participant undertakes to not infringe the rights referred to in the previous point and not to distribute to the public, transfer the same and/or the objects/services that are the subject thereof, or to allow the use of the same or the objects thereof by third parties in any other way, whether free of charge or for a fee.
The Participant indemnifies the Supplier from any liability and undertakes to indemnify it against any damages and/or costs, including legal costs, in the event of claims brought against it by third parties (or by other participating companies) based on the unlawful use by the Participant of images, company names, logos, trademarks and any other distinguishing signs and/or industrial and/or intellectual property rights of the interested parties.
Notwithstanding compliance with applicable mandatory provisions, the Supplier declares that it operates the website in a manner that complies with the principles and guidelines established by the European Union on industrial and intellectual property.
8 - ADVERTISING ON THE SITE
The Supplier reserves the right to display advertisements on the Site that are compatible with its activities, as well as links to other sites that comply with its obligations under this contract.
9 - EXPRESS TERMINATION CLAUSE
Without prejudice to any further compensation for damages and/or the application of any default interest at the statutory rate to be paid by the defaulting party, this Contract shall be deemed to be terminated in accordance with Article 1456 of the Italian Civil Code if the Purchaser breaches any of its obligations under this contract. The termination of the contract shall be effective by operation of law upon receipt by the Participant of a notice by registered letter with return receipt or certified email containing the objection of non-performance and the Supplier's intention to avail itself of this express termination clause.
10 - SUPPLIER'S DISCLAIMER
The Supplier shall not be responsible for any direct or indirect, incidental or consequential damage, in the event of errors, omissions and inaccuracies in the data transmitted, or in the event of interruptions, suspensions, delays and anomalies in the operation of the website and in the delivery of the Products, even if resulting from technical problems, unless they are directly and immediately attributable to wilful or grossly negligent conduct on the part of the Supplier.
The Supplier shall not be responsible for any direct or indirect, incidental or consequential damages, such as lost profits, loss of business and/or business opportunities and any other damage that may arise from computer hacking or other unlawful intrusion or use of data by unauthorised third parties, as well as from commercial fraud or other improper or unlawful conduct by the participant companies, unless directly and immediately attributable to wilful or grossly negligent conduct of the Supplier.
In no event shall the Supplier be held responsible in connection with damages resulting from the malfunctioning of the site, or from the inability to use the site for online purchases, nor for fortuitous events, force majeure or factum principis.
11 - SUPPLIER'S OBLIGATIONS AND RESPONSIBILITIES
Comastri Distribution undertakes to promptly respond to any specifically requested information. All requests and communications, as referred to in the above points, received by Comastri Distribution will be acknowledged promptly and, in any case, within 15 days of their receipt. This is with the express exception of the periods of inactivity of the Laboratory communicated in advance to the parties through publication on the site.
Comastri Distribution accepts no liability for failures attributable to force majeure such as, but not limited to, accidents, explosions, fires, strikes and/or lockouts, earthquakes, floods, delays in sea, air or rail transport, production delays, power cuts and/or interruptions of telephone lines or network connections caused by third parties, and other similar events that prevent, in whole or in part, the performance of the Contract.
Comastri Distribution assumes all responsibility for the content of the information provided by it and published on the site, in relation to the execution of the contract as required by our regulations.
12 - CONFIDENTIALITY AND SECURITY OBLIGATIONS
The Parties undertake to respect and enforce the obligation of secrecy. The Parties mutually acknowledge that information considered confidential and personal data of third parties shall be processed by observing the appropriate security measures to ensure the confidentiality and privacy of such data.
Through the Hosting Provider, the Supplier undertakes to apply and have applied to the site and to all telematic communications the procedures and security measures deemed appropriate, according to the current level of technical and IT knowledge, to guarantee their security and to avoid the risks of unauthorised access, tampering, delay in registration or processing, destruction and loss of information and/or transmitted data.
The supplier and the purchaser undertake to apply all procedures and security measures to their computer systems and, therefore, to all telematic communications that are deemed suitable, to the best of their technical, computer and telematic knowledge, to avoid the risks of unauthorised access, tampering, delayed recording or processing, destruction and loss of transmitted information and/or data.
14 - PERSONAL DATA PROTECTION
In accordance with EU Regulation 2016/679 and Italian Legislative Decree no. 196 of 30 June 2003, as amended by Italian Legislative Decree 101/18, declare that they undertake the processing of personal data for the purposes related to the execution of this contract and the fulfilment of the legal and contractual obligations arising therefrom, as set out in the information notice published in the data entry section to complete the online purchase on the website Privacy Policy, and made available to the interested party with which the same has been correctly informed.
The Contracting Parties also acknowledge that personal data will be processed by observing appropriate technical and organisational security measures for the protection of the data and by virtue of the processing carried out, in accordance with Article 32 of EU Regulation 2016/679.
15 - COMMUNICATIONS
With the exception of the cases expressly indicated - i.e. established by legal obligations - communications between the Supplier and the Purchaser shall preferably take place by means of email or certified email to the respective electronic addresses (indicated in the epigraph for the Supplier in the registration form for the Purchaser). The Parties undertake to notify each other of any changes in their respective contact details during the term of this contract. In the event of failure to communicate such a change, all communications made under the old contact details shall be fully effective and valid.
16 - CHARGES AND EXPENSES
Any tax and contractual charges relating to shipping shall be borne by the purchaser. With regard to sales outside the territory of the European Union, transport costs are excluded from the indicated price and will be calculated in the purchase price at the final stage (before reaching the shopping cart).
17 - APPLICABLE LAW AND PLACE OF JURISDICTION
This contract is governed by Italian law. In the event of disputes arising out of or in connection with this contract, the parties hereby declare that the Court of Bologna shall have exclusive jurisdiction.
In accordance with and for the purposes of Articles 1341 and 1342 Italian Civil Code, the Participant declares to have carefully read the contract and to expressly and specifically approve the following articles and/or clauses: 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 16, 17.