GENERAL
ONLINE SALES CONDITIONS FOR BUSINESS TO BUSINESS RELATIONS (BtoB)
PREAMBLE
The present General Online
Sales Conditions rule the Business to Business (BtoB) sales contracts of the
products presented on the www.dalsoggiorace.com site,
owned by Mr. Dal Soggio Gianni, with headquarters in Italy, Zanè (VI) via A.
Volta 62, VAT IT00876640244, registered in the Registry of Businesses REA n. 184052,
which are carried out through the Internet.
The present General Online
Sales Conditions are ruled by the Electronic Business laws (Legislative Decree
n. 70/2003), and by the Italian law, and exclusively apply to the Internet Sale
and the purchaser must be a professional as defined in art. 1 lett. b) below.
Dal Soggio S.r.l. is available
to give any explanation, even on the phone, concerning the content of the
present General Online Sales Conditions to the Purchasers as defined below.
IT IS AGREED AS FOLLOWS
1.
Definitions
For the purposes of this
General Online Sales Conditions, the following expressions shall bear the
respective meaning set forth below.
a) Seller. “Seller”, Dal Soggio S.r.l.;
b) Purchaser.
“Purchaser” means any natural or legal person who is acting as a mechanical
workshop authorized by law in the country in which it operates and performs the
installation of the Products on motorcycles.
c) General Online
Sales Conditions. “General Online Sales Conditions” means the sales
contract stipulated by the Seller and the Purchaser through the use of
the www.dalsoggiorace.it, which is ruled by the
Distance Sales Contracts.
d) Contract or Sales
Contract. “Contract or Sales Contract” means the present General Online
Sales Conditions;
e) Website or Site. “Website”
or “Site” means the www.dalsoggiorace.com website, owned by the Seller, in which the
Purchaser may purchase online;
f) Order. “Order”
means the invitation to offer by the Purchaser relating to one or more
Products, through the use of the order procedure indicated in the www.dalsoggiorace.com website and in article 7
of the present Contract;
g) Product or
Products.“Product or Products” means the goods described in the Website
that may be purchased online by the Purchaser;
h) Party/Parties. “Party/Parties”
means the Purchaser and/or the Seller;
i) Consumer. “Consumer”
means a natural person who doesn’t act for business, handcrafted, or
professional purposes, and who purchases the Product from the Seller, by
requiring the installation of the product into motorcycles.
2. Subject
of the Contract
2.1 Online Sales. The
present General Online Sales Conditions apply to all the Orders made by the
Purchaser, as defined above in art. 1 lett. b), for the purchase of the
Products through the use of the www.dalsoggiorace.com Website.
2.2. Invitation to
offer. The presentation of products on the Web Site
constitutes an invitation to offer. The order of the Purchaser is treated as a
purchase contract proposal addressed to the Seller for the listed products,
each considered individually. Upon receipt of the order, the Seller, will
automatically send a message to the Purchaser confirming that the order has
been taken charged of (“Order Confirmation”). The order confirmation does not
constitute acceptance of the offer to purchase for the Purchaser. By sending
the order confirmation, the Seller, only confirms to have received the order
and to have started checking data and availability of the Products being
requested and check the status of payment by Purchaser (that has to be done
before shipping). The sale Contract with the Seller will be executed only when
the Seller will send a separate e-mail with the express acceptance of the
Purchase offer which will include information regarding the shipment of the
Product and the date of delivery (“Shipping Confirmation”). In the event that
the order is processed through several shipments, the Purchaser may receive
separate Shipping Confirmations. The Purchaser may cancel the order before
receiving the Shipping Confirmation.
The General Online Sales
Conditions exclusively apply to the purchases made on the Website. The Products
purchased on the Website are directly sold to the Seller, as defined above in
art. 1 lett. a).
2.3. Purchaser: mechanical
workshop. The Purchaser under Art. 1 letter b) is any
natural or legal person acting as owner of a workshop authorized under the law
of the place in which it operates (for Italy the Law 5 February 1992, n. 122)
to install the Products into the motorcycles. The Seller shall not entitle the
Purchaser to transfer for whatever reason the Products without installing them
into motorcycles. The Purchaser undertakes to sell the Products exclusively
through their installation performed by following exactly the installation
instructions delivered with the Products inside the packaging material.
Furthermore, the Purchaser shall not modify the Products, unless he is given
consent in writing by the Seller.
3. Content
and modifications
3.1Preamble. The
preamble above forms an integral part of the present Contract.
3.2 Content. The present
Contract replaces any agreement previously made between the Parties on the
matter which is subject of the Contract.
3.3 Modifications. In
case of variation of the General Online Sales Conditions, the General Online
Sales Conditions published on the Website at the time the Purchaser sent the
Order shall apply to the purchase Order.
4. Survival of Rights and
Obligations.
This Contract shall be binding
and be enforceable by the Party, its successors and assigns.
5. Information and
modifications of the Products
5.1. Description
of Products. For each Product, it is possible to visualize an
information sheet with the picture and the features of the Product. The
pictures and the colours of the products offered on sale on the Site may not
correspond to the real ones because of the Internet browser and/or the monitor
used. The Seller is not liable for eventual imprecision due to a particular
configuration of the computer or of a malfunction.
5.2. Modification of the
Products. The Seller may eliminate and/or replace the Products described on the
Site at anytime and without notice and may make technical and aesthetic
improvements which aren’t substantial or don’t worsen the quality of the
Product.
6. Prices
6.1. Price
of the Product. The prices of the Products inserted on the information
sheets are written in Euro and do not include IVA (IVA=VAT “Value Added Tax”),
if not otherwise indicated.
6.2 Shipping and payment
expenses. The prices of the Products indicated in the
information sheets don’t include the shipping expenses and those related to the
chosen payment condition, which are determined and calculated according to the
place of delivery and the payment condition chosen at the time of the Order,
which the Purchaser reads before sending the Order. The shipping expenses of
the Products and the expenses related to the payment condition are entirely on
the Purchaser’s account.
6.3 Modifications
of the Price of the Product. The prices of the Products published on
the Site may be updated and therefore may be modified. The Purchaser shall
purchase the Products at the price published on the Site at the time of the
sending of the Order.
6.4. Modification
of the Prices and of the shipping expenses according to the country of
delivery. The price of the Products and the shipping expenses may be
modified depending on the Country of delivery of the Products because of
different existing customs duty, taxes and related costs, and of the different
transport costs.
6.5. Special
Offers. The Seller has the right to give different special offers
depending on the country of delivery of the Products.
7. Order of the Product
7.1. Registration
on the Site. In order to purchase one or more Products, the Purchaser
shall register himself on the www.dalsoggiorace.com Site
beforehand and supply all the necessary personal data to the Seller so he may
carry out the order. The personal data shall be processed according to the
Legislative Decree 196/2003 (Personal Data Protection Code). The Seller may
require a business profile or other equivalent document, in order to determine
the exact identity of the Purchaser. Once the Seller has received the personal
data from the Purchaser, he shall immediately send an e-mail to the Purchaser
which shall indicate the authentication procedure, to allow him the access to
the Site where he may purchase online, which will include the account and the
password chosen by the Purchaser (the password will not be revealed to the
Seller).
7.2 Order
Procedure. The purchase orders shall be made exclusively online through the
order procedure, present on the Site exclusively by Purchasers as indicated in
art. 1 letter b) acting for purposes relating to their business activities, and
by owners of a mechanical workshop who possess the requirements stated in Art.
2.3.. After accessing the “online shop” page, the Purchaser may select the
Products to purchase, by inserting them in the “virtual cart”, whose content
the Purchaser may always see before proceeding to the sending of the Order.
During the Order Procedure until the sending of the Order, the Purchaser may
modify the inserted data.
7.3 Acceptance
of the General Online Sales Conditions. When the Purchaser sends the
Order, he declares to have read and to accept the General Online Sales
Conditions indicated on the Site and declares to have read all the indications
given during the purchase procedure.
7.4 Order Confirmation. Once
the Seller has received the Order, he shall send an automatic reply message on
the e-mail account given by the Purchaser, which contains the confirmation of
the reception of the Order. The Order Confirmation will summarize the Products
chosen by the Purchaser, the related prices (including the delivery costs and
the ones related to the chosen payment conditions), the Order number and the
General Online Sales Conditions.
7.5 Formation of the Contract.
The Contract shall be considered formed only when the Seller will send the
Purchaser a separate e-mail with express acceptance of the purchase offer which
will also include information related to the shipment of the Product and to the
date scheduled for delivery (“Shipping Confirmation”) and has received the
payment. In the event that the order is processed through several shipments,
the Purchaser may receive separate Shipping Confirmations. The Purchaser may
cancel the order before payment.
7.6 Unavailability
of the Products. The Seller doesn’t guarantee the full availability of
the Products inserted in the information sheets on the Site. If the Products
aren’t available, the Seller shall communicate it to the Purchaser by e-mail.
In case there isn’t any
delivery of the ordered Products, the Purchaser has the right to get back the
whole paid amount.
7.7 Checking
of the data. The Purchaser undertakes to check the data inserted in
the Order Confirmation is correct and to notify the Seller of any eventual
mistakes by e-mail within 24 (twenty-four) hours of the reception of the Order
Confirmation. Any eventual added costs caused by mistakes in the data which
aren’t communicated within the time limit indicated above, shall be on the
Purchaser’s account.
7.8Checking the orders. The
Purchaser may check his own orders on the Site, in the “Order History” area.
8. Payment Conditions,
invoices, and retention title
8.1 Payment
conditions. The Italian or foreign Purchaser who purchases the
Products may pay by using one of the following payment conditions: PayPal and
banker’s swift transfer.
8.2 Time
of payment. After placing of the Order, the Purchaser shall pay the whole
price of the ordered Products, and the transport costs and the costs related to
the chosen payment conditions. If paying by bank transfer, the Purchaser shall
pay within 2 (two) working days from the “Shipping Confirmation receipt” which
shall bear the bank details on which to make the payment. In the case of
non-payment, the Seller shall not make the shipment of the products until full
payment of the same.
In case of late payment
default interest shall be due by the Purchaser pursuant to Legislative Decree
no. 231/2002 and its subsequent amendments.
8.3 Invoices. The
Seller shall send the invoices which shall be attached to the delivered
Products and/or sent by e-mail to the e-mail address communicated by the
Purchaser through the Shipping Confirmation. No modification of the fiscal
documents shall be made after they have been issued. Invoices will be available
in PDF format in the section “my account” of the Site.
8.4 Retention
title. It is agreed that, the Products delivered remain the Seller’s
property until complete payment is received by the Seller, including the
shipping and the chosen payment method expenses. The Purchaser undertakes to
refrain from engaging in conduct or acts such as to prevent the exercise of the
reservation of title by the Seller. In the event that the Purchaser prevents
the exercise of a reservation of title by the Seller, the Seller will be
entitled to revoke with immediate effect all orders accepted and not yet
performed with the shipment of Products.
9. Delivery of the Products.
9.1 Conditions
and terms for the shipping. The shipping of the Products shall be done
according to the conditions chosen by the Seller, within 1 (one) working days
following the reception of the Payment.
9.2 Failed
Picking up of Products. If the Purchaser isn’t present at the agreed
address for the delivery of the Products or in case the package isn’t picked up
at the forwarder’s deposit, the Purchaser shall pay the price of the ordered
products anyways and any storage costs will be charged to the Purchaser. The
Purchaser authorizes the Seller to charge the storage costs incurred for late
delivery of the Products due to the Purchaser, by charging the amount due by credit
card, if the payment was granted by credit card. If the Purchaser, has chosen
the bank transfer as payment method, he agrees to pay the Seller the costs of
storage of the Products within two (2) working days from the payment request
sent by email from the Seller to the Purchaser.
9.3 Risk of loss or damage to
Products. The risk of loss or damage to Products during the shipping shall be
on the Seller’s account until the delivery to the Purchaser. The Products are
sold with DAP (Delivered At Place) Incoterms ® 2010, and therefore if there is
exportation, the Seller has no obligation to clear the goods for import, pay
any import duty or carry out any import customs formalities, and the Purchaser
shall pay the value added tax (VAT) applicable in its country.
9.4 Failed
or delayed delivery. The Seller shall not be liable for the failed or
delayed delivery of the Products in the following cases:
a) if the supplier of the
Seller has not delivered the goods for the manufacturing of the Products in the
agreed terms;
b) if the Seller is not able
to obtain the unavailable Products for reasons which do not depend on him.
In any case, the Seller shall
immediately notify the Purchaser that the products are unavailable.
9.5 Failed
or delayed delivery due to Force Majeure. The Seller shall have the
right to suspend performance of his contractual obligations when such
performance becomes impossible or unduly burdensome because of unforeseeable
events beyond his control, such as strikes, boycotts, lock-outs, fires, war
(either declared or not), civil war, riots, revolutions, requisitions, embargo,
energy black-out, flood, earthquake, delay of components or raw materials. The
Seller wishing to make use of the present clause must promptly communicate in
writing to the other Purchaser the occurrence and the end of such force majeure
circumstances. Should the suspension due to force majeure last more than 30
(thirty) days, the Purchaser shall have the right to terminate the Contract. If
there is termination of the Contract because of Force Majeure, the Purchaser
shall not have the right to any compensation for any reason. The Purchaser
shall have the right to the reimbursement of the paid amount for the Product.
10. Warranty Right of redress.
10.1 Expiry
and forfeiture. When the Purchaser finds defects in the Products, he
may contact the Seller, with forfeiture within 8 (eight) days of the discovery,
and report the conformity defect. The legal warranty is valid for a period of 1
(one) year from the delivery date of the flawed Product. After such a period,
the Seller shall not be liable for any conformity defects found by the
Purchaser. In case of obvious defects, the Purchaser shall report defects
within 10 (ten) days from the delivery date, and the transport costs and any
other expenses for the return of the Products will be charged to the Purchaser.
10.2 Communication of the
conformity defect. The Seller invites the
Purchaser to describe in the most detailed way possible the nature of the
defect found and eventually to send a copy of the Order documents, to indicate
the number of the Order, and any other data which is useful for the correct identification
of the claim.
10.3 Repair
and replacement. The Seller, depending of the situation, shall do the
repairs and make the requested replacements within a congruous period of time
from the time of examination of the defect. If the Product is replaced or
repaired, the warranty terms (expiry and forfeiture) start from the delivery
date of the repaired or replaced Products.
10.4 Return
of the Products because of conformity defects. If the warranty
provides for the return of the Product to the Seller, the Product shall be
returned by the Purchaser to the Seller with the complete original packaging
(including the attached documentation and eventual accessory material), within
10 (ten) days from the notification of the defects.
10.5 Guarantee waiver. The
Products will not be subject to warranty for defects in the event that the
Purchaser or the Consumer has made improper use of the Products, or if the
Products have been altered or modified without the written consent of the
Seller, if they have been kept in an unsuitable way considering the nature and
features of the Products, or if they have been installed incorrectly or without
complying with the installation instructions.
10.6 Withdrawal of defective
products. The Purchaser undertakes to support the Seller in the withdrawal from
the market of defective products, if expressly requested by the Seller.
10.7 Products not installed by
the customer. The Seller does not warrant the Products
not installed by the Consumer when performing his activities as mechanic.
11. Responsibility for
installation, Liability on Product and for damages
11.1 Responsibility for
installation. The Products may not be consistent with
the Italian Highway Code or with the Highway Code of the country of destination
of the Products. The Purchaser therefore assumes full responsibility for the
installation of the Products into motorcycles circulating on roads open to
traffic.
11.2 Liability on
Product. The Seller, to the extent permitted by law,
disclaims any liability in the event that the delivered product does not comply
with the legislation of the country of delivery other than Italy.
11.3 Liability for damages. The
Seller is only liable for direct damage foreseeable upon formation of the
Contract, except in cases of wilful misconduct and gross negligence. The Seller
is not responsible for any losses, lost profits or any other damage suffered by
the Purchaser that are not immediate and direct consequence of his failure, or
that they were not predictable at the time of formation of the Sales Contract.
12. Protection of intellectual
property rights.
12.1 Website. The content
of the website, including but not limited to texts, photos, trademarks,
pictures, description of Products, is owned and managed by the Seller and it is
forbidden to copy, reproduce, or use it in any way, without the Seller’s
written authorization.
12.2 Printing the material
contained in the Website. The Purchaser may print the
material contained on the Website only with the written authorization of the
Seller.
13. Early termination
13.1 Resolution with immediate
effect. Each Party may terminate this contract with
immediate effect, by a written notice sent by means of communication ensuring
evidence and date of receipt, in case of a breach of contractual obligations by
the other party, amounting to a justifiable reason for immediate contract
termination or in case of occurrence of exceptional circumstances which justify
the earlier termination, as set forth below.
13.2 Circumstances of
fundamental breach. The parties jointly agree that
the breach of the provisions under articles 2.3, 8.2, 8.4, 9.2, 9.5 is to be
considered in any case, whatever the importance of the violation, as a
justifiable reason for immediate contract termination. Furthermore, the breach
of any other contractual obligation, which is not remedied by the breaching
party within 15 days after having been invited in writing to do so by the order
party, shall be considered as a justifiable reason for the immediate contract
termination.
13.3 Circumstances
justifying earlier termination. Shall be considered as exceptional
circumstances justifying the immediate contract termination: bankruptcy, any
kind of composition between the bankrupt and the creditors, any important
changes in the juridical structure or in the management of the parties as well
as any circumstances which may affect the punctual carrying out of the
obligations set forth in the Agreement.
14. Severability
14.1 The
invalidity of a clause. Should any clause be considered invalid or
unenforceable by the judgement of a Court of competent jurisdiction or award of
an Arbitral Tribunal, all other provisions shall remain in full force and
effect.
14.2 Replacement
of the invalid clause. The Parties agree, however, to replace, when
possible, any provision declared invalid by a provision which shall reflect
their initial intent, as objectively and consistently as possible and in
accordance with the basic relationship existing between the Parties.
15. No Waiver
The non-enforcement of any
provision contained in this Agreement shall not be construed by either party as
a waiver of the right to enforce the provision at another time under different
circumstances and/or enforce other provisions of this Agreement.
16. Communication. Language of
the Contract.
16.1. Written Form. The
communications expected in the present contract shall be done in written form
in English and sent by the Purchaser to the following address to the Seller:
Dal Soggio S.r.l.
Zanè (VI) – Via A. Volta 62
Tel: 0039 0445 314051
e-mail: info@dalsoggiorace.com
16.2 Language.
The present Contract, written in English may be translated by the Purchaser
into another language. If there is a conflict between the terms, the English
term shall prevail.
17. Applicable law and jurisdiction.
The present General Online
Sales Conditions are ruled by the Italian law.
18. Mediation and Arbitration
18.1 Mediation. Any
dispute between the Parties relating to or arising from this Contract shall be
submitted to a procedure of mediation conducted by a sole mediator, appointed
and proceeding in accordance with the Mediation Rules of this body by the local
branch – if any – of the Mediation Centre for Europe, the Mediterranean and the
Middle East having its seat in Strasbourg, which Rules are in force at the date
of filing of the application for mediation. . . .
18.2Arbitration. In the
event of the mediation proceedings not taking place or being unsuccessful, any
dispute arising from said relationships between the Parties shall be determined
in accordance with the Arbitration Rules and the Internal Rules of the European
Court of Arbitration – being part of the European Centre of Arbitration having
its seat at Strasbourg (in force at the time the application for arbitration is
filed), with right to appeal – unless forbidden by the applicable procedural
law – including for wrong choice of the substantive law and or for errors of
substantive law and errors of fact, by way of rehearing by an appellate
arbitral tribunal (if so allowed by the applicable procedural law), of which
adoption of this clause constitutes acceptance. The arbitration proceedings
shall be conducted according to the provisions of the said Rules by a sole (1)
arbitrator who shall be appointed, by the Central Registrar of Strasburg. . The
arbitration proceedings shall be conducted according to the provisions of the
said Rules by a sole (1) arbitrator who shall be appointed, by the Central
Registrar of Strasburg. .
18.3 Confidentiality. The
Parties undertake to keep, and to cause their Counsel, advisors, managers,
employees and agents to keep strictly confidential the dispute, the facts, the
documents, the evidence and the award.
18.4 Duration of the
proceedings. The Parties agree to conduct and to cause their
Counsel to conduct themselves in a manner which limits the duration of the
proceedings to six months, and to avoid the production of documents and the
calling of witnesses who are unnecessary or irrelevant, restraining motion
practices, avoiding delays, vexatious or repetitive conduct and in general any
over lawyering and accepting to pay to the other parties all legal costs caused
by a breach of such commitment, even in cause of final success in the dispute.
18.5 Reimbursement and interim
award. Each Party further undertakes to promptly reimburse the other Parties
which should pay its share of any advance requested by the European Court of
Arbitration or by its local competent Chapter – if any – for the proceedings
and to recognize that the other Parties shall be entitled to an ex parte
summary judgment, or other summary proceedings, against it for such repayment.
The Parties request the arbitrator to issue as soon as possible an interim
award for the part of a claim or cross claim which is undisputed or manifestly
grounded.
18.6 Place and languages: The place
of the proceedings shall be Vicenza. The language of the proceedings shall be
English.