Conditions de vente eShop Clients professionnels

SALES TERMS eSHOP PROFESSIONAL CUSTOMERS

Rev. 01.06.21
GENERAL CONDITIONS OF SALE eSHOP PROFESSIONAL CUSTOMERS
1. SCOPE OF APPLICATION
1.1 These general conditions of sale (hereinafter "Conditions") govern and apply to all current and future sales of products (hereinafter "Product" and / or "Products"), to be understood as goods produced by Ghidini Lighting S.r.l. and distinguished by the Ghidini and Lucitalia brands (hereinafter "Trademarks"), concluded through the website www.ghidini.it (hereinafter "Site") between the company Ghidini Lighting S.r.l. with headquarters in 25065 - Lumezzane (BS) - Italy, Via Monsuello n. 211, registered in the Brescia company register under no. 536731, Fiscal Code / VAT: 03468330984, Tel. 0039.030.8925625, Fax: 0039.030.8248406 pec: ghidinisrl@legalmail.it, E-mail: customerservice@ghidini.it (hereinafter "Ghidini") and professional customers ( hereinafter "Customer"), to be understood as those who act in the exercise of their business, commercial, craft or professional activity.
1.2 The Customer undertakes to read the Conditions carefully before transmitting his purchase order on the Site in accordance with the provisions of the following par. 2. The Customer, by submitting his purchase order, acknowledges having read, understood and accepted the Conditions, without any limitations or reservations and undertakes to print and keep a copy.
1.3 The Conditions do not regulate the sale of products and / or the provision of services by parties other than Ghidini present on the Site through links, banners or other hypertext links, for whose actions Ghidini assumes no responsibility.
1.4 The Conditions may be subject to modification by Ghidini at any time. Any changes will come into force from the date of their publication on the Site.
1.5 Purchases made by the Customer on the Site are governed by the general conditions of sale in force on the date the Customer sends the purchase order. Ghidini therefore recommends the Customer to carefully read the general conditions of sale whenever he intends to make a new purchase.
1.6 It is understood that, unless otherwise agreed in writing, neither these Conditions nor the subsequent purchase and sales contracts governed by them allow the Customer to be part of any Ghidini selective distribution network, grant the Customer any exclusive right or any power to act. in the name and / or on behalf of Ghidini nor to present itself to third parties as a distributor, agent, dealer or affiliate of Ghidini.
2. PRODUCT ORDERING PROCEDURE
2.1 To place an order, the Customer is required to follow the procedure described below.
2.2 The Customer who intends to make a purchase on the Site must select the desired quantity for each Product and add the Products to the "Cart"
2.3 Once the Products have been added to the Cart and clicked on the "Checkout" icon, the Customer will be asked to:
a) indicate their e-mail address, company name and VAT number;
b) select - in the "Private / Company" option - that the purchase is made as a “Company”.
2.4 After clicking on the "Continue" icon, the Customer must indicate their shipping and billing information and then press the "Next" button. The Customer will then see an "Order Summary" page containing the following information:
• main characteristics, price and quantity of each product ordered;
• total price of the order and any shipping costs.
The Customer is required to verify the accuracy of the data indicated in the "Order Summary" and only then to click on the "Next" button. The contents of the Cart as well as the data entered by the Customer during Checkout (see par. 2.3 and 2.4) can be checked and / or modified by the Customer - by clicking on the "Back" button - until the time of sending the order (see next par. 2.6)
2.5. Once the accuracy of the data indicated in the "order summary" has been verified, the Customer will be asked to:
a) read the Conditions and confirm acceptance by checking the box "I accept the conditions of sale";
b) accept the content of the clauses referred to in par. 3.3, 6.3, 7.4, 8.4, 8.7, 9.2, 10 and 14 of the Conditions by ticking the box "having read the conditions of sale and including the content, pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code, I expressly accept the clauses referred to in par. 3.3 (Conclusion and effectiveness of the sales contract), 6.3 (Product Availability - Ghidini's Limitation of Liability), 7.4 (Product Delivery - Ghidini's Limitation of Liability), 8.4 and 8.8 (Warranty - Ghidini's Limitation of Liability), 9.2 (Product recall - Ghidini's limitation of liability), 10 (Civil liability) and 14 (Applicable law and competent court) of the conditions of sale themselves "
c) read the Privacy Policy and confirm that it has been read by checking the box "I declare that I have read the information on the processing of personal data";
d) declare whether it intends to consent to the processing of its personal data for commercial or marketing purposes by Ghidini by selecting, only in the event that it intends to consent to it, the box "I consent to the processing of my personal data to receive commercial or marketing communications from Ghidini Lighting Srl ".
It should be noted that, while with reference to par. 2.5 a), 2.5 b) and 2.5 c) the selection of the relevant boxes is mandatory to proceed with the purchase, in the case referred to in par. 2.5 d) the Customer is required to tick the relevant box only if he intends to receive commercial or marketing communications from Ghidini.
2.6. The Customer must then select the desired payment method and proceed with sending the order. The Customer expressly acknowledges that placing the order implies the obligation to pay the price and other amounts due under the Conditions (see par. 4).

3. CONCLUSION AND EFFECTIVENESS OF THE SALES CONTRACT
3.1. By sending his/her order (par.2.6), the Customer declares to have read, understood and accepted the Conditions and acknowledges that the same, in case of acceptance of the order by Ghidini (see par.3.2), they will be binding between the Parties (by such means the joint indication of Ghidini and the Customer).
3.2. The sales contract is considered concluded and effective between the Parties with the sending by Ghidini of an order confirmation e-mail to the address indicated by the Customer during the ordering phase (see par. 2.3 a). The order confirmation e-mail contains the Customer's data and the order number, the price of the Products purchased, the shipping costs, the delivery address to which the Products will be sent, the expected date for delivery of the Products, the Tracking Number as well as the link to be able to print and archive a copy of the Conditions.
3.3. The Customer undertakes to verify the correctness of the data contained in the above e-mail and to notify Ghidini of any corrections and / or changes to be made no later than 24 (twenty-four) hours from receipt by the same, after which the any order confirmation that differs from the order must be considered accepted by the customer.
3.4. Ghidini reserves the right to accept the order sent by the Customer within 2 (two) working days starting from the working day following the one on which the Customer sent his order. In the absence of a written order confirmation from Ghidini within the term indicated above of 2 (Two) days, the order will be considered not accepted. In this case Ghidini will have to provide, without undue delay, for the reimbursement of any amount already paid by the Customer.

4. PRICE AND METHOD OF PAYMENT.
4.1. All prices indicated on the Site are expressed in Euros (€) and are net of value added tax (VAT).
4.2. Ghidini reserves the right to change, without notice, at any time and at its own discretion, the sales prices indicated on the Site. It is obviously understood that the price applied to the Customer will be that indicated on the Site at the date of the order by the Customer himself (and indicated in the confirmation e-mail sent by Ghidini pursuant to par.3.2), without considering any price increases or decreases for any reason subsequently intervened
4.3. The sales prices indicated on the Site do not include shipping costs, which are therefore to be understood as the responsibility of the Customer unless the Site, at the end of the purchase procedure, determines the shipment to be paid by Ghidini. Shipping costs are calculated automatically by the system based on the Products selected by the Customer, the place of delivery and the shipping method chosen by the Customer. This amount will be highlighted separately on the order form prior to sending and on the order confirmation e-mail.
4.4. Payment for the Products can only take place by means of one of the payment methods indicated on the Site. The Customer guarantees Ghidini that he is in possession of all the necessary authorizations to use the chosen payment method. The data entered by the Customer for payment purposes are encrypted and are transmitted directly to the payment manager without passing through the Ghidini servers, which therefore will never access or store such data.
4.5. The price and any shipping costs will be charged to the Customer when the order is sent by the latter (see par. 2.6).
4.6. Ghidini will process the purchase order only after receiving confirmation of the authorization to pay the total amount due, consisting of the purchase price and shipping costs, if due.
5. TECHNICAL CHARACTERISTICS; QUALITY AND PACKAGING
5.1. The Customer, before concluding the purchase contract, is required to examine the technical characteristics of the Products that Ghidini undertakes to indicate in specific information sheets available on the Site.
5.2. Any images on the Site accompanying the Products are purely illustrative. Ghidini cannot therefore be held responsible for any non-substantial differences (by way of example but not limited to: the color of the Products) found between the images of the Products on the Site and the Products purchased by the Customer.
5.3. The Product catalog provides information on the technical characteristics and dimensions of the Products for indicative purposes only. At any time, and without notice, Ghidini reserves the right to include new Products and to reduce and / or cease the sale and / or production of Products on the Site, in relation to its production needs.
5.4. Ghidini guarantees the compliance of the Products with the requirements that may be in force in Italy, also regarding safety, and with European legislation.
5.5. The Products are sold and delivered in compliant packaging, according to the best rules and practices in the industry. In case of resale of the Products, the Customer will not be able to alter and / or modify the original packaging under penalty of forfeiture of any warranty on the Product supplied.
5.6. Ghidini will provide with the Products the instructions for use / assembly and anything else necessary for their proper use and the Customer, who purchases the Products to resell them, undertakes to deliver said material also to the third-party purchaser with a recommendation to keep them, if necessary , together with the declaration of conformity of the system to which the Products access.
6. AVAILABILITY OF PRODUCTS
6.1. The availability of the Products indicated on the Site refers to the actual availability of the same at the time the Customer places the order. This availability is purely indicative as:
• due to the simultaneous presence on the Site of multiple users, the Products could be sold to other customers before the Customer places his order;
• an IT anomaly may occur such as to make a Product available for purchase that is not actually.
6.2. In case of unavailability (even partial) of the ordered Product, Ghidini undertakes to immediately inform the Customer by e-mail, indicating the first date on which the Product will become available again. The Customer, in the following 48 (forty-eight) hours, will have the right to confirm the order or cancel it. In the absence of communication from the Customer, the order will be considered tacitly confirmed. In case of cancellation of the order, however, the amount relating to the unavailable Products will be refunded to the Customer without undue delay and, in any case, within a maximum period of 14 (fourteen) working days from the date of cancellation of the order. The refund amount will be communicated by e-mail and credited to the same payment method used for the purchase. Ghidini declines all responsibility for any delays in crediting attributable to the bank or to third parties.
6.3. Under no circumstances will Ghidini be held responsible for any damage - direct and / or indirect - resulting from the unavailability (even if supervening) of the Products on the Site.
7. DELIVERY OF PRODUCTS
7.1. Ghidini will deliver the Products to the Customer at the address indicated by the latter at the time of the order, as confirmed by Ghidini in the order confirmation e-mail referred to in par. 3.2. It will not be possible to make deliveries to addresses located outside the European Union.
7.2. Ghidini will do its best to deliver the Products within the deadline indicated in the order confirmation which, in no case, can be considered essential.
7.3. Ghidini fulfills its delivery obligation when it transfers the material availability or in any case the control of the Products to the shipper.
7.4. Under no circumstances will Ghidini be held responsible for any damage - direct and / or indirect - deriving from delays in delivery.
7.5. In case of non-delivery due to the absence of the Customer at the address indicated (see par. 3.2), the courier will leave a postcard to certify the delivery attempt, indicating the number that the Customer must contact to request a second delivery attempt. If this second attempt is also unsuccessful, the Products will be returned to Ghidini which will keep them in stock for no more than 30 (thirty) days. The Customer will be notified of this by e-mail so that he can contact Ghidini and with the latter define the times and methods for a new delivery attempt. Should this further attempt also fail or the Customer should not contact Ghidini within the aforementioned term of 30 (thirty) days, the sales contract must be considered terminated by law and the order canceled. In this case, Ghidini will reimburse the sum paid by the Customer, net of the costs of unsuccessful delivery of the Products as well as the costs of returning the same to Ghidini and storage costs. The termination of the contract and the refund amount will be communicated to the Customer via e-mail. The refund amount will be credited to the payment method used by the Customer for the purchase.
7.6. It is up to the Customer to check the conditions of the Product that has been delivered to him. In the event that the packaging shows evident signs of tampering or alteration, the Customer must accept the delivery with reserve and promptly notify Ghidini by sending an e-mail to the following address: customerservice@ghidini.it or using the form referred to in following par. 8.2. In case of failure to report, the Customer will not be able to make any claim against Ghidini.
8. LEGAL WARRANTY
8.1. Unless otherwise agreed in writing, the duration of the guarantee against defects in the Products will be 2 (two) years, starting from the date of delivery provided they are promptly reported in writing, in the manner referred to in the following par. 8.2, within 8 (eight) days from the date of delivery of the Products for obvious defects or starting from the date of discovery for non-apparent defects.
8.2. The notification of defects of the Products during the warranty period must take place, in compliance with the terms referred to in the previous par. 8.1:
• by filling in and sending the appropriate form available at the following link; or
• by sending a registered letter a.r. to Ghidini Lighting S.r.l., Via Monsuello n. 211, 25065 Lumezzane (BS), Italy or a certified email to ghidinisrl@legalmail.it, indicating in detail: (a) the defects and / or non-conformities contested, (b) the quantity of defective Products, ( c) the order number, (d) the date of receipt of the defective and / or non-compliant Products, (e) the date of discovery of defects and / or non-compliance, (f) the address for collection and shipping of the Products.
8.3. Ghidini will proceed alternatively and at its sole discretion to replace or repair the defectiveProduct, within a reasonable period of time from receipt of the complaint.
8.4. In the case of Products purchased by the Customer for resale, Ghidini undertakes to indemnify and hold harmless the Customer exclusively and only within the limit of the price of the defective Products, with the express exclusion of the Customer's right to act directly or by way of recourse against Ghidini for any additional losses, damages, charges, costs and / or expenses. In the event of claims made or promoted by third parties, the Customer will promptly inform Ghidini in order to allow the latter to take all necessary steps to limit the damage and / or prevent further damage.
8.5. The return of the defective Products must be agreed in advance with Ghidini and authorized in writing; in this case the costs of returning the Products are charged to the Customer.
8.6. The warranty does not apply in the event that the defect of the Products is caused by assembly / disassembly, use, storage and maintenance of the Products in an incorrect manner or in a manner not compliant with the instructions for use and assembly provided by Ghidini or in any case in not authorized or approved in writing by Ghidini; nor in the event of modifications, transformations, alterations, processing or tampering of Products or their parts (including the application of accessories not approved by Ghidini).
8.7. This guarantee absorbs and replaces any other legal or conventional guarantee and excludes any other liability of Ghidini towards the Customer; therefore, in no case can Ghidini be held responsible for the loss of turnover or for the loss of image / commercial reputation or other direct / indirect damage suffered by the Customer as a consequence of the defects of the Products. Ghidini declines all responsibility for any damage that may arise directly or indirectly to people, things and animals due to the non-compliance by the Customer or third parties with all the requirements indicated in the instructions for use.
9. TRACEABILITYAND RECALL OF PRODUCTS
9.1. In the case of resale of the Products by the Customer to third parties, the Customer must guarantee full traceability of the Products and, in the event of mandatory and / or voluntary recall procedures due to serial defects, he will be obliged to collaborate fully with Ghidini, as well as to comply with any other action that Ghidini decides to undertake.
9.2. Ghidini may decide to withdraw the Products from the market by proceeding, at its sole discretion, with the replacement of the Products or, alternatively, with the reimbursement of the price in favor of the Customer. The Products will be collected at Ghidini's expense according to the instructions that it will send in writing to the Customer. Under no circumstances will Ghidini be held responsible for loss of turnover or loss of commercial image / reputation, or other direct / indirect damage suffered by the Customer as a consequence of the withdrawal of the Products from the market.
10. CIVIL LIABILITY
10.1. Compensation for any damage to persons or property deriving from the defectiveness of the Products supplied and directly attributable to Ghidini is limited to the maximum indicated in the civil liability policy of the same signed with a primary insurance company and is subject to the terms and conditions of the policy indicated therein. A copy of the insurance policy will be provided to the Customer, if the latter makes a written request.
11. TRIAL AND ARCHIVING
11.1. Each contract with the customer will be filed by Ghidini at its headquarters.
11.2. Ghidini agrees to archive this information in order to ensure the traceability of transactions and to produce a copy of the contract, upon request of the Customer.
11.3. In the event of a dispute, Ghidini will have the opportunity to demonstrate that its electronic tracking system is reliable and guarantees the integrity of the transaction.

12. INTELLECTUAL PROPERTY
12.1. Ghidini guarantees that the Products sold marked by the Brands are in its own free availability.
12.2.Any form of reproduction or use of Ghidini's trademarks and intellectual property rights is prohibited without the prior written consent of Ghidini. Any reproduction of the drawings, projects, studies, lighting calculations made by or on behalf of Ghidini and / or owned by Ghidini is also prohibited, without prior written consent.
13. PERSONAL DATA
13.1. Ghidini undertakes to manage and process the personal data provided by the Customer in compliance with current legislation on the processing of personal data as a separate information available in the footer of the website in the section useful links
14. APPLICABLE LAW - JURISTICTION
14.1. Italian law applies exclusively to these Conditions and to the contracts concluded between the Customer and Ghidini, with the express exclusion of the rules of private international law and the Vienna Convention 1980 (CISG) on the international sale of movable property.
14.2. Any dispute between the Customer and Ghidini, both in relation to these Conditions and to any contract concluded between the same parties, is referred to the exclusive jurisdiction of the Court of Brescia (Italy), without prejudice to Ghidini's right to act against the Customer before the Courts of the headquarters / domicile of the latter.

Having read the conditions of sale and including the content, pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, I expressly accept the clauses referred to in paragraphs:
3.3 Conclusion and effectiveness of the sales contract,
6.3 Product Availability - Ghidini's Limitation of Liability,
7.4 Product Delivery - Ghidini's Limitation of Liability,
8.4 and 8.8 Warranty - Ghidini's limitation of liability,
9.2 Product Recall - Ghidini's Limitation of Liability,
10 Civil liability
14 Applicable law and competent court of the conditions of sale themselves