Reseller terms of sale

Home Reseller terms of sale
1.    DEFINITIONS
1.1    The terms listed in this clause shall have the meaning given below:
a)    "Unit": the company Unit Garage Srl, with registered office in 47832 - San Clemente (RN), Via Annibolina n. 19, Italy; C.F. and P. IVA 04242270405;
b)    "Buyer": the person or legal entity who purchases the Products of Unit in order to resell them in their commercial premises, and which, therefore, DO NOT act as a consumer and / or distributor and / or agent;
c)    "Web Site": the website www.unitgarage.com;
d)    "Products": the products listed on the Website;
e)    "CGS": these general conditions of sale;
f)    "Module": the special-order form in electronic format on the Website;
g)    "Trademark": registered trademark Unit;
h)    "Confidential Information": the information owned by Unit relating to the Know How, to the technical and commercial news of Unit such as, by way of example and not exhaustively: drawings, prospectuses, documents, formulas, catalogs, user manuals, Frequently asked questions, product codes, price lists and correspondence;
i)    "Country": the country in which the Buyer has his place of business.

2.    SCOPE OF APPLICATION AND OBJECT OF THE CONTRACT
2.1    These GCS regulate distance sales contracts of the Products, stipulated between Unit and the Buyer, through the procedures of the Web Site;
2.2    These CGS do NOT apply to sales of Products in favor of consumers, as defined by consumer protection regulations, as per Legislative Decree n. 206 of 6 September 2005 (so-called Consumer Code);
2.3    These GCS do NOT regulate, among other things, the sale of goods by parties other than Unit, which are present or recalled on the Web Site through links, banners or other hypertext links and, among other things, Unit declines any responsibility for the sales of these subjects;
2.4    These GCS may be subject to modification by Unit over time;
2.5    By signing and accepting these GCS, the Parties declare that they DO NOT intend in any way to constitute, as in fact they do not constitute, a contract of duration, a distribution or an agency agreement. By virtue of the foregoing, no exclusive rights are recognized, nor will the Buyer be entitled to any indemnity.

3.    CONCLUSION OF THE CONTRACT
3.1    In order to proceed with the purchase of the Products, using the Web Site, the Buyer will be asked to:
a)    Preliminary declaration to act "for purposes related to the professional activity carried out";
b)    Preliminary declaration of NOT having stipulated specific contracts with Unit;
c)    Read and accept by means of "point and click" these GCS (of which it is possible to save or print a copy);
d)    Fill in all its parts, by entering all the required data, the Module that is therefore to be considered as a contract order / proposal. It specifies that the Module contains a summary of the GCS, the essential characteristics of each Product ordered and the relative price (including all applicable taxes and fees), the means of payment that the Buyer may use, the methods of delivery, the shipping and delivery costs;
e)    Check, identify and correct any errors in data entry in the Module;
f)    Send the Module electronically to Unit;
3.2    The Module will be filed in the Unit's electronic database for the period of time necessary to process purchase orders received through the Modules and in any case within the terms established by law. If the Buyer has made the specific registration procedure present on the Website, he can always access his own Module, by consulting the section of the "Order List" Website in the "User Profile";
3.3    Unit will send to Buyer, to the e-mail address provided in the Module, an order confirmation containing a summary of the information indicated in the Module itself, as an example and NOT exhaustive: the conditions applicable to the contract, the essential characteristics of the Products sold, detailed indication of the price, means of payment, delivery costs and applicable taxes;
3.4    The contract is considered finalized when Unit sends the above-mentioned order confirmation to the Buyer;
3.5    Notwithstanding the sending of the order confirmation, Unit shall have the right NOT to process orders in the following cases:
a)    Unit has NOT received payment for the Products;
b)    The data entered by the Buyer in the Module are incomplete and / or NOT correct;
c)    The Products ordered by the Buyer are NOT available, even temporarily;
d)    The Buyer requires unique pieces (that is, products made to specific requests of the Buyer and different from Standard Products) that do not comply with safety standards or good technical standards;
3.6    If Unit DOES NOT intend to accept an order, it must promptly, and in any case within 30 (thirty) days from the day following the transmission of the Module,:
a)    Inform the Buyer by e-mail;
b)    Reimburse any sums received by the Buyer..

4.    CHARACTERISTICS OF THE PRODUCTS
4.1    Without prejudice to the case in which the product card or the Order Confirmation contain different and specific provisions, the Buyer acknowledges that the Products are NOT approved for road use and therefore can only be used for different uses, such as for example, exhibitions, shows, fairs or uses on road circuits closed to public transit;
4.2    Unit, therefore, declines all responsibility in the event that the Buyer uses the Products for normal road use, and will NOT be liable for damage to things and / or persons from a different use than the one intended;
4.3    The Buyer undertakes to inform all those who purchase the Products from the Buyer himself about the characteristics of the Products and their non-suitability for road traffic. If the Buyer DOES NOT comply with the information obligation set forth in this clause, he will be obliged to indemnify and hold harmless Unit from any prejudicial consequence deriving from such omission.

5.    PRICE AND METHOD OF PAYMENT
5.1    Payment of the price of the Products might be made by the Buyer through:
a)    Paypal;
b)    Bank transfer to be made in favor of the bank account indicated in the Module;
c)    Credit card;
5.2    The price for the purchase of the Products and the shipping costs, as indicated in the Module, will be debited to the Buyer's current account at the time of the order confirmation referred to in clause 3;
5.3    Payment is considered made only once the sum enters the availability of Unit material at its bank.

6.    DELIVERY TIME
6.1    Unit will send the Products as soon as possible from the moment it receives the payment. Should Unit NOT be able to send the Products within 10 (ten) days after receipt of payment, Unit shall notify the Buyer indicating the presumed shipping date and the latter can decide whether to accept such shipping date or cancel the order, obtaining a refund of the amount paid. In the event that the Buyer decides to cancel the order, he renounces to claim any compensation for damage caused by delay;
6.2    In the event that, following the notice referred to in the previous clause 6.1, the Buyer confirms his intention to receive the order anyway, he also renounces to any action for damages in relation to delays lesser than 60 days (sixty) compared to the one indicated and agreed term. In the event of a delay higher than 60 (sixty) days with respect to the term indicated and agreed in the previous clause 6.1, the Buyer shall have the right to terminate the contract, request reimbursement of the amount paid as well as compensation within the maximum limit of 10% of the value of the Products ordered.

7.    DELIVERY OF PRODUCTS AND LIMITS OF LIABILITY
7.1    Only for logistical reasons, the carrier used for shipping will be designated by Unit and the same shall be deemed accepted by the Buyer. However, in the event that the Buyer intends to use a carrier designated by itself, he must promptly inform Unit;
7.2    The costs of packaging and transport of the Products are charged to the Buyer, as indicated in the Module;
7.3    The Products shall be delivered by Unit to the Buyer at the address indicated in the Module. At the time of shipment of the Products, an email will be sent to the Buyer;
7.4    Upon delivery to the place indicated, in the absence of the Buyer, a notice shall be issued, after which the Buyer will be responsible for contacting the carrier as soon as possible to arrange the delivery methods;
7.5    Any liability of Unit for any disservices, delays or omissions in delivery, due to unforeseeable circumstances or force majeure, is excluded. In any case, the responsibility of Unit for delays in delivery CAN NOT exceed the cost of shipping costs incurred by the Buyer.

8.    PACKAGING
8.1    The Products will be packed and prepared for shipment by Unit according to the ordinary technique and care that the nature of the product recommends, with the protection required for normal transport conditions;
8.2    Any special packaging or additional service must be specifically requested by the Buyer and the relative expenses will be the sole responsibility of the latter.

9.     WARRANTY FOR DEFECTS
9.1    Unit warrants to the Buyer that the Products will comply with the technical specifications indicated in the order, and therefore free from defects and flaws;
9.2    Small discrepancies due to the craftsmanship of the Products, such as by way of example and NOT exhaustive inaccuracies in the drilling-coupling, and that however DO NOT affect the functionality and / or appearance and / or image of the Products, are not to be considered defects and inconsistencies;
9.3    Unless otherwise stated in the order confirmation, Unit guarantees the Products supplied for 12 (twelve) months from the delivery date;
9.4    The parts of the Products subject to normal wear and any consumables supplied are excluded from the warranty;
9.5    The warranty referred to in this clause will expire immediately in the event of:
a)    Tampering, disassembly, bad or incorrect use, bad or incorrect maintenance and / or custody of the Products;
b)    Failure to comply with the requirements indicated in the assembly manual, or where present, through a video provided with the Product;
c)    Use of spare parts of the Products NOT supplied by Unit;
d)    Buyer's non-payment in payments due to Unit;
9.6    The Buyer must examine the Products purchased within the shortest possible time and, in any case, must report any defects to Unit, by fax and / or email, with subsequent confirmation by registered letter with return receipt, no later than beyond 8 (eight) days from receipt of the Products, or from the discovery of the vices in case of hidden defects. It is understood that any complaints or disputes do not entitle the Buyer to suspend or delay payments;
9.7    The Products will be recognized as actually damaged only after Unit has ascertained and verified the existence of the defect, sending a communication to the Buyer by e-mail;
9.8    Except in the case of willful misconduct or gross negligence, under no circumstances will Unit be obliged to pay compensation for direct or indirect damages of any nature deriving from the Products.

10.    GUARANTEE REPLACEMENTS AND REPAIRS
10.1    The Unit warranty provides:
a)    The repair of Products recognized as faulty and / or damaged;
b)    If the repair is NOT possible, or if for any reason Unit NOT considers it opportune, the replacement of the Products recognized as faulty and / or damaged;
10.2    Unit is NOT responsible for any other charge or performance than those indicated in clause 10.1;
10.3    The Products replaced must be returned to Unit, at the expense of the latter, within 7 (seven) days of receipt of the communication referred to in clause 9.7 above. Unit, at its unquestionable choice, can proceed with the substitution by authorizing the Buyer to NOT return the Products.

11.    EXCLUSION OF LIABILITY
11.1    Unit assumes no responsibility for any damage that may arise, directly or indirectly, to the Buyer or to third parties / things / animals from the use and / or an incorrect assembly of the Products, from inadequate maintenance, or from repairs carried out by technicians NOT authorized;
11.2    Unit assumes no responsibility for any injury or damage to the Buyer or to third parties, occurring during or during the loading, unloading, assembly or installation of the Products;
11.3    The Buyer expressly exempts Unity from any responsibility under clauses 11.1 and 11.2 by obligating himself to keep it totally free and indemnified.

12.    PUBLICITY
12.1    The Buyer has NO obligation to promote the Products he purchases;
12.2    If the Buyer intends, on his / her own initiative, to promote the Products through for example fairs, events, showrooms or any form of advertising, he must give prior notice to UNIT and must scrupulously follow the indications and directives provided by Unit;
12.3    The Buyer will NOT be entitled to any compensation, reimbursement, or any form of economic contribution by Unit for the promotional activity carried out.

13.    UNIT BRAND, PROHIBITION OF REGISTRATION, DISTINCTIVE SIGNS AND NAMES OF DOMAIN
13.1    The Products are marked with the Trademark. The Buyer is obliged to keep the Mark on the Products, and NOT to affix other marks on the Products themselves without the specific written authorization of Unit;
13.2    The Buyer undertakes NOT to register, directly or indirectly, the trademarks, domain names or other distinctive signs of Unit and / or those relating to the Products, nor any trademarks, domain names or distinctive signs that are similar and confused with those of Unit and / or those related to Products;
13.3    In the event that the Buyer has registered or registered any right of lien on the trademarks, names or other distinctive signs or any domain name of Unit and / or those related to the Products, in violation of the provisions of the previous clause 13.1, these registrations will automatically and automatically be considered transferred by the Buyer to Unit or to the legitimate owners of those relating to the Products and, therefore, the Buyer undertakes as of now to perform all the necessary actions to improve and make effective transfer of these rights from the Buyer to Unit or to the legitimate owners of those relating to the Products, without the Buyer's right to the consideration or reimbursement of expenses and costs incurred;
13.4    The Buyer also undertakes NOT to use and / or register names or distinctive signs suitable for producing confusion with the names or distinctive signs legitimately used by Unit and NOT to imitate the Products or in any case carry out suitable acts by any other means to create confusion with the Products Unit.

14.    NON EXCLUSIVE
14.1    No exclusive right is recognized to the Buyer. Therefore Unit, unless otherwise agreed between the parties, shall be free to:
a)    Sell products directly in the Country;
b)    Selling Products to other retailers and / or distributors in the country;
c)    To appoint own agents, distributors in the country;
d)    and without payment to the Buyer, even in the form of a commission.

15.    NO INDEMNITY
15.1    Upon expiration of this agreement, for the activities carried out, the Buyer shall not be entitled to any compensation, reimbursement of damages suffered, indemnity or payment for the goodwill or commercial accreditation accrued to Unit.

16.    CONFIDENTIALITY AND NON-DISCLOSURE OBLIGATIONS
16.1    The Buyer, knowing the importance and the significant industrial and commercial value of the Confidential Information of which it should come directly or indirectly in possession of, undertakes:
a)    NOT to divulge, publish and / or communicate to third parties, directly or indirectly, in any form, the Confidential Information, nor dispose of and / or make use of any of it, directly or indirectly, outside that necessary for the performance of its activity professional;
b)    To Keep all Confidential Information in writing or otherwise tangible in a secure and inaccessible place and to take any other appropriate measures to maintain the confidentiality of the Confidential Information received;
c)    To Use the Confidential Information in compliance with the provisions of the Code regarding the Protection of Personal Data (Legislative Decree 30 June 2003, No. 196);
d)    NOT to use the Confidential Information for its own or third party interests;
e)    NOT to reproduce, copy and / or duplicate, in any way, documents (including electronic ones) containing the Confidential Information or any part thereof, except with the prior written consent of Unit;
16.2    Moreover, in view of the simple written request from the Unit, Buyer undertakes to:
a)    Immediately cease the use of Confidential Information;
b)    Return to Unit and / or immediately destroy all Confidential Information in its possession within 3 (three) days from receipt of the request;
c)    Certificate in writing, within 3 (three) days from receipt of the request, which no longer holds any Confidential Information and / or that those in its possession have been destroyed.

17.    FORCE MAJEURE
17.1    Unit will NOT be liable for failure to fulfill its obligation if this is due to force majeure. By way of example, they constitute events of force majeure: wars, civil unrest, fires, floods, energy interruptions and driving forces, strikes and serious supply difficulties;
17.2    If the cause of force majeure lasts for more than 6 (six) months, each party will have the right to terminate the contract.

18.    COMMUNICATIONS
18.1    Any communication requested or imposed on the basis of the contract or the GCS is considered validly carried out:
a)    Per Unit: at the addresses and contact details indicated by the Buyer in the Module;
b)    For the Buyer: at the following addresses of Unit: 47832- San Clemente (RN), Via Annibolina n. 19; Email: info@unitgarage.com.

19.    APPLICABLE LAW
19.1    The contract and these GCS are governed by Italian law and interpreted on the basis thereof with specific exclusion of the Vienna Convention 1980 on the international sale of movable property.

20.    JURISDICTION
20.1    .  All disputes arising from, or in connection with, this GCS and any sales regulated by the same, including those related to their validity, efficacy, interpretation, carrying out and termination, shall be settled exclusively in front of the Italian Civil Court of Rimini.
It is, however, granted only in favor of Unit, the unconditional right to start legal proceedings, as plaintiff, before the national judicial court within the competent place of jurisdiction where the Buyer has its legal seat.

21.    INFORMATION ON THE PROCESSING OF PERSONAL DATA
21.1    For the purposes of Italian law on the processing of personal data, Unit informs the Buyer that personal data (personal data, identification, tax and economic data) relating to legal persons entering into relationships with Unit, as well as personal data of natural persons who for them they act, are collected, registered, rearranged, stored and processed, for administrative-accounting purposes. In particular, these purposes concern the following activities: management of orders and invoices; stipulation of any contracts (including contracts for the credit insurance of the Unit towards the Buyer and contracts for the transfer of this credit); administration of suppliers; fulfillment of contractual obligations or legal obligations. The aforementioned data may be disclosed to third parties, in relation to the purposes for which they were acquired and collected;
21.2    The foregoing applies as information pursuant to the aforesaid legislation and the Buyer declares to give its consent, for all the purposes of the law, to the processing of the aforesaid data by Unit. The Buyer also declares to be fully aware of the text of the art. 13 of Legislative Decree 196 of 30 June 2003 also on the Website at the "Privacy Policy" in relation to the "rights of the interested party".

The Buyer declares to have read and to expressly accept, in conformity with articles 1341 and 1342 of the Italian Civil Code, the following clauses:
Art. 3): "Conclusion of the contract" (Clauses 3.4, 3.5);
Art. 4): "Product Characteristics";
Art. 5): "Price and Method of Payment" (Clause 5.3);
Art. 6): "Delivery deadline";
Art. 7): "Delivery of Products and Limits of Liability";
Art. 9): "Guarantee for defects" (Clauses 9.2, 9.4, 9.5, 9.7, 9.8);
Art. 10): "Replacements and repairs under warranty" (Clause 10.2);
Art. 11): "Exclusions of liability";
Art. 13): "Unit Trademark, prohibition of registration, Distinguishing Signs and Domain Names";
Art. 14): "Non-exclusive";
Art. 15): "No indemnity;"
Article 17): "Force Majeure";
Art. 19): "Applicable law";
Art. 20): "Jurisdiction";
Art. 21): "Information".
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