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General terms and conditions of sales

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General terms and conditions of sales version 1.1 (updated on 10.09.2018)

1. CERTAIN DEFINITIONS

1.1For the purposes of these general terms and conditions of sales, the terms indicated hereinbelow shall have the following meanings. 

“Client” shall mean the legal entity (Consumer or Trader, as the case might be) that enters into the Purchase Agreement with the Vendor; 

“Consumer” shall mean any individual who is acting for purposes which are outside his or her trade, business or profession pursuant to the definition of Consumer (Consumatore) set forth under Article 3 of the Italian Consumer Code; 

“Delivery” has the meaning set forth under Paragraph 3.4; 

“GCS” shall mean these general terms and conditions of sales; 

“Intellectual Property Rights” means any and all intellectual and/or industrial property rights including, without limitation, registered trademarks (and applications therefore), unregistered and/or de facto trademarks, trade names, rights to internet domain names, other distinctive signs, patents for inventions (and applications therefor), rights to utility models (and applications therefor), registered designs and models (and applications therefor), rights on unregistered designs and models, copyrights, and neighboring rights, including rights in respect of computer software, know-how, trade secrets and/or other confidential business information of all kinds, as well as any other proprietary and/or exploitation rights on immaterial goods or assets, in any jurisdiction, as set forth under any applicable laws; 

“Italian Civil Code” shall mean the Italian Law (Regio Decreto) 16 March 1942 no. 262, as subsequently amended; 

“Italian Consumer Code” shall mean the Italian Decree (Decreto Legislativo) 6 September 2005 no. 206, as subsequently amended; 

“Italian E-Commerce Law” shall mean the Italian Decree (Decreto Legislativo) 9 April 2003 no. 70, as subsequently amended; 

“Manual” shall mean the user manual related to the Product; 

“Notice of Defect” has the meaning set forth under Paragraph 10.2.4; “Notice of Non-Conformity” has the meaning set forth under Paragraph 10.1.4; 

Notice of Withdrawal has the meaning set forth under Paragraph 9.4(ii); 

“Order Confirmation” has the meaning set forth under Paragraph 4.4; 

“Order” has the meaning set forth under Paragraph 4.1;

“Parties” shall mean the Vendor and the Consumer or the Trader, as the case might be; 

“Price” has the meaning set forth under Paragraph 6.1; 

“Product” shall mean Goliath CNC to be to be completed and sold by the Vendor having the main characteristics and functions described in detail on the Website; 

“Prohibited Use” has the meaning set forth under Paragraph 10.3.2; 

“Purchase Agreement” has the meaning set forth under Paragraph 4.7; 

“Purchased Product” has the meaning set forth under Paragraph 3.4;

“Returned Product” has the meaning set forth under Paragraph 9.3; 

“Shipping Costs” has the meaning set forth under Paragraph 6.3; 

“Trader” shall mean any legal entity (including but not limited to: individual, joint stock corporations, limited liability companies, corporate joint ventures) that is acting for purposes of his or her or its trade, business or profession pursuant to the definition of Trader (Professionista) set forth under Article 3 of the Italian Consumer Code; 

“Vendor” shall mean Springa S.r.l., with registered office in Italy at Milano (20158 – MI), Via Durando Giovanni 38/A, registered with the Company Registry of Milan, tax code and VAT number 09423960963; 

“Warranty of the Consumer” has the meaning set forth under Paragraph 10.1.1; 

“Warranty of the Trader” has the meaning set forth under Paragraph 10.2.1; 

“Website” shall mean the website www.goliathcnc.com.


2. SCOPE OF THESE GCS AND PRELIMINARY UNDERSTANDING

2.1 These GCS shall exclusively govern the offer and sale of Product on the Website. Please read these GCS carefully before ordering any Product on the Website.

2.2 The Client should understand that by ordering the Product on the Website pursuant to Sections 4 and 5 below, he/she/it agrees to be bound by these GCS.

2.3 Should the wording of these GCS be amended, the version of the general terms and conditions of sales to be applied to the relevant sale shall be the one published on the Website by the time of the submission of the Order. These GCS may be subjected to modification and the Client is obliged to consult them before executing any Order. In any case, new versions of the general terms and conditions of sales shall not be applied retroactively and the exact date they go into effect shall be indicate in each new version.

2.4 The Website can be accessed from all over the world. However, the Products available on the Website can be purchased exclusively by Clients requesting delivery in the following countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom, United States.


3. PRODUCT

3.1 The Website contains the Product’s description as well as its specific technical profile, the Price, the Shipping Costs and these GCS. The Manual will be uploaded on the Website as soon as possible and in any case before the Delivery of the Product.

3.2 The Client acknowledges and accepts that the Product has not been manufactured yet and that all the technical specifications and data listed on the Website are based on the prototypes performances developed and tested by the Vendor. The Vendor expects that the mass–produced units of the Product will be very similar; nevertheless, the Vendor reserves the right to make changes to the Product, without affecting the core characteristics and functions, which will result necessary or appropriate. Any changes and improvements will be notified to the Client in advance.

3.3 The picture of the Product shall not be considered as the exact reproduction of the Product.

3.4 The Client acknowledges and accepts that, through entering into the Purchase Agreement the Client will purchase the Product only when it will be delivered to the Client (i.e. when the Client – or a third party different from the courier and designated by the Client – acquires the physical possession of the Product – the “Delivery” and following such event the “Purchased Product”). Therefore, only upon the Delivery the Client shall be the owner of the relevant Purchased Product. Moreover, the Client acknowledges and accepts that, by the time of the submission of the Order, the Product does not yet exist and that there may be changes or delays, and there is a chance something could happen that prevents the Vendor from being able to complete the Product by the time for the Delivery. In this case, the Client agrees and accepts to grant the Vendor with 6 (six) extra months to deliver the Product and, should the Vendor fail to comply also with such a deadline, the Client shall be entitle to terminate the Purchase Agreement and receive from the Vendor the reimbursement of the Price paid to the Vendor.


4. HOW TO PURCHASE THE PRODUCT – EXECUTION OF EACH INDIVIDUAL PURCHASE AGREEMENT

4.1 The purchase order transmitted by the Client to the Vendor through the Website (the “Order”) shall be governed by these GCS, which the Client, through the transmission of the Order to the Vendor, is obliged to accept fully and without reservation and print a copy using the print command and save or reproduce a copy for his/her/its own personal use. Should the Client do not agree with any term of these GCS, he/she/it is requested to refrain from make any Order on the Website. Without prejudice to the provisions of this Section 4, once submitted, the Order shall not be changed, modified and/or revoked by the Client. 

4.2 The maximum number of Products to be placed in the same Order is 2 (two). In order to purchase more than 2 (two) Products, please contact directly the Vendor via e-mail at sales@springa.tech

4.3 The Client shall submit the Order according to the procedure to be carried out on the Website described in Section 5 below. 

4.4 Save as provided in Paragraph 4.5 below, the Vendor shall confirm by e-mail (to the e-mail address provided by the Client during the ordering procedure) full and unconditioned acceptance of the Order (the “Order Confirmation”). The Order Confirmation shall contain (i) the Order’s serial number assigned by the Vendor, (ii) the description of the relevant Product, (iii) the total amount paid by the Client (showing the amount due as “Price” and “Shipping Costs”), (iv) the payment method, (v) the delivery address, (vi) the estimated date of delivery, (vii) the GCS applicable to the Order. The Client acknowledges that the Order’s serial number shall be indicated in all the communications with the Vendor related to the relevant sale and Purchase Agreement. 

4.5 The Vendor is entitled to reject the Order within 15 (fifteen) calendar days following the date of submission of the Order only in the following cases: (i) incomplete, wrong and/or false information provided by the Client upon registration into the Website; (ii) irregularities, lack of funds or other impediment in charging the Price and the Shipping Costs by the Vendor, also determined by the bank or other operator to which the Client relies to carry out the payment. 

4.6 Should one of the cases provided in Paragraph 4.5 above have occurred, the Order shall not be confirmed by the Vendor, the Purchase Agreement shall not be deemed to be entered into, the Delivery of the Product shall not take place. In such a case, the Vendor shall inform the Client about the reasons for refusal of the Order. Should one of the cases provided into previous Paragraph 4.5 have occurred, the Vendor shall not be held responsible for any damages or prejudices suffered by the Client or in case of non-communication of the refusal of the Order. 

4.7 With respect to the Vendor, the Purchase Agreement shall only be considered as entered into if and when the Client receives the Order Confirmation from the Vendor (the “Purchase Agreement”). Therefore, the Purchase Agreement shall be governed by the terms and conditions contained in the Order and the Order Confirmation and by the general terms and conditions of sale applicable to the relevant sale. 

4.8 Notwithstanding anything to the contrary in applicable laws, the Vendor shall not be held responsible for any delay, inconvenience, breach of the Purchase Agreement occurred by accident or due to force majeure or due to Internet malfunctions or disservices.


5. PROCESS FOR SELECTING AND PURCHASING PRODUCT

5.1 In order to purchase the Product the Client shall choose the currency of the payment selecting the “Eur (€)” key to pay in Euros or the “USD ($)” key to pay in U.S. Dollars. Then, the Client will be required, after careful reading, to (i) read and expressly accept the “Pre-Order terms of Service” using the specific check-box on the Website, (ii) read and expressly accept the “Clauses to be specifically approved” using the specific check-box on the Website, (iii) read and accept the “Privacy policy” and then (iv) select the “Pre-Order Now” key. 

5.2 After selecting the “Pre-Order Now” key, the Client will disply a summary of Product/s placed in the shopping cart, which he/she/it may modify the contents of, and will be required to insert his/her/its VAT number, if applicable. Then, the Client shall select the “Check out” key and then provide his/her/its details to complete the Order. 

5.3 The Client will be required to select the “Continue to Shipping methods” key in order to choose the appropriate shipping method among those available and then to select the “Continue to Payment methods” key in order to choose the appropriate payment method among those available. The Client will be asked to provide the relevant payment details over a secure connection. For accounting and administrative purposes, the Vendor reserves the right to verify the personal details provided by the Client. 

5.4 Then the Client will display a summary of the Order to be executed, which he/she/it may modify the contents of. Finally, using the “Complete Order” key, the Client will be prompted to confirm the Order, which will then be definitively submitted to the Vendor and will produce the effects described under Section 4 above.


6. PRICE AND SHIPPING COSTS

6.1 The Product’s price (the “Price”) shall be indicated in the Website and shall be expressed in EUR (€) and shall include VAT, if applicable, as well as any other tax of any kind required by applicable laws (e.g. fare, duty, levy or other governmental charges). The Price shall be adjusted time to time to any change of the above mentioned applicable taxes.

6.2 The Price may be subject to periodical variations (e.g. special offers, discounts, etc.). It being understood that the Client shall be charged with the Product’s Price indicated in the Order, regardless of any previous or subsequent price or offer.

6.3 The shipping costs to deliver the Product (the “Shipping Costs”) shall be borne by the Client, shall be indicated and detailed upon sending the Order.


7. PAYMENT

7.1 The payment of the Price and the Shipping Costs shall be made by the Client before submitting the Order pursuant to Sections 4 and 5 above.

7.2 Once the Price and the Shipping Costs have been successfully paid, the Vendor shall forward to the Client the Order Confirmation, and subsequently issue the invoice pursuant to Paragraph 7.5 below. Should the Client fail to pay the amount due for whichever reason, the Order shall not be confirmed by the Vendor, the Purchase Agreement shall not be deemed to be entered into, the Delivery of the Product shall not take place.

7.3 The payment of the Price and the Shipping Costs shall occur exclusively (i) online by using credit card, debit card or pre-paid card, through their respective platforms or (ii) by bank wire transfer. In particular, the Client acknowledges that the Vendor shall not be deemed liable for whichever reason for any delay, inconvenience, Purchase Agreement’s breach due to any wrong/irregular functioning of the platforms related to the Client’s bank as well as to the banking partners to whom the Client relies on as far as the payment is concerned.

7.4 Should the Client pay by credit card, debit card or pre-paid card, the Client acknowledges that the payment procedure takes place via a protected connection directly to the bank and the on-line payment service, to which third parties have no access. In particular, the financial information (including but not limited to, the credit/debit/pre-paid card number or their expiry date) will be submitted, using a cyphered protocol, to other banks that supply the relative remote electronic payment services, without third parties being able to access them in any way. Such details will not be used by the Vendor except for performing the relevant purchasing procedure or issuing refunds in the case of returns, in compliance with these GCS or for reporting cases of fraud to the competent public authority (including but not limited to the police).

7.5 Should the Client pay by bank wire transfer, the Client shall execute the payment in immediately available funds within 5 (five) calendar days from the date of Order. Should this not take place, the Vendor is entitled not to confirm the Order and, therefore, the Purchase Agreement shall not be deemed to be entered into and the Delivery of the Product shall not take place. Clients who fail to wire a bank wire transfer may be contacted by Customer Service of the Vendor with the aim to find out whether the failure is to be ascribed to Client’s decision to refrain from purchase or other reasons. The bank information and payment directions for the arrangement of the bank wire transfer will be displayed on the Order status page after the Client has placed the Order. The bank wire transfer must explicitly indicate the Order’s serial number and Order’s date. The Client is responsible for all the fees related to this bank wire transfer. As soon as the Client processes the bank wire transfer, the Client shall send a swift copy for payment track by email to the Vendor (email: billing@springa.tech).

7.6 The Vendor shall issue the invoice in compliance with Italian tax law as well as the Client’s country tax laws. It remains understood that the Vendor shall issue the invoice exclusively by filling it with the data and information provided by the Client, who therefore shall be deemed the sole responsible if those data and information are incomplete, incorrect and/or false, in which case no compensation of whichever nature shall be charged by the Client to the Vendor.


8. DELIVERY

8.1 Unless otherwise agreed between the Vendor and the Client, the Vendor shall deliver the Product by means of professional couriers specifically designated at its own discretion.

8.2 As provided in Paragraph 7 above, all the Shipping Cost shall be borne and paid by the Client as well as the Price.

8.3 The Delivery of the Product shall take place at the location indicated by the Client in the Order, which shall be in one of the countries indicated in Paragraph 2.4 above.

8.4 The Vendor agrees to use its best efforts to deliver the Product within the delivery date mentioned on the Order Confirmation pursuant to Sections 4 and 5 above. The Client expressly acknowledges that the delivery date might be subject to adjustments and shall not be considered essential according to Article 1457 of the Italian Civil Code. Indeed, pursuant to Paragraph 3.4 above, the Client agrees and accepts to grant the Vendor with 6 (six) extra months from the delivery date to deliver the Product and, should the Vendor fail to comply also with such a deadline, the Client shall be entitle to terminate the Purchase Agreement and receive from the Vendor the reimbursement of the Price paid to the Vendor. It being understood that the Client hereby waives any right to claim for a compensation or any other financial claim, should any delay in the Delivery occur.

8.5 In order to execute the Delivery, the presence of the Client or of his/her/its proxy is required, so as the Client or the proxy can carefully check the integrity of the packaging, as well as if the delivered Product perfectly matches with the one ordered; moreover, in case of positive verification, the Client or the proxy shall sign the delivery notice issued by the courier. Without the Client or the proxy physical presence, the Delivery shall not take place, and any cost of any kind due to the deposit or custody of the Product until the time of the actual Delivery shall be charged to the Client.

8.6 In case of evident defects of the Purchased Product (including but not limited to wrong Product, wrong Product quantity, packaging damages, etc.), the Client or the proxy shall immediately report the defects to the Vendor on the delivery notice (both on the original and on the copy) and promptly contact the Vendor.

8.7 The Vendor informs the Client that all the deliveries are subject to a specific guarantee entered into between the Vendor and the courier: therefore, in order to allow the Vendor to enforce in due time the courier’s guarantee, the Client shall immediately report in writing any defect describing the defects and the circumstances under which the Delivery has occurred; notwithstanding anything to the contrary in applicable mandatory laws, should the Client fail to provide such a communication not allowing the Vendor to enforce in due time the courier’s liability, the warranty of the Client (i.e. the Warranty of the Consumer or the Warranty of the Trader, as the case might be) shall cease immediately and the Vendor shall not be deemed liable for any lack of conformity or defects of the Purchased Product.


9 RIGHT OF WITHDRAWAL OF THE CONSUMER

9.1 The Vendor informs the Consumer that Articles 52 et seq. of the Italian Consumer Code (hereby expressly referenced) govern the Consumer’s right of withdrawal, which consists in the right to terminate the Purchase Agreement for any reason, without explanation and without penalties, pursuant to the terms and conditions provided below. It being understood that the Consumer’s right of withdrawal as provided for by Articles 52 et seq. of the Italian Consumer Code shall not be considered excluded and/or limited according to the provisions of this Section 9.

9.2 Notwithstanding anything to the contrary in Article 52, par. 2, let. b, no. 1-2-3, of the Italian Consumer Code, the Consumer shall be entitle to enforce the right of withdrawal within 14 (fourteen) calendar days following the Delivery.

9.3 Should the Order concern two Products, the Consumer shall be entitle to enforce the right of withdrawal both with regard to the two of them (global withdrawal) or with regard to only one (partial withdrawal) of the Purchased Product (the “Returned Product”).

9.4 In order to enforce the right of withdrawal the Consumer shall: (i) check thoroughly that the Returned Product has been diligently kept and is intact, well preserved, perfectly suitable for its intended purpose, complete in its every part, kept inside its original packing with its accessories, its Manual and its technical documents, its distinctive badges, labels and single-use seal (when contemplated) still attached to the Returned Product, intact and untouched; (ii) serve to the Vendor a written notice of withdrawal within the term set forth under Paragraph 9.2 above in which the Consumer shall declare his/her decision to withdraw (partially or globally, as the case may be) from the Purchase Agreement and shall clearly specify the Order’s serial number and the Returned Product (the “Notice of Withdrawal”); the Vendor hereby attaches the standard form to communicate the withdrawal pursuant to Article 52 of the Italian Consumer Code.

9.5 Upon reception of the Notice of Withdrawal, the Vendor shall immediately confirm to the Consumer its reception and promptly verify the legitimacy of the withdrawal; in such a case, the Vendor shall communicate in writing to the Consumer the serial number assigned to its withdrawal file (which number must be indicated by the Consumer at the time of the return of the Returned Product). The Vendor shall be entitled to refuse returns in the following cases: (i) the Returned Product has been damaged, incomplete, deteriorated and/or soiled; (ii) the Returned Product has been used or the labels and single-use seal have been removed; (iii) the Returned Product has not been returned returned intact, with all its parts and accessories and in its original packaging; (iv) the deadline indicated above has not been met by the Consumer; (v) the delivery notice and/or the standard form to communicate the withdrawal have not been attached to the Notice of Withdrawal; (vi) the right of withdrawal has been enforced in contrast with the law. 

9.6 Unless the Vendor offers to get the Returned Product by itself, the Returned Product shall be returned by the Consumer within 14 (fourteen) calendar days from the day in which the Notice of Withdrawal was served by the Consumer pursuant to Paragraph 9.4 above (the deadline shall be deemed to be met should the Consumer courier the Returned Product before the deadline and if the Consumer keeps the receipt issued by the courier as proof), provided that (i) the return shall be made by delivering the Returned Product along with its original packaging (box, accessories, inserts, protection, leaflets, etc.), the Manual, the delivery notice and any other attached documents to the Vendor and (ii) the Returned Product shall not have been damaged by the Consumer (it being understood that damaged Returned Product shall be in the condition in which it were received by the Consumer, and the Consumer shall refrain to modify, handle or repair it).

9.7 Pursuant to Article 57 of the Italian Consumer Code (hereby expressly referenced), unless the Vendor offers to get the Returned Product by itself or otherwise agreed by the Parties, any cost related to the return of the Returned Product, as well as the liability of the return procedure, shall be borne entirely by the Consumer, who shall bear all the expenses incurred in connection with the return of the Returned Product to the Vendor.

9.8 It being understood that the Vendor shall not refund any additional cost, should the Consumer choose a delivery procedure different from the cheaper one offered by the Vendor.

9.9 Should the aforementioned procedure be fulfilled, the Vendor shall refund the Consumer with the Price within 14 (fourteen) calendar days from the day in which the Notice of Withdrawal was served by the Consumer pursuant to Paragraph 9.4 above; this amount shall be refunded through the same payment method used by the Consumer to pay the Price (unless in the Notice of Withdrawal, the Consumer requires a different payment method, provided that this payment method does not imply any additional costs for the Vendor or the Consumer). Pursuant to Article 56 of the Italian Consumer Code (hereby expressly referenced), the Consumer acknowledges and agrees that the Vendor is entitled not to pay the refund to the Consumer until it has received the Returned Product.

9.10 Once the right of withdrawal has been enforced through the Notice of Withdrawal, should the Vendor realise that the Returned Product has not been duly returned pursuant to the aforementioned procedure or in case of negligent conduct or misconduct of the Consumer, the Consumer shall be deemed liable for any decrease in the Returned Product’s value due to a handling different from what is necessary considering the nature, features and functioning of the Returned Product.

9.11 The Consumer agrees that he/she shall not be entitle to enforce the right of withdrawal and therefore, the Purchase Agreement shall not be deemed as terminated and the Consumer shall not receive back the Price in the following cases: (i) the Product has been damaged, incomplete, deteriorated and/or soiled by the Consumer; (ii) the Product has been used or the labels and single-use seal have been removed by the Consumer; (iii) the Product could not be returned intact, with all its parts and accessories and in its original packaging; (iv) the right of withdrawal should have been enforced in contrast with the law.

9.12 The content of this Section 9 shall not apply to the Trader.


10. WARRANTIES AND LIABILITY

The Delivery of the Product shall entitle the Client to enforce the following warranties:

10.1 Warranty of the Consumer

10.1.1 The Consumer shall be entitled to enforce the warranty provided by Articles 128 et seq. of the Italian Consumer Code (hereby expressly referenced) (the “Warranty of the Consumer”); it being understood that the Warranty of the Consumer shall not be considered excluded and/or limited according to the provisions of this Paragraph 10.1. 

10.1.2 In particular, the Vendor shall deliver the Purchased Product to the Consumer in conformity with the Purchase Agreement. Article 129 of the Italian Consumer Code (hereby expressly referenced) provides that the conformity with the Purchase Agreement shall be presumed when the Purchased Product: (i) is suitable for the purposes for which goods of the same type are normally used; (ii) complies with the description given by the Vendor; (iii) has the qualities and performances required in similar goods and reasonably expected by the Consumer given the nature of the Purchased Product and taking into consideration any public statements on the specific characteristics of the Purchased Product made by the Vendor or its representative, particularly in advertising or on labelling (the Vendor shall not be bound by such public statements proving that (a) it was not, and could not reasonably have been, aware of the statement under consideration; (b) by the time of the Order the statement had been suitably corrected in such a way that it could have been known to the Consumer; (c) the decision to buy the Purchased Product could not have been influenced by the statement); (iv) is suitable for any particular purpose for which the Consumer purchased it, if such a purpose was clearly described by the Consumer in the Order. It being understood that there is no lack of conformity if, by the time of the Order, the Consumer was aware, or could not reasonably be unaware of, the lack of conformity, or if the lack of conformity has its origin in materials or instructions supplied by the Consumer. 

10.1.3 The Vendor shall be liable of any lack of conformity occurring within 2 (two) years from the Delivery of the Purchased Product. Following such a term, the Vendor shall not be deemed liable for any lack of conformity of the Purchased Product. 

10.1.4 The Consumer shall inform the Vendor of any lack of conformity of the Purchased Product within 2 (two) months from the discovery (the “Notice of Non-Conformity”). Should the Consumer fail to serve the Notice of Non-Conformity within such a mandatory deadline, the Warranty of the Consumer shall cease immediately and the Vendor shall not be deemed liable for any lack of conformity of the Purchased Product. In any case, unless proven otherwise, the lack of conformity of a Purchased Product occurring within 6 (six) months from its Delivery shall be presumed to exist since the Delivery, unless this will be inconsistent with respect to the Purchased Product’s nature and/or to the nature of the lack of conformity. 

10.1.5 In case of prompt Notice of Non-Conformity from the Consumer, the Vendor, at its own discretion, shall repair or replace the Purchased Product for free or, whenever impossible or excessively burdensome, grant a Price reduction or terminate the Purchase Agreement (in such a case the price to be reimbursed takes into consideration the use of the Purchased Product); it being understood that, should the Vendor intend to repair or replace the defaulted Purchased Product, the Consumer shall send the defaulted Purchased Product to the Vendor or grant the Vendor access to it. Should the Consumer fail to do so, the Warranty of the Consumer shall cease immediately and the Vendor shall not be deemed liable for any defect of the Purchased Product. 

10.1.6 In order for the Consumer to enforce the Warranty of the Consumer, he/she shall be in possession of the invoice issued by the Vendor.

10.2 Warranty of the Trader

10.2.1 The Trader shall be entitled to enforce the warranty provided by Articles 1490 et seq. of the Italian Civil Code (hereby expressly referenced) (the “Warranty of the Trader”); it being understood that the Warranty of the Trader shall have to be considered as excluded and/or limited according to this Paragraph 10.2 to the maximum extent allowed by mandatory law. 

10.2.2 In particular, the Vendor shall warrants the Trader that the Purchased Product is without defects that (i) make the Purchased Product not suitable for use or (ii) materially affect the value of the Purchased Product. 

10.2.3 The Vendor shall be liable of any defect occurring within 1 (one) year from the Delivery of the Purchased Product. Following such a term, the Vendor shall not be deemed liable for any defect of the Purchased Product. It remain however understood that minor defects shall not be relevant for the purposes of this Paragraph 10.2 (and therefore they shall not involve any liability of the Vendor) if and to the extent that they do not affect the core functions of the Purchased Product. 

10.2.4 The Trader shall inform the Vendor of any defect of the Purchased Product within 8 (eight) calendar days (i) from the Delivery, in case of defects which are apparent or easy to detect, or (ii) from the discovery in all other cases (the “Notice of Defects”). In any case, Article 1495 Paragraph 3 of the Italian Civil Code shall apply. Should the Trader fail to serve the Notice of Defects within such a mandatory deadline, the Warranty of the Trader shall cease immediately and the Vendor shall not be deemed liable for any defect of the Purchased Product. 

10.2.5 In case of prompt Notice of Defects from the Trader, the Vendor, at its own discretion, shall repair or replace the Purchased Product for free or, whenever impossible or excessively burdensome, grant a Price reduction or terminate the Purchase Agreement (in such a case the price to be reimbursed takes into consideration the use of the Purchased Product); it being understood that, should the Vendor intend to repair or replace the defaulted Purchased Product, the Trader shall send the defaulted Purchased Product to the Vendor or grant the Vendor access to it. Should the Trader fail to do so, the Warranty of the Trader shall cease immediately and the Vendor shall not be deemed liable for any defect of the Purchased Product. 

10.2.6 In order to enforce the Warranty of the Trader, the Trader shall be in possession of the invoice issued by the Vendor. 

10.3 Limitation of the Warranty of the Consumer and of the Warranty of the Trader

10.3.1 Notwithstanding anything to the contrary in applicable mandatory laws, the Warranty of the Consumer and the Warranty of the Trader shall not apply in particular in the following cases: (i) costs borne and/or to be borne for the ordinary maintenance of the Purchased Product; (ii) costs borne and/or to be borne caused by the Purchased Product’s malfunctioning due to lightning, weather, excess voltage and power surges, insufficient or irregular power supply, or misuse or use in contrast with technical/security measures requested in the country in which the Purchased Product is used; (iii) accidental events and force majeure (including but not limited to: fires, wars, riots, strikes, etc.); (iv) damages due to circumstances not reasonably foreseeable at the time of the Order; (v) damages or malfunctioning not related to a manufacturing defect. 

10.3.2 The Client shall not use the Purchased Product for unlawful purposes and/or in unlawful ways, or in ways expressly prohibited or not expressly contemplated by the Manual (the “Prohibited Use”). Therefore, the Client undertakes not to enforce the Warranty of the Consumer and the Warranty of the Trader (as the case might be) in case of damages or costs or other expenses arising out of, or connected with, the Prohibited Use of the Purchase Product or in case of wilful misconduct (dolo), fraud or gross negligence of the Client, of its clients, employees, associate and/or agents (whatever labelled); moreover the Client hereby unconditionally waives any claim he/she/it may have against the Vendor in connection to the above. 

10.3.3 Notwithstanding anything to the contrary in applicable mandatory laws, the Vendor shall not be liable for any consequential and/or indirect damage and/or lack of profit. In any and all cases, the Vendor liability shall not exceed the amount of the Price of the defaulted Purchased Product.


11. INTELLECTUAL PROPERTY

11.1 Intellectual Proprietary Rights shall remain vested with the Vendor and their communication and/or use for the purposes of each Purchase Agreement shall not be regarded as giving rise to any right of the Client with respect to them. 

11.2 The Client shall only use the Intellectual Proprietary Rights if and to the extent so permitted expressly and in writing by the Vendor, and shall abstain from make use and/or apply for registration of trademarks similar to any of the Vendor’s trademarks. 


12. CLIENT’S OBLIGATIONS

12.1 It is strictly forbidden for minors to place orders on the Website. 

12.2 The personal data used by the Client for the registration on the Website and in the Order shall exclusively be related to the Client and not to third or invented parties. The Vendor reserves the right to prosecute all breaches and abuse, in the interests of and to protect all Clients. 


13 DATA PROTECTION

13.1 The Client’s data are protected pursuant to the Vendor’s privacy policy terms, as specified in the “Privacy Policy” on the Website.

13.2 The Vendor informs the Client that the Client’s Order, the Vendor’s Order Confirmation and the general terms and conditions of sale applicable to each sale shall be filed and stored in digital format on the Vendor’s server according to privacy and secrecy standards. 

13.3 The Client may request copy of the documentation mentioned in Paragraph 13.2 above by sending a request through the Website.


14. INFORMATION, ASSISTANCE, COMPLAINTS

14.1 Unless otherwise provided, any communication between the Client and the Vendor – including those regarding requests of assistance as well as complaints – shall occur solely throughout the following means: (i) section “Contact Us” of the Website; (ii) e-mail: info@springa.tech; (iii) registered e-mail: springa@legalmail.it; (iv) registered letter: Springa S.r.l., Via Durando Giovanni 38/A, 20158, Milano, Italy. 


15. MISCELLANEOUS

15.1 The English language shall be the language used for the interpretation and construction of these GCS, save for the words included in italics, which are drafted in Italian language. In case of any discrepancies between these GCS as written in English (save for the words included in italics, which are drafted in Italian language) and their translation in any local language, the English version shall prevail. 

15.2 No failure to exercise or delay in exercising any right or remedy provided under these GCS or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof. 

15.3 No single or partial exercise of any right or remedy under these GCS shall preclude or restrict the further exercise of any such right or remedy. 

15.4 In the event that any provision of these GCS shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby as long as the remaining provisions do not fundamentally alter the relations between the Client and the Vendor. 

15.5 The headings contained in these GCS are for reference purposes only and shall not affect in any way the meaning or interpretation of these GCS.


16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 These GCS shall be governed by, and interpreted in accordance with, the laws of the Republic of Italy and in particular: the Italian Consumer Code, the Italian E-Commerce Law and, for the remaining matters, the Italian Civil Code, with the exclusion of the rules on conflict of laws and with the exclusion of the rules provided for the Wien Convention on international sales of movable properties. 

16.2 The Courts of Milan (Italy) shall have exclusive jurisdiction over any and all disputes arising out of, or in connection with, these GCS, with express exception of any possible Court provided by law as competent optionally or alternatively.

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