General Conditions






These General Conditions ("Terms and Conditions") apply to all contracts entered into with any company or legal entity ("Customer") for the sale and supply of DIGITAL FACILITY Srl products ("DIGITAL FACILITY") ("Products") ("Services"). These Terms and Conditions will replace any previous written and oral terms and conditions. The Customer has read and understood these Terms and Conditions and accepts that the issue of a purchase order ("Order") will constitute the acceptance by the Customer of the same Terms and Conditions. Any agreements that may, in any way, differ from these Terms and Conditions, any changes or additions, will be binding only if confirmed by DIGITAL FACILITY in writing.

1. OFFER
1.1 DIGITAL FACILITY ("Seller") offers are not binding, in particular with regard to quantity, price and delivery times.
1.2 Standard or customized orders must be paid in advance (total order value).

2. ORDERS
2.1 "Order" means the purchase order and all its attachments and exposures relating to the Products. If accepted by DIGITAL FACILITY (the "Seller"), the Order constitutes the entire contract between the Seller and the Customer.
2.2 Orders placed by the Customer will not be considered accepted before they have been confirmed by the Seller in writing, depending on the availability of stock. If the Seller does not confirm the Order in writing, the Seller’s invoice or the Seller’s execution of the Order will be considered as confirmation.
2.3 Any modification of the Order by the Seller will be considered definitively accepted by the Customer who does not expressly reject the same changes within 24 hours from the confirmation of the Order by DIGITAL FACILITY.
2.4 An accepted Order cannot be cancelled unilaterally by the Customer.
2.5 Minimum orders of 25,00 Euro + VAT (if applicable) are required for physical products

3. PRICES
3.1 The prices of the Products and Services are those indicated in the price list. Prices may, at any time, be adjusted by the Seller due to any factor affecting the price structure such as: raw material prices, taxes, transport costs, insurance etc
3.2 Prices do not include VAT
3.3 Prices do not include secondary packing costs that will be charged separately to the Customer.
3.4 In case of delivery EU or EXTRA UE, the Customer will have to pay a shipping cost as provided for in the price list of transport costs, which will include a penalty in case of storage for failure to withdraw of € 15 (fifteen) per day in the case of Products.

4. PAYMENTS
4.1 Unless otherwise agreed between the parties, advance payment is required.
4.2 If the Customer does not comply with the payment terms, DIGITAL FACILITY has the right (without prejudice to any other remedy it may have) to choose to suspend deliveries or to charge interest ex Dlgs 231/2002 at the current interest rate, or to terminate the contractual relationship with the Customer.
In any case, DIGITAL FACILITY shall have the right to claim damages and to recover all related legal costs.
4.3 If the Customer does not comply with the payment terms, any outstanding amount must be immediately and fully paid beacuse payment plan will be considered immediately revoked.
4.4 The Customer is not authorized to settle outstanding debts with any amount due from DIGITAL FACILITY also in relation to Products that have been returned under warranty.
4.5 The warranty period for the Products are those provided by the manufacturer.
4.6 In the case of unjustified returned products, DIGITAL FACILITY reserves the right to apply 30% of the relative price as management fee.
4.7 The warranty period for spare parts used during a warranty repair is 90 days from the date of its repair.
4.8 In the case of unjustified returned products, DIGITAL FACILITY reserves the right to apply 30% of the relative price as management fee.

5. DELIVERIES
5.1 Costs for deliveries outside the EU will be provided ad hoc. If the Customer does not accept the delivery of the Products within the agreed time, the Seller has the right, without prejudice to any other remedies that may have, at the risk and expense of the Customer, to hold the Products or to send the Products to the Customer .
5.2 The delivery times indicated in the Order are indicative. They are given for convenience only and will not be binding on the Seller.
5.3 Delivery times will be calculated from the date of confirmation of the Order taking into account working days, excluding Saturdays, Sundays and holidays.
5.4 If the Customer fails to collect the Products within the agreed time frame, DIGITAL FACILITY will charge the storage costs for each day of delay in collection.
5.5 The Products will remain in the ownership of DIGITAL FACILITY until full payment.

6. GUARANTEE
6.1 The web, cloud, software and other services provided through the internet are guaranteed within the terms provided by the operators/providers to which DIGITAL FACILITY relies to provide its services.
6.2 It is Customer’s responsibility to immediately check the Products when they are received, as well as to verify the functionality of the services as soon as they are released. Any complaints about their quantity and / or quality must be communicated to the Seller (by registered letter with acknowledgement of receipt requested) or by Certified email to the box digitalfacility@smart-cert.it within eight days from the date of receipt of the Products, or within 4 days from the provision of the services.
6.3 In case of defects that are not visible, the complaint must be communicated to the Seller (by registered letter with acknowledgement of receipt requested) or by Certified email to the box digitalfacility@smart-cert.it within eight days - DIGITAL FACILITY will forward the request to the manufacturer who will verify the defects within the terms provided by the same manufacturer.
6.4 In the event of defects attributable to the Seller, the Seller shall have the option of (i) replacing the Products or (ii) refunding the price of the Products within the terms provided by the manufacturer. The Products may only be returned to the Seller by prior agreement between the Customer and the Seller and in accordance with the Seller’s instructions.
In particular: (i) any return of the defective Product (or part of it) must be previously authorized by DIGITAL FACILITY Customer Service; (ii) the defective Products (or part of them) will be returned, at the Customer’s expense, properly packaged in their original packaging (which is an essential condition for applying the warranty) in strict compliance with the Manufacturer’s instructions; (iii) the Customer shall provide the Seller with all the useful information that he may require.
6.5 In the event that the Customer is one of the distributors of DIGITAL FACILITY, the Products sold to the final customer must be covered by warranty only on condition that the same customer demonstrates that the Products have been purchased, giving details of the relevant invoice or delivery note.
In any case, the Seller assumes no responsibility for the improper use of the Products by the Customer and / or third parties, nor for any injury to persons or damage to property arising from such use. In no event shall the Seller be held liable for indirect, consequential, punitive and / or unforeseeable damages.
6.6 Unless otherwise agreed, DIGITAL FACILITY does not directly provide technical support for products and consequently, any repairs.
DIGITAL FACILITY expressly disclaims all liability and (including consequential or accidental damages for breach of the written or implied warranty of our products) for any improper repair or warranty service performed by someone from centres authorised by the manufacturer in particular, "authorised service centres. "
6.7 The warranty of products and services does not cover costs, damages and failures caused by:
6.7.1 incorrect installation and use of the product or services not in conformity with the technical standards provided by the manufacturer or by DIGITAL FACILITY or with the safety standards of the country in which the product or service is used;
6.7.2 misuse of products or services (use not in accordance with the instructions provided in the manual) by the manufacturer or by DIGITAL FACILITY;
6.7.3 repairs and/ or modifications, interventions on systems or equipment that have not been previously expressly authorized by the Seller;
6.7.4 refusal to pack the Products as recommended by DIGITAL FACILITY.
6.8 If Customers do not (even partially) comply with the payment terms, the guarantee will not be applied.
6.9 The warranty does not cover accessories, components, materials and / or equipment that are not manufactured by the manufacturer or services provided directly by the Seller.
6.10 All costs and risks related to the transport of the Products from/ to DIGITAL FACILITY or to service centers authorized by the manufacturer are borne by the Customer.
6.11 Unless otherwise indicated, the Customer must comply with the "technical specifications" that provide the necessary security in the use of the services provided by the Seller also through data centers and data lines provided through third-party operators
The Customer must previously verify that the Ordered services are actually healthy and adapt to his needs, for the purpose by controlling and verifying the technical specifications of the requested services. The technical information of the services contained in the price list are subject to change.
6.12 If the Customer is a distributor, it shall be its responsibility to verify that the Services and Products sold to third parties are complete with all technical specifications and any manuals before providing them to the final user.

7. INSTRUCTIONS
7.1 In case of lack of instructions, specific projects provided to the Seller, the Customer accepts the internal operating parameters provided by DIGITAL FACILITY. Consequently, the Customer will not be able to make complaints if the services activated at his request or any products purchased are not adequate to his expectations.

8. REPORTS
8.1 Distributors shall promptly inform the seller of all legal requirements (including safety requirements) in force in the country where the products will be sold, in order to enable the seller to comply with the same regulations.
8.2 As regards distributors, they are aware that in case of non-compliance with the above requirements they will be held fully liable for any damage that may occur. Therefore, DIGITAL FACILITY expressly declines any responsibility and / or liability arising from failure to comply with this article.

9. COUNTRY OF ORIGIN
9.1 The information on the Products or Services contained in the price list is not relevant to the origin of the Products and Services.

10. TRADE MARKS
10.1 The products and services listed in the general catalogue are the property of the producers of DIGITAL FACILITY with regard to its specific distinguishing marks and could be patented. In any case, DIGITAL FACILITY is the exclusive owner of trademarks and patents with consequential rights to its trademarks and distinctive signs.

11. APPLICABLE LAW AND JURISDICTION
11.1 The parties agree that their contractual relationship is governed by Italian law.
The Parties shall make all reasonable efforts to resolve any dispute arising from the validity, execution, and interpretation of the contractual relationship between them. To this end, each party undertakes to promote an attempt at conciliation in accordance with the Rules of Conciliation of the International Chamber of Commerce of Milan. If it is not possible to reach an amicable settlement, all disputes will be subject to the exclusive jurisdiction of the Italian court of Milan.

12. GUIDELINES FOR "GOOD DISTRIBUTION"
Distributor declares that its organization complies with the legal requirements for "good distribution" (Good Distribution Practice).
12.1. THE DISTRIBUTOR declares that it is aware that, in accordance with the aforementioned legal measures, it is obliged to:
12.1. Not reproduce any graphical representation of the Products and Services under any circumstances.
12.1.2 Meet the specific requirements of the customer, without offering guarantees other than those covered by the manufacturers or by specific agreements with DIGITAL FACILITY regarding the services provided by DIGITAL FACILITY.
12.1.3 Not alter the packaging of products
12.1.4 Strictly comply with the technical specifications defined and indicated by the manufacturers of the products purchased through DIGITAL FACILITY as well as for the services provided directly through DIGITAL FACILITY or its partners.
12.1.5 Ensure the traceability of products, using the same criteria applied by DIGITAL FACILITY (identifying the end user, the serial number of the Sales Code delivered). In particular, the Distributor shall (i) keep the relevant records for a period of at least ten years from the date of distribution.
12.1.6 Submit to DIGITAL FACILITY Italia data, printouts, or what is required to verify or provide assistance on services provided directly or indirectly by DIGITAL FACILITY.
12.1.7 Properly store the products in a suitable warehouse as requested by Manufacturer and use the services provided by DIGITAL FACILITY only for the purposes for which the services were provided.
12.1.8 provide Customers with all the technical documentation of DIGITAL FACILITY (including the User Manual) relating to the Products and Services.
12.2. THE DISTRIBUTOR OUTSIDE CE also declares that he is aware of the legislation applicable in his country. Therefore, the Distributor guarantees that, at any time, it will comply with the relevant legislation, statutory instruments, rules and regulations.
12.3. The DISTRIBUTOR EXTRA CE is responsible for the translation of the user’s manual, technical specifications and any other technical documentation.

13. COMPLAINTS AND MONITORING
In case of complaints, in accordance with Legislative Decree no. 46 of 24.2.1997, the Distributor undertakes to:
13.1. Indemnify and keep harmless DIGITAL FACILITY from any third party claim arising out of and arising from the incorrect and / or inappropriate storage of the Products by the Distributor.
13.2. Promptly communicate any complaint, incident or any other technical problem related to the use of the Services provided by DIGITAL FACILITY.
13.3. Inform the local competent authority only if so expressly requested by DIGITAL FACILITY.
13.4. Collaborate with DIGITAL FACILITY Italia in the eventual requests for solutions for the final customers of the distributor
13.5. Collect and transmit to DIGITAL FACILITY Italia any information on the use of the Services provided directly by DIGITAL FACILITY or through its Partners deemed useful to change or improve their level of security.

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