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GENERAL TERMS AND CONDITIONS OF SALE
1. SCOPE OF APPLICATION
These General Terms and Conditions of Sale govern all orders, sales, supplies and, more generally, all commercial relationships concluded online between Diesel Levante S.r.l. (hereinafter the "Company"), with registered office at S.S. 96 Km 116 – 70026 Modugno (BA), VAT No. 03933890729, registered with the Bari Companies Register – REA BA-284235, and professional customers (hereinafter the "Customer").
The Company operates exclusively on a Business-to-Business (B2B) basis. The sale of products is therefore strictly reserved for subjects acting in the course of their business, commercial, craft or professional activity. Sales to private individuals and consumers are not permitted.
For the purposes of these General Terms and Conditions of Sale, the term "Portal" shall mean all websites, e-commerce platforms, restricted-access areas, web applications and any other IT systems made available by the Company.
These General Terms and Conditions of Sale apply to all products marketed by the Company through:
• official websites;
• e-commerce platforms;
• email.
The Customer declares that, upon requesting registration and access to the Portal, it has read, understood, and fully accepted these General Terms and Conditions of Sale.
2. USE OF THE PORTAL AND E-COMMERCE PLATFORMS
In order to access the Portal and e-commerce platforms for the purchase of products marketed by the Company, the Customer must complete and submit a registration and access authorisation form.
The Company reserves the right to verify whether the access requirements are met and, where it considers that the Customer may be granted access, shall send an access authorisation notice together with the login credentials.
Otherwise, the Company shall inform the Customer that access to the platform and/or Portal cannot be granted.
The Customer undertakes to use the Company's portals, platforms and IT services in compliance with applicable law, the principles of good faith and fair dealing, and these General Terms and Conditions of Sale.
Access credentials are personal and confidential. The Customer is responsible for keeping them secure and undertakes not to disclose, transfer or otherwise make them available to unauthorised third parties.
The Customer also undertakes to notify the Company without delay of any suspected unauthorised use of the account resulting from loss, unlawful appropriation, theft or hacking of the access credentials, and to take immediately all measures reasonably necessary to limit the effects thereof. In such circumstances, the Company shall be held harmless from any loss suffered by the Customer and no liability may be attributed to the Company.
The following are expressly prohibited:
• unauthorised access;
• attempting to circumvent, evade or compromise the security systems adopted by the Company;
• using automated software, bots, crawlers, data-scraping systems or other tools capable of automatically acquiring information available on the Company's platforms;
• extracting, copying or acquiring, including by means of artificial intelligence tools, automated systems, equivalent technologies or other automated methods, data, price lists, catalogues, stock availability, images, product codes or other commercial information belonging to the Company;
• carrying out reverse engineering, decompilation, code analysis, unauthorised vulnerability testing or any other activity aimed at identifying, exploiting or compromising vulnerabilities in the Company's IT and security systems;
• using any APIs, data feeds, integration interfaces or other interoperability tools made available by the Company in a manner other than that authorised or for purposes other than those expressly permitted;
• using the Company's portals or platforms for purposes other than those expressly permitted by the Company;
• carrying out any activity liable to compromise the security, stability, integrity, availability or proper functioning of the Company's IT systems and platforms.
The Company reserves the right to monitor access to and use of its IT systems and platforms, in compliance with applicable law, in order to ensure service security, business continuity, confidentiality of information and protection of its information, technological and commercial assets.
The Company may also adopt any technical measures aimed at limiting, suspending and/or blocking access from an account, IP address, device or other user account in the event of a breach of the obligations arising from these General Terms and Conditions of Sale, or where this is necessary to ensure the security and proper functioning of its IT systems.
The adoption of the above measures shall not entitle the Customer to claim damages or compensation.
The Company also reserves the right to retain and use, within the limits permitted by applicable law, access logs and any other electronic evidence reasonably necessary to ascertain any unlawful, fraudulent or unauthorised use of its systems, including for the purpose of exercising and protecting its rights before the competent judicial or administrative authorities.
Stock availability, images, photographs, technical descriptions, product sheets, catalogues, price lists, prices and any other commercial information available on the e-commerce platform are merely indicative and non-binding until the purchase confirmation is issued.
Where the Customer wishes to purchase one or more products available on the platform, it shall submit an offer to purchase.
The Company shall acknowledge receipt and processing of that offer to purchase.
The Company shall subsequently issue the purchase confirmation, specifying the payment method and delivery terms.
Where a product identified on the platform is not immediately available, the Customer may place a pre-order, which shall be followed by a purchase confirmation specifying the delivery times and payment method.
The Customer may check the status of the order by accessing the e-commerce platform.
3. CONCLUSION OF THE CONTRACT
The Customer's submission of an offer to purchase constitutes a mere contractual offer to purchase. Receipt of such offer by the Company does not give rise to any obligation to fulfil the supply. The sales contract shall be deemed concluded only upon the sending and receipt of the Company's written purchase confirmation, transmitted to the email address or certified email (PEC) address indicated by the Customer for communications.
4. INTELLECTUAL PROPERTY AND PROTECTION OF DIGITAL CONTENT
All content available on the Company's websites, e-commerce portals, IT platforms and other digital tools, including, by way of example and without limitation:
• trademarks;
• trade names;
• logos;
• graphic layouts;
• software;
• user interfaces;
• databases;
• catalogues;
• price lists;
• photographs;
• images;
• videos;
• product sheets;
• technical descriptions;
• commercial documentation;
• product codes;
• compatibility and application data;
• technical information;
• computer-generated processing;
• editorial content;
• digital documentation;
• any other content published by the Company;
constitutes an asset of the Company and is protected by applicable legislation on copyright, industrial property, database protection, unfair competition and any other applicable provisions.
Consultation of content made available by the Company is permitted exclusively for purposes connected with performance of the commercial relationship established with the Customer.
Unless the Company has given prior written authorisation, it is expressly prohibited to:
• copy;
• reproduce;
• publish;
• distribute;
• disclose to third parties;
• modify;
• translate;
• process or adapt;
• resell;
• license;
• disseminate;
• use for commercial purposes;
• extract;
• reuse, even in part;
any content, database or information contained in the Company's systems.
Any activity aimed at creating, supplying data to or training artificial intelligence systems, language models, search engines, databases, software or digital platforms through automated or manual acquisition of the Company's content is also prohibited unless prior written authorisation has been obtained.
Any use other than that strictly necessary for performance of the commercial relationship is prohibited.
The Company reserves the right to adopt any appropriate technical measure to protect its digital content, databases and IT systems, including authentication systems, access restrictions, activity monitoring, digital watermarks, anti-scraping systems, query limitations and any further security measures deemed appropriate.
The Company reserves the right to use automated IT tools, monitoring systems and artificial intelligence technologies for the purpose of monitoring and detecting unauthorised use of its content, databases, images, catalogues, commercial information and any other protected material, as well as preventing, detecting and taking action in respect of infringements of its rights, in compliance with applicable law.
5. DIGITAL SERVICES AND CHAT SUPPORT
The Company may make digital support tools available to the Customer, including chatbots, virtual assistants based on artificial intelligence technologies, automated response systems and support services managed by sales staff.
Such tools are intended to facilitate consultation of the Company's portals, provide general information on the Company's products and services, assist the Customer in navigation and facilitate the handling of commercial, administrative and technical enquiries.
Information provided by automated systems, chatbots and virtual assistants is for information purposes only and does not constitute contractual offers, binding technical advice, quotations, warranties or contractual obligations on the part of the Company.
Any information concerning availability, prices, delivery terms, technical applications, product compatibility, commercial terms or other essential elements of the contractual relationship shall be binding only if confirmed in accordance with these General Terms and Conditions of Sale.
Where the Customer requests the assistance of a sales representative, the conversation may be taken over by the Company's staff without interruption in relation to the preceding automated interaction.
Use of digital support services does not require the Customer to interact exclusively with automated systems. Where available, the Customer may request the assistance of a sales representative in accordance with the procedures provided for by the Portal.
The Company reserves the right to record, retain and review conversations conducted through its digital support systems, in compliance with applicable personal data protection legislation, for the purposes of ensuring service quality, system security, handling Customer enquiries, staff training, continuous improvement of the services offered and protection of its rights.
The Company may modify, update, suspend or discontinue, including temporarily, the operation of digital support services without this entitling the Customer to damages, indemnities or compensation.
The Customer undertakes to use digital support services in accordance with the law, these General Terms and Conditions of Sale and the principles of fairness and good faith, refraining from entering unlawful, offensive, defamatory or misleading content or content capable of compromising the proper functioning of the Company's IT systems.
6. PURCHASING AND PAYMENT METHODS
Submission of an order constitutes an offer to purchase by the Customer. Mere receipt of the order by the Company does not constitute acceptance and does not give rise to any obligation to fulfil the supply.
The order shall be deemed accepted only following the Company's written order confirmation, sent by email or another suitable electronic means and available through the Portal, specifying the payment and delivery times and methods applicable to the product.
The Customer must provide complete, correct and up-to-date information required for registration, invoicing and shipment of orders. The Company shall not be liable for delays, delivery errors, failure to fulfil an order or other issues resulting from inaccurate, incomplete or outdated information provided by the Customer.
The Customer is also responsible for the accuracy of the product codes ordered, the relevant technical applications, the quantities requested and the compatibility of the product with its intended application.
The Company reserves the right to:
• refuse orders;
• suspend order fulfilment;
• request additional information or documentation useful for verifying the Customer's identity, authority or solvency;
• cancel orders in the event of obvious errors concerning prices, availability, technical descriptions, product codes or other anomalies resulting from technical malfunctions, clerical errors or causes not attributable to the Company.
Stock availability shown on e-commerce portals, catalogues or other IT systems is merely indicative and non-binding until the order is confirmed. Product availability is continuously updated and may change even after submission of the order and until the Company confirms it.
Unless otherwise agreed in writing, available payment methods may include, at the Company's discretion:
a) advance payment by bank transfer;
b) payment by credit card, POS terminal, PayPal or other available electronic systems;
c) customised payment terms agreed between the parties according to the existing commercial relationship.
The Company reserves the right to make order fulfilment conditional upon actual receipt of cleared funds, verification of the Customer's solvency or provision of suitable guarantees where deemed necessary.
All prices are expressed in Euro and are exclusive of VAT, shipping costs, any duties, customs charges or other ancillary costs, unless otherwise stated in writing.
Only the price stated in the relevant order confirmation shall apply to the Customer.
Invoices shall be issued in accordance with applicable tax legislation and transmitted by the methods required by applicable law.
Any dispute concerning supplied products or rendered services shall not entitle the Customer to suspend, delay or set off payment of undisputed invoices or portions of invoices not subject to dispute.
The Company reserves the right to charge the Customer any fees relating to payments made through PayPal or collection charges (for example, in the case of Ri.Ba.).
7. DELIVERY METHODS
The Company shall arrange shipment and delivery of the purchased products to the address indicated by the Customer through contracted couriers, freight forwarders or carriers, within the times stated in the order confirmation.
Any delivery times communicated by the Company are merely indicative and non-binding, particularly with regard to product availability, carriers' logistics times and events not reasonably within the Company's control.
The Company reserves the right to make partial or split deliveries of orders, without this entitling the Customer to refuse delivered goods, suspend payments relating to supplies already performed or claim damages, penalties or compensation.
Delivery shall be deemed to have taken place when the goods are handed over to the appointed carrier. From that time, the transport risk shall pass to the Customer, without prejudice to cases of wilful misconduct or gross negligence attributable to the Company. The Company shall provide the Customer with all reasonable assistance in handling any damage, shortages or losses occurring during transport, including in dealings with the carrier.
As consignee of the shipment, the Customer may enforce directly against the carrier the rights arising from the contract of carriage and forwarding.
In all cases, upon delivery the Customer must check:
• the integrity of the packaging;
• the number of packages;
• the absence of visible damage;
• conformity of the delivered goods.
Any anomalies, damage, tampering or shortages must be immediately reported to the carrier by entering a specific reservation on the transport document or proof of delivery, with a detailed indication of the nature of the anomaly found and accurate photographic evidence.
The Customer is also required to notify the Company in writing of any damage, signs of tampering, damage to or alteration of the packaging, missing items or other irregularities affecting the shipment or the goods delivered. Such notification must be submitted no later than 5 (five) days after the date of delivery of the goods. The notification must be accompanied, where available, by a copy of the transport documentation or proof of delivery (POD) bearing any specific reservations recorded upon delivery, together with photographic evidence, where reasonably possible, and any other supporting documentation relevant to the reported irregularity. Such notification is necessary to enable the Company to promptly lodge and manage a claim with the carrier concerned, in accordance with the carrier's applicable claims procedures and time limits. Failure to notify the Company within the specified period, or failure to provide the necessary supporting documentation, may adversely affect the Company's ability to lodge or properly pursue the claim with the carrier. Such notification shall under no circumstances constitute an assumption of liability, whether joint, several or concurrent, by the Company for loss of or damage to the goods attributable to carriage.
Failure to provide such notification, or any delay in doing so, as well as failure to submit the necessary documentation, may compromise the Company's ability to initiate or properly handle the claim with the carrier.
Such notification shall under no circumstances constitute an assumption of liability, whether joint, several or concurrent, by the Company for damage attributable to transport. In the absence of an immediate reservation made against the carrier, delivery shall be deemed duly accepted with regard to damage or defects externally detectable at the time of receipt.
The Company shall not be liable for delays, suspensions or failure to make deliveries arising from causes not attributable to the Company, including, by way of example and without limitation:
• force majeure;
• natural events;
• fires;
• strikes;
• transport disruptions;
• unavailability of raw materials or components;
• logistical or customs blockages;
• IT system failures;
• cyberattacks;
• measures taken by public authorities;
• wars;
• pandemics;
• epidemics;
• other events of a similar nature.
In such cases, the Company may suspend, postpone or cancel, in whole or in part, fulfilment of the order without the Customer being entitled to claim damages, compensation or penalties, without prejudice to the right to reimbursement of any sums already paid solely in respect of the part of the supply definitively not performed.
For international supplies, delivery terms shall be governed by the ICC Incoterms® 2020 (International Chamber of Commerce), in the version in force on the date the contract is concluded, provided that they are expressly referred to in the order confirmation. The referenced Incoterms govern exclusively the allocation of risks, costs and documentary obligations relating to transport and delivery and do not affect: (i) the warranty for defects in the goods; or (ii) the jurisdiction and governing law clause.
8. RIGHT OF WITHDRAWAL
The Customer may withdraw from the sales contract, without having to state reasons, or in cases of incorrect ordering, within 10 (ten) days from the date of issue of the delivery note (in the case of deferred invoicing) and/or the invoice, by giving written notice to the Company through the Portal or the email address stated in the order confirmation.
Withdrawal is permitted exclusively for products that have not been fitted, used or tampered with, are intact and are complete with their original packaging and all accessories and certifications supplied at the time of sale.
Withdrawal is subject to inspection of the returned material. In the event of withdrawal, the Customer shall be charged an amount ranging from 10% to 20% of the price of the returned goods, depending on their value, in addition to the transport costs incurred, in order to cover the costs of managing the withdrawal.
Products that are not part of the Company's standard product range and are specifically ordered or sourced from third-party suppliers at the Customer's express request are expressly excluded from the right of withdrawal and return provisions set out in this article. For such products, once the order has been confirmed and procurement from the supplier has commenced, the customer shall not be entitled to withdraw from the contract, return the goods due to a change of mind or an ordering error, or obtain any refund, whether full or partial, of the amounts paid. The exclusion of the right of withdrawal and the non-cancellable nature of such orders shall be expressly stated in the order confirmation.
9. RETURNS DUE TO PRODUCT NON-CONFORMITY
Where products received do not conform to the confirmed order or are technically incompatible with the specifications declared by the Company, the Customer may request a return no later than 20 (twenty) days from the invoice date and/or delivery-note date (in the case of deferred invoicing).
A credit, replacement or refund shall be issued only following a successful technical inspection carried out by the Company.
The request must be submitted exclusively through the return procedures provided by the Company on its official portals.
The Customer must document the alleged non-conformity, providing detailed information on:
• the product identification procedure carried out;
• the original reference searched for;
• the code of the product received;
• the reasons for the alleged discrepancy, attaching suitable photographic evidence and any further technical documentation reasonably requested by the Company for proper assessment of the case.
The Company reserves the right to verify whether the reported non-conformity and/or incompatibility of the product actually exists.
Following its checks, the Company shall notify the Customer whether the return is authorised or, in the event of an adverse outcome, whether the return request for product non-conformity and/or incompatibility is rejected.
Where a return is authorised due to product non-conformity or technical incompatibility:
• no handling charges shall apply;
• the charge provided for under Article 7 in the event of withdrawal shall not apply;
• standard collection costs shall be borne by the Company.
Return requests shall not be accepted:
• for products that have been fitted, altered or tampered with;
• where arising from installation errors;
• where arising from improper use;
• where the required technical documentation is missing or otherwise insufficient to enable verification of the alleged non-conformity.
The material must be returned:
• intact;
• complete;
• properly packaged;
• accompanied by the return authorisation number.
After verifying the conditions for product non-conformity and/or technical incompatibility and after the product has been returned, the Company shall replace it or issue a refund where the price has already been paid.
Where the documentation provided is insufficient to prove non-conformity, or where the dispute is found to arise from an identification, ordering or application error or another cause attributable to the Customer, the Company shall apply the financial conditions set out in Article 7 of these General Terms and Conditions of Sale, including the return handling charge and any transport costs incurred.
10. RETURN OF USED CORE FOR REFUND OF THE DEPOSIT (within 60 days)
For remanufactured products subject to a deposit, the Customer must return the used core no later than 60 days from the date of shipment of the remanufactured product.
Return of the core is a necessary condition for reimbursement of the deposit, unless otherwise agreed in writing between the parties.
The deposit shall not be refunded in the following cases:
• core irreversibly damaged or unsuitable for remanufacturing;
• missing components;
• tampered product;
• core not corresponding to the required code, an authorised technical equivalent, or belonging to a product other than that originally supplied or not meeting the technical equivalence criteria accepted by the Company;
• return after the applicable deadline.
If a core is received that does not meet the applicable requirements, the Company shall inform the Customer. If no reply is received within 15 days of such notification, the Company may scrap the material without any further obligation to store or return it or to grant any refund.
The costs of returning the core shall be borne by the Customer.
The core must be returned exclusively using the procedures and forms made available by the Company through its official portals.
The Customer may monitor the status of return cases directly through the Portal used to submit the request.
The Company reserves the right to set off any amounts due to the Customer by way of credit, refund or reimbursement of the deposit against any amounts owed to the Company by the same Customer.
11. STATUTORY WARRANTY
All products marketed by the Company are subject exclusively to the warranty provisions applicable to relationships between professionals (B2B).
No agent, contractor, employee, reseller or other intermediary is authorised to assume, amend or acknowledge warranty terms other than those set out in these General Terms and Conditions of Sale.
Pursuant to Articles 1490 et seq. of the Italian Civil Code, the Company warrants that the products sold are free from defects rendering them unfit for their intended use or materially reducing their value.
The Customer shall forfeit its warranty rights if it fails to notify the Company of defects within 8 (eight) days of discovery, pursuant to Article 1495(1) of the Italian Civil Code. Notice must be given in writing (through the Portal, certified email or registered post), must specify in detail the nature of the defect found and, where possible, must be accompanied by photographic and technical documentation. Pursuant to Article 1352 of the Italian Civil Code, the parties agree that written form is a requirement for the validity of the notice: verbal or telephone communications, even if timely, shall not prevent forfeiture of the warranty rights.
For apparent defects, or defects that can in any event be detected with ordinary diligence at the time of delivery, the notification period shall run from the date the goods are received. For latent defects, the period shall run from discovery, meaning the time at which the Customer, exercising the ordinary diligence required by its professional status, acquired certain and complete knowledge of the defect.
Pursuant to Article 1491 of the Italian Civil Code, no warranty shall apply where the defects were readily recognisable.
In the cases referred to in Article 1490 of the Italian Civil Code, the Customer may, at its option, request termination of the contract, repair or a reduction in price.
Notification is not required if the Company has acknowledged the existence of the defect.
It is understood that mere acceptance of the goods for technical checks concerning the existence of a defect and/or the opening of a support case shall not constitute acknowledgement of the defect by the Company.
The warranties governed by this Article are conditional upon the returned component corresponding in full to the product originally supplied by the Company and not having undergone modifications, component replacements, additions, processing or unauthorised work.
No defect may be acknowledged by the Company in the following cases:
• incorrect installation;
• improper use of the product;
• contamination of the oil, fuel or intake circuit;
• use of unsuitable lubricants or materials;
• failure to replace recommended ancillary components;
• incorrect calibration;
• lack of suitable technical equipment;
• work carried out by unqualified personnel;
• unauthorised software or electronic modifications;
• impacts, accidents or other accidental events;
• corrosion;
• normal wear and tear;
• alteration of the product's original technical configuration through replacement, removal, addition or use of components not supplied by the Company or otherwise not conforming to the technical configuration of the product originally marketed, where this circumstance has compromised or may compromise the proper operation of the component or the reliability of technical checks.
Where the warranty claim is rejected, the Customer may:
• request return of the component;
• request a repair quotation, where technically possible;
• waive collection of the material.
Where the warranty claim is rejected, the Company reserves the right to charge the costs of the technical inspection and any expert assessment, together with transport costs and any further administrative, logistics and handling costs incurred, unless otherwise agreed in writing for commercial reasons.
The Customer must communicate its decision within 15 working days of notification of the outcome of the technical inspection or any repair quotation.
If no reply is received within that period, the Company may, after notifying the Customer, scrap the material, with full exemption from any liability.
12. OMITTED
13. FORCE MAJEURE
The Company shall not be liable for delays, suspensions, non-performance or total or partial inability to perform its contractual obligations where such events are not attributable to the Company and are caused by force majeure or events that are not reasonably foreseeable, avoidable or controllable.
The following shall be considered force majeure events, by way of example and without limitation:
• wars;
• armed conflicts;
• riots;
• terrorist acts;
• strikes, lockouts or work stoppages, including at suppliers, carriers or other parties in the logistics chain;
• traffic or transport blockages;
• fires;
• floods;
• earthquakes;
• epidemics;
• pandemics;
• interruptions in the supply of energy, essential services or communications networks;
• unavailability of or delays in the supply of raw materials, components or products;
• international market crises, embargoes, economic or trade sanctions;
• customs or logistics blockages;
• measures or restrictions imposed by national or foreign public authorities;
• IT system failures;
• cyberattacks, cybersecurity breaches, unavailability of IT systems or digital infrastructures belonging to the Company or third parties;
• any other unforeseeable event beyond the Company's reasonable control.
In the event of force majeure, the Company may suspend, delay or cancel, in whole or in part, performance of orders and extend delivery and performance deadlines for a period corresponding to the duration of the event and its effects, without the Customer being entitled to claim damages, compensation or penalties.
Where reasonably possible, the Company shall promptly inform the Customer of the occurrence of the event and its foreseeable consequences for performance of the contract, it being understood that any delay or omission in giving such notice, where caused by the force majeure event, shall not give rise to liability on the part of the Company.
The Customer's right to reimbursement of any sums already paid shall remain unaffected, solely in respect of the part of the supply definitively not performed. Suspension, delay or non-performance of obligations resulting from force majeure events shall not constitute breach of contract and shall not entitle the Customer to terminate the contract or bring any further claim for damages, except as provided by mandatory provisions of law.
14. PROCESSING OF PERSONAL DATA
The Company processes the Customer's personal data in compliance with applicable personal data protection legislation, including Regulation (EU) 2016/679 ("GDPR"), Italian Legislative Decree No. 196 of 30 June 2003, as amended by Italian Legislative Decree No. 101 of 10 August 2018, and any other applicable provisions.
The data controller is Diesel Levante S.r.l., with registered office at S.S. 96 Km 116 – 70026 Modugno (BA), VAT No. 03933890729.
Personal data provided by the Customer shall be processed exclusively for purposes connected with:
• management of the commercial relationship;
• order fulfilment;
• registration, management and administration of the Customer account;
• invoicing;
• payment management;
• shipment of products;
• technical and after-sales support;
• management of conversations conducted through chatbots, virtual assistants, artificial intelligence systems and sales staff, as well as improvement of the quality of the support services offered;
• management of warranty, return and repair cases;
• administrative, tax, accounting and statutory compliance;
• protection of the Company's rights, prevention of fraud and unlawful use of the Company's platforms, and security of IT systems;
• sending operational communications strictly connected with performance of the contractual relationship.
Personal data is processed on the basis of performance of the contract or pre-contractual measures requested by the Customer, compliance with legal obligations, pursuit of the Company's legitimate interests and, where necessary, the data subject's consent, in accordance with Articles 6 et seq. of Regulation (EU) 2016/679. The legitimate interests pursued by the Company pursuant to Article 6(1)(f) of the Regulation consist of fraud prevention, protection of IT system security, protection of credit and prevention of unlawful use of the Company's platforms.
Provision of personal data necessary for establishing and performing the contractual relationship is mandatory. Failure to provide such data may make it wholly or partly impossible to fulfil orders, provide requested services or grant access to restricted services.
Personal data may be disclosed, to the extent strictly necessary for the above purposes, to:
• couriers, freight forwarders and logistics operators;
• banks, financial intermediaries and payment service providers;
• consultants, professionals and service companies;
• providers of IT, hosting, cloud computing, maintenance and technical support services;
• parties entrusted with administrative, tax, accounting, logistics or after-sales support activities;
• public authorities or other parties where required by law;
• other parties authorised, designated or appointed in accordance with applicable legislation.
Where service providers used by the Company process personal data outside the European Economic Area, such processing shall take place exclusively in compliance with the safeguards provided for by Articles 44 et seq. of Regulation (EU) 2016/679.
Data may be processed using paper, IT and telematic tools, with appropriate technical and organisational measures adopted to ensure security, confidentiality, integrity and availability, in accordance with the principles laid down by Regulation (EU) 2016/679.
In order to ensure the security of its IT systems, prevent unauthorised access, fraudulent activity, misuse of the Company's platforms or other potentially harmful conduct, the Company may process technical data relating to access to its portals, system logs, IP addresses, device identifiers, browsing data and other information strictly necessary for cybersecurity, business continuity and protection of its technological, information and commercial assets, in compliance with applicable law.
Conversations conducted through digital support services may be processed by automated systems, including tools based on artificial intelligence technologies, as well as by the Company's staff, exclusively for the purposes stated in these General Terms and Conditions of Sale and in the Company's Privacy Policy.
Personal data shall be retained for no longer than is strictly necessary for the above purposes and, in any event, in accordance with the periods required by applicable legislation, statutory obligations and the Company's Privacy Policy. In particular: (a) accounting, tax and administrative data shall be retained for 10 (ten) years from the last entry, pursuant to Article 2220 of the Italian Civil Code; (b) access logs and cybersecurity data shall be retained for the time necessary to prevent and ascertain unlawful conduct and, in any event, for no longer than 12 (twelve) months from recording; (c) data relating to conversations with digital support services shall be retained for the time necessary to handle the request and, in any event, for no longer than 24 (twenty-four) months; (d) browsing data shall be retained in non-aggregated form only for the strictly necessary technical period, without prejudice to the Cookie Policy.
The use of cookies and similar technologies is governed by the Company's Cookie Policy, available on the Company's websites.
The Customer may at any time exercise the rights granted by Articles 15 et seq. of Regulation (EU) 2016/679, within the limits and in accordance with the procedures provided by applicable law, including:
• right of access to personal data;
• right to rectification;
• right to erasure;
• right to restriction of processing;
• right to object, where provided by law;
• right to data portability;
• right to lodge a complaint with the Italian Data Protection Authority.
Acceptance of these General Terms and Conditions of Sale does not, where consent is not required by applicable law, constitute consent to the processing of personal data. Processing shall be carried out exclusively on the basis of the lawful grounds provided for by Regulation (EU) 2016/679 and as set out in the Company's Privacy Policy.
Complete information concerning the processing of personal data, including the purposes of processing, legal bases, data retention periods, categories of recipients, any transfers of data to third countries, procedures for exercising data-subject rights and any other information required by Articles 13 and 14 of Regulation (EU) 2016/679, is contained in the Company's Privacy Policy, available on the Company's websites and other official channels.
15. GOVERNING LAW AND JURISDICTION
These General Terms and Conditions of Sale shall be governed by and construed in accordance with Italian law.
Any dispute relating to:
• validity;
• interpretation;
• performance;
• application;
• termination;
• or otherwise connected with or arising from the commercial relationships between the Company and the Customer,
shall be subject to the exclusive jurisdiction of the Court of Bari, to the express exclusion of any other court that might otherwise have concurrent or alternative jurisdiction under the law, without prejudice to cases of mandatory jurisdiction provided for by applicable legislation.
16. CONFIDENTIALITY OBLIGATION
Commercial, technical, economic, organisational and operational information disclosed by the Company to the Customer within the commercial relationship, irrespective of the medium used, shall be regarded as confidential unless it is already lawfully in the public domain or its disclosure has been authorised in advance in writing by the Company.
Confidential information includes, by way of example and without limitation:
• commercial terms;
• customised offers;
• discounts;
• catalogues;
• technical documentation;
• databases;
• product information;
• stock availability;
• operating procedures;
• logistics information;
• commercial strategies;
• Portal access credentials;
• any other information disclosed by the Company within the commercial relationship.
The Customer undertakes to use such information exclusively for purposes connected with performance of the commercial relationship with the Company and not to disclose, communicate or make it accessible to third parties without the Company's prior written consent.
The Customer shall adopt all reasonable technical and organisational measures suitable for preserving the confidentiality of the information received, restricting access exclusively to its employees, contractors or advisers who genuinely need it for performance of the commercial relationship and who are subject to corresponding confidentiality obligations.
The confidentiality obligations shall not apply where disclosure is required by law, an order of the competent authority or other obligations imposed by applicable legislation.
The confidentiality obligations under this Article shall remain in force for five (5) years after termination of the commercial relationship, unless otherwise provided by law.
Any breach of confidentiality obligations may result in suspension of the commercial relationship, withdrawal of access to restricted services and the Company exercising any action available under applicable law to protect its rights.
17. INTERNATIONAL SANCTIONS AND EXPORT CONTROLS
The Customer declares that it is aware of and undertakes to comply with applicable Italian, European Union and international legislation concerning export controls, embargoes, restrictive measures and economic and trade sanctions, including in particular Regulation (EU) 2021/821 concerning dual-use items, European Union regulations establishing EU restrictive measures, and Italian Legislative Decree No. 221 of 15 December 2017, as subsequently amended, laying down national penalties in the field of export controls.
The Customer warrants that products purchased from the Company shall not be exported, re-exported, assigned, transferred or otherwise supplied, directly or indirectly, to persons, organisations, territories or countries subject to prohibitions or restrictions under applicable law.
The Customer further undertakes not to use products supplied by the Company in breach of applicable legislation concerning exports, international security, embargoes or economic sanctions.
At the Company's request, the Customer undertakes to provide all information and documentation necessary to verify compliance with export-control and international-sanctions legislation, including, where applicable, a declaration concerning the end user, country of destination and end use of the products pursuant to Article 12(4) of Regulation (EU) 2021/821. The Customer warrants that such information is truthful, complete and accurate.
The Customer undertakes to inform the Company promptly if it becomes aware of any circumstances, including circumstances arising subsequently, that may constitute a breach or risk of breach of export-control, embargo or international-sanctions legislation in relation to the purchased products.
The Company reserves the right to:
• refuse or cancel orders;
• suspend performance of supplies;
• request additional information or documentation;
• terminate the commercial relationship;
where, on the basis of reasonable grounds for assessment, it considers that the transaction may result in a breach of applicable export-control, embargo or international-sanctions legislation.
The Company shall not be liable for any delays, suspensions, order cancellations or failure to perform supplies resulting from the application of legislation concerning export controls, embargoes or national or international restrictive measures.
The Customer undertakes to indemnify and hold the Company harmless from any liability, loss, cost, penalty or claim arising from a breach, by the Customer or persons attributable to it, of applicable legislation concerning exports, embargoes and international sanctions.