GENERAL SALE AND DELIVERY CONDITIONS

 

1. Definition:

Sprint Commerce: for 'Sprint Commerce' is meant Sprint Commerce S.r.l., Via del Bosco, 91 -12100 Cuneo

Buyer: for 'Buyer' is meant whatever person (juridical) or juridical subject to which Sprint Commerce sends preventive/offered, the person (juridical) or juridical subject that undersigns an order with Sprint Commerce, the person (juridical) or juridical subject with which Sprint Commerce stipulates a contract, the person (juridical) or juridical subject with which Sprint Commerce entertains any juridical relationship and besides his/her representatives, agents, successors, having cause to whatever title. Sprint Commerce is exclusively bound by contracts and other appointments stipulated by representatives endowed with the powers to represent her/it.

Parts: for 'Parts' are meant together the Buyer and Sprint Commerce.

Products: for 'Products' are meant all the goods and services that Sprint Commerce it furnishes to the Buyer, or for which are introduced some offers.

Representative with powers: for 'Representative with powers' is meant any subject which Sprint Commerce has conferred powers of representation or that is institutionally owner of these powers, but however resultant from the registration on the Register of the Enterprises of the Chamber of Commerce and any other person that has received in writing a proxy from the aforesaid representatives within the limits of the representative power brought in the Register of the Enterprises or in the aforesaid proxy. The buyer accepts not to make trust on any power of representation of Sprint Commerce that is not confirmed as above specified.

Working days: for 'Working days' are meant the days for Monday to Friday, excluding the holy days in Italy and every designate day as festive from the direction of Sprint Commerce.

2. Applicability:

2.1 The present General Conditions and them possible following changes, all the estimates are applied to/offered of Sprint Commerce, to all the orders of the buyer done on the B2B and accepted by Sprint Commerce, to all the contracts and/or consequential juridical shops from or correlated/connected to the same and all the transactions, deliveries and effected binding appointments legally or assumed by Sprint Commerce, as well as to the juridical relationships in the future established among Sprint Commerce and the buyer.

2.2 For every other relationship already stipulated, will remain same conditions of contract already signed. Any it derogates or integration to the present General Conditions they will be binding for Sprint alone Commerce if you arrange in writing among the Parts.

2.3 Sprint Commerce expressly refuses the general conditions of the buyer and/or other general conditions and the buyer, effecting the order or giving succession to the acceptance of Sprint Commerce, expressly renouncement to use of different general conditions from those of Sprint Commerce.

2.4 If one or more clauses than the present General Conditions you result to totally be or partially nothing voidable, the other clauses of the present General Conditions or the contracts stipulated between the buyer and Sprint Commerce to which the same are applied, will fully be valid.

2.5 Sprint Commerce reserves itself the right to modify the present General Conditions, without necessity to give communication of it to the buyer, in the relationships with which the changes will immediately become applicable.

3. Offer:

3.1 The estimates, pricelist and offers of Sprint Commerce don't involve appointments, except that they are otherwise and expressly declared in writing from a representative with powers of Sprint Commerce.

3.2 The agreement between the buyer and Sprint Commerce improves him in the moment in which an order sent by the buyer is accepted in writing by Sprint Commerce, and/or Sprint Commerce escapes such order however.

3.3 Sprint Commerce the right reserves him to unilaterally bring whatever change to the specification of the Products that are necessary to the goals to comply to any law, rule, normative or applicable standard.

3.4 Possible typographic errors, of writing or omissions in whatever document of sale, quotation, list, invoice or other document sent forth by Sprint Commerce they will be correction subjects without any responsibility from Sprint Commerce.

4. Delivery Terms

4.1 Sprint Commerce will deliver the Products in the times specified in writing in the offer or in the order, approved expressly or through beginning of execution.

4.2 The Products, nevertheless, will be delivered by Sprint Commerce within 8 working days from the confirmation of the order.

4.3The term of delivery must not consider him as essential term, but it constitutes an indicative indication, conditioned to the possibilities of Sprint Commerce and to the availability of the Products. Possible delays cannot result in the annulment of the order, also outstanding if, from the buyer and they don't constitute serious breach to the senses of the art. 1455 cs.c., you save the limits without exceptions of law. In any case you damn direct or indirect for delayed delivery consequential from accidental case or great strength you/they can be set to load of Sprint Commerce. The missed delivery of the products, despite the warning to carry out within a not inferior term to days 15, ordered to the senses of the art. 1454 cs.c., it will limitedly resolve the contract to the Products not delivered.

4.4 The resolution of which to the precedent Article 4.3 can be wide to the Products already delivered on the base of the same contract, to condition that the contract (order and / or confirmation of the order) specified that such Products would have had to be delivered as an only set.

4.5 In case of resolution of which to the Articles 4.3 and 4.4, the buyer has the right to return the Products, perfectly entire, to Sprint Commerce to expenses and risk of this last and to ask for the restitution of the payments already effected.

5. Delivery and risks

5.1 Except otherwise specified as on the order or arranged in writing, the delivery will be to intend him without extra transport cost.

5.2 If Sprint Commerce relatively assumes one some responsibilities to the consignment, it will predispose such consignment as it will hold suitable. Sprint Commerce is kept to pack the Products in appropriate and suitable way.

5.3 Sprint Commerce the right reserves him to effect and to organize partial deliveries and the buyer will be kept to accept partial deliveries, different accord affiliate excepted. Sprint Commerce will have the faculty to separately bewitch such partial deliveries to the buyer and the buyer it will be kept to pay such invoices as if they concerned separate orders.

5.4 The buyer have to take on consignment the Products in the place / places agreed upon when you/they are also delivered in the case in which happens late or in advance in comparison to how much agreement. The acceptance of the Products will be effected through signature, from the buyer or of his entrusted of the document of transport, that will be worth what received and express acceptance of the products around their conformity and correspondence to the order, for typology and number.

5.5 If the buyer doesn't carry out to his/her own obligations, to title as example but not exhaustive refusing to accept the delivery or showing negligence in to furnish the information or the necessary instructions to the delivery from Sprint Commerce, all the in partnership (I included to title as example but not exhaustive the additional costs of delivery, warehouse cost and insurance, as well as any other cost contextually sustained to consequential losses by such breach) costs they are to load of the buyer himself.

5.6 If the Products ordered by the buyer were available but you/they were not accepted / took in load by the buyer, Sprint Commerce alternatively has the right of:

- to summon on consignment formally the taking of it, through notification written of the day and of the time when the new delivery will be tried; the Products during the dispatch of such notification will be preserved for account, to expenses and risk of the buyer, included the risk of deterioration of the quality;

- or to resolve the contract with the buyer in everything or partly, to the senses of the art. 1456 cs.c., giving communication written to the buyer of it, in the ways specified here to the following article 17, and to sell and to deliver the Products to one or more third Parts, without some responsibility towards the buyer. In this eventuality, the buyer is responsible for any damage that Sprint Commerce suffers in consequence of his/her refusal to accept the delivery inclusive possible reductions of the contractual price.

 

6. Prices and Invoices

6.1 Different accord written excepted, the prices specified by Sprint Commerce in the offer, confirmation of order and contract (of sale) they will intend for the packed product, made frank departure, iva, taxes and services of transport and additional excluded.

6.2 The payment must have effected in writing in the suitable currency from Sprint Commerce or, in absence of such indication, in European, different accord written excepted. In case of discordance among the prices, Sprint Commerce will be bound to the price for her more advantageous.


6.3 If prices have to increase more than 10% in comparison to the agreed upon price and the increase of price didn't derive from dispositions of law, the buyer has the right to recede from the contract or to annul the order giving mean of it communication of mail certified electronics within a week from the communication from Sprint Commerce of the increase of the arranged price; in case I cross the increase of price it will be considered approved. The possible exercise of the right of recess from the buyer to the senses of the present Article doesn't involve any responsibility to load of Sprint Commerce.

7. Payment:

7.1 Different specification excepted brought on the order or however different accord written excepted, the buyer must make the payment within sixty (60) days from the date of the invoice, done I save the right of Sprint Commerce to ask for an advance in the center of it stipulates some contract. The payments are also due in the terms and in the agreed upon ways in the cases of delay in the delivery of the product, or of damages or partial or total losses verified him during the transport, as well as in the case in which the product made of the buyer near the seller available doesn't come from the buyer himself taken on consignment. The term of payment is essential: to the expiration of the same the buyer will automatically be considered outlaw. The day of the payment will be understood as the date in which the due sum is accredited on the banking current account of Sprint Commerce, and not the date of the order imparted by the buyer.

7.2 It expressly agreed upon to the senses and for the effects of the art. 1462 cs.c., that the buyer cannot develop confrontations or to oppose exceptions (neither in technical sense, neither questions riconventional), with the purpose to avoid, to delay, to compensate or to suspend the payment of the price in the measure and with the expiration arranged.

7.3 the missed payment within the period specified to the article 7.1, will make to decay the buyer from the benefit of the term ex art. 1186 cs.c. and it will allow to Sprint Commerce to ask for the immediate sale of the whole correspondent due related to whatever relationship in progress. An interest of blackberry will be applied besides equal to the one and half monthly percent (1,5%) of the value of the unsolved invoice, or an interest of blackberry calculated to the senses of the artts. 4 and 5 of the D.lgs. October 9 th 2002, n. 231, if this last had to be great; to these goals it departs of one month you/he/she will be calculated as one whole month, beginning from the first day after the expiration of the terms of payment as suitable to the article 7.1.

7.4 In case of missed payment within the term of which to the article 7.1, the buyer will be besides debtor of the expenses stragiudiziali reasonably sustained with the purpose to get said payment. Such expenses will include in every case the costs of the agencies of recovery credits, the legal expenses and every other necessary cost to such end. The extra legal costs for the recovery of the credit will still correspond to not less than the 15% of the due sum for a minimum of 250 EURO.

7.5 The payments effected by the buyer will be accused to the affairs and the expenses owed before and subsequently to the most ancient debt, without a different charge from the buyer can produce some effect to the senses of the art. 1193 cs.c. first paragraph.

7.6 Sprint Commerce will have the right to ask to the buyer for the anticipated payment or the payment in countersign of the due sum or part of it, or to ask for a guarantee, comprehensive of a banking guarantee or irreversible insurance, on the fulfillment of all the dawning obligations from the contract if the buyer not accept in comparison to any obligation of payment or if Sprint Commerce is right to fear that the buyer won't comply, in the established times to his/her own obligations of payment to the senses of the contract.

7.7 If the buyer has not carried out to his/her own obligations of payment or has not furnished the guarantee or has not handled the anticipated payment as expectation from the present Article, Sprint Commerce can refuse to effect the delivery.

7.8 If the buyer has not handled the anticipated payment or to furnish to the guarantee of which to the article 7.6 within 14 days from the notification of Sprint Commerce, Sprint Commerce can annul the order, to recede from the contract and to vindicate towards the buyer possible connected damages - to title as example but not exhaustive the in partnership (among which costs of warehouse cost, insurance and any other cost contextually sustained to consequential losses by such breach of the buyer) costs.

 

8. Defects / Claims:

8.1 The buyer must follow as for meticulously to the instructions of Sprint Commerce the method of warehouse and maintenance of the delivered Products; the buyer will be kept to inspect the products during the delivery to easily verify the presence of recognizable vices. Particularly, the buyer will check if the correct Products have been delivered and if the delivered quantity is conforming to how much agreement.

8.2 The possible vices must be report in writing to Sprint Commerce within ten working days from the receipt of the Products. In the case in which the buyer discovers only some defects in the Products in a moment following, because hidden, you/he/she must report them in writing to Sprint Commerce within ten days from the date in which the buyer has found or you/he/she would reasonably have had to find the defect. The buyer must directly notify in writing the claim related to the Products or to the delivery to Sprint Commerce, carefully specifying the nature of the defect and the motivations of the claim and sending a photo of the Product in matter, her note of accompaniment and the number of the relative invoice.

8.3 In the case in which the Products belong to a special offer or if the relationships with the buyer are disciplined in base to one "no return policy" in to be among the Parts, the buyer will give up making to be worth towards Sprint Commerce the vices of the Products and will owe manlevare Sprint Commerce from every and any responsibilities connected to the defective Products, as well as to hold uninjured Sprint Commerce against every possible property loss, damage or spends sustained in consequence of the mentioned defects.

8.4 The right of the buyer to report possible vices or shortages will decay in case of missed respect of the terms of which to the art. 8.2. and however it prescribes him in one year after the delivery of the Products. Possible confrontations related to vices, defects or shortages don't authorize in any way the buyer to suspend his/her own obligations towards Sprint Commerce.

 

9. Force majeure:

9.1 Sprint Commerce won't be responsible toward the buyer or toward third in case of missed or inaccurate fulfillment of the consequential obligations from the contract in by direct or indirect caused by circumstances or events out of his/her own control or that however you/they cannot be her imputable (‘force majeure’), as example: accidental case, etc.

9.2 To the senses of the present Article, for great strength he intends, to title esemplificativo but not exhaustive, strikes, breakdowns to the machineries, suspension of the jobs imposed by the public authority, fires, accidents, civil disorders, nervousness of sector or commercial controversies, delays in the deliveries from the suppliers, problems of transport and any other circumstance that escapes from the reasonable control of Sprint Commerce.

9.3 every part is kept to inform in writing at the right moment the other Part about to verify him of such events.

9.4 If the times of deliveries are overcome of over 2 months in consequence of events of great strength, every of the Parts has the faculty to resolve the contract to the senses of the art. 1456 cs.c.

 

10. Returned products:

10.1 Possible controversies on the presence of vices in the Products will be composed through contractual skill made by an independent expert, named by Sprint Commerce. The expert will communicate in writing his/her own decision after having listened to the Parts. The result of the skill of the expert will be binding for both the Parts and they hock him to accept him/it. The costs of the skill as the expenses of transport for the restitution of the Product to Sprint Commerce, if of the case, you/they will be sustained by the succumbing part in the technical judgment of the expert. If the buyer doesn't allow the nomination of an expert from Sprint Commerce, the right of guarantee you/he/she will be annulled.

10.2 The restitution of the Products is not permitted in relationship to a claim accordingly introduced not to the article 8.2. If the buyer contrarily returns however the Products to how much established by the present Article, or in the case in which the Products are returned without motivation, such Products, if not refused by Sprint Commerce, they will be preserved on behalf of the buyer, to his/her expenses and risk, so that these you withdraw them.

10.3 The buyer will be imputed to the expenses for the restitution from Sprint Commerce to the buyer of the Products made paragraph to the senses of the precedent, in absence of previous consent written of Sprint Commerce.

10.4 The missed payment, total or partial, of the invoices to the agreed upon expirations it will make lead the coverage of the guarantee Sprint Commerce on the relative Products.

10.5 Sprint Commerce cannot be held responsible for losses or damages to the returned Products, if returned through a vector entrusted by the buyer and that he/she answers to the same.

11. Responsibility:

11.1 save for the limits obliged for law, the possible responsibility of Sprint Commerce limitedly to the delivery of the sold goods, for direct damages and / or indirect anyway connected and / or consequent to the Products and / or to their use or missed use, it will be limited, if tried, to an import corresponding to that indeed paid for the Products themselves or the greatest sum on which Sprint Commerce is insured or you/he/she should reasonably be insured for such responsibility. Any further reimbursement can be claimed from the buyer or from third.

11.2 The buyer must insure Sprint Commerce against every pretension of third parts in relationship to the furnished Products or to furnish.

12. Breach of contract:

12.1 Excluding others clauses of the present General Conditions, if the buyer violates an any dawning obligation from the contract with Sprint Commerce or doesn't carry out you in the times or in the established ways, Sprint Commerce has the right after having distrusted the buyer to the senses of the art. 1454 cs.c., to suspend the execution of the contract, or to resolve him/it by law in everything or partly.

12.2 In case of procedures concorsuali what failure, arranged preventive, checked administration or the presence of a state of insolvency that you determine the start of accords of restructuring of the debts from the buyer, or of voluntary liquidation of the activity or in the case in which Sprint Commerce has motive to fear that the buyer is not or you/he/she won't be able to carry out to his/her own contractual obligations and the buyer doesn't furnish suitable reassurances in such sense, Sprint Commerce will have, to own discretion, the right to suspend every activity of execution of the contract or part of it, or to resolve him/it, in everything or partly, to the senses and for the effects of which to the art. 1456 cs.c., done I save the right to the reimbursement of the greatest damage.

12.3 In case of resolution of a contract of sale for breach of the buyer, Sprint Commerce will be legitimated to pretend the payment of the fifty percent (50%) of the value of the invoice of the relative Products, to title of penalty, done I save the right to the reimbursement of the possible great damage.

12.4 In case one were verified some events mentioned in the present Article, each claimed that Sprint Commerce could have towards the buyer, on basic everything, it would immediately become due.

13. Various:

13.1 The rights and the obligations of the buyer specified under the present General Conditions are not transferable neither saleable and cannot be objects of ties or guarantees in every way.

13.2All the data received in virtue of an accord among Sprint Commerce and the buyer must be picked only to accordingly be essays to the applicable laws on the Protection of the Personal Data. Such data must not be use to commercial purposes neither revealed to third parts.

13.3 In the case in which any clause or part of it, of the General Conditions is held inapplicable, ineffective or illegal for every reason, such decision not preclude the validity or the application of every other part remainder of the General Conditions.

 

14. Controversies and applicable law:

14.1 All the contracts to which are applied, totally or partly, the present General Conditions are subject to the Italian law.

14.2 The Convention on the International Sale of Goods (CISG - Convention on Contracts for the International Sale of Goods) of the United Nations is not applicable.

14.3 Every possible controversy related to offers, estimates and contracts among Sprint Commerce and the buyer to which the present Conditions are applied, are named anyway, and that cannot be leveled in by bonaria among the Parts, they will be of exclusive competence of the hole of Wedge. Sprint Commerce the faculty reserves him, in really unquestionable opinion, to act dinnanzi to other competent alternative hole for law.

Sprint Commerce s.r.l.                                                                                    Buyer

 

Oppressive terms:

In conformity to how much anticipated in the art. 1341 cs.c., the buyer declares to specifically approve the clauses of the General Conditions of Sale, that integrally hold him recognized and approved to the action of signature of the present accord, following suitable and countersigned to mean of the number of the article in which they are contained:

1-2;2.1;2.2;2.3;2.4;2.5-3;3.1;3.2;3.3;3.4-4;4.1;4.2;4.3;4.4;4.5-5;5.1;5.2;5.3;5.4;5.5;5.6-6;6.1;6.2;6.3-7;7.1;7.2;7.3:7.4;7.5;7.6;7.7;7.8-8;8.1;8.2;8.3;8.4-9;9.1;9.2;9.3;9.4-10;10.1;10.2;10.3;10.4;10.5-11;11.1;11.2-12;12.1;12.2;12.3;12.4-13;13.1;13.2;13.3-14;14.1;14.2;14.3-

Sprint Commerce s.r.l.