GENERAL TERMS AND CONDITIONS OF ONLINE B2B AND B2C SALES

This document contains the terms and conditions under which Bertani Spa offers its Products for sale through its Website www.bertani.it and which apply to the sale of its Products displayed on its web pages, for which there is an “add to cart” button, or for all those Products and/or services that are sold by Bertani Spa outside its business premises through the consulting and intermediation of Bertani Spa personnel. The General Terms and Conditions of Sale set forth below are governed in accordance with and in compliance with the applicable national and European regulations currently in force, including Legislative Decree no. 70/2003, Legislative Decree no. 206/2005 as amended (hereinafter “Consumer Code”), European Directive no. 2011/83 EU on Consumer Rights, and by the articles of the Civil Code for anything not expressly provided for herein.

Art. 1 – DEFINITIONS

Seller means the company Bertani Spa, with registered office in Via Daniele da Torricella no. 40, 42122 Reggio Emilia, Tax ID and VAT no. 00145280350, REA: RE-103280, share capital of €2,200,000.00 fully paid up, PEC registered e-mail bertanispa@legalmail.it; telephone + 39 0522 355511 and telefax + 39 0522 556880.

Professional means the natural or legal person with a VAT number acting in the exercise of their entrepreneurial, commercial, craft or professional activity, or an intermediary thereof.

Consumer means the natural person (the Consumer) acting for purposes unrelated to the commercial, industrial, professional and craft activity that may be carried out on their own behalf and/or on behalf of third parties.

A Customer is generally understood to be the natural or legal person who purchases one or more Products offered by the Seller through its sales channels either for purposes unrelated to any business or professional activity carried out (Consumer) or for purposes functional to their business or professional activity (Professional).

Products are defined as the goods offered for sale by the Seller.

Purchase Order (or also “Order”) means the document – in digital format – sent by the Customer to the Seller at the end of the purchase procedure. It is binding on the Customer, and assumes full knowledge of these General Terms and Conditions of Sale and acceptance thereof by the Customer, including the right of withdrawal and the Privacy Policy.

Purchase Order Confirmation (or “Order Confirmation”) means the e-mail sent by the Seller to the Customer upon receipt of the Purchase Order and implies acceptance of the Purchase Order by the Seller.

“Website” is the web portal www.bertani.it operated by the Seller that gives access to the E-Commerce page where the online sale of the Products takes place.

Art. 2 – ACCEPTANCE OF CONDITIONS OF SALE

2.1. These Terms and Conditions of Sale are effective as of the date they are posted on the Website and may be updated, supplemented or modified by the Seller at any time. The Seller will provide notice of any such changes through the pages of the Website. The recitals set out herein are an integral and essential part of this agreement between the Parties.

2.2. These General Terms and Conditions of Sale must be reviewed “on-line” prior to the completion of the purchase process. Submission of the order confirmation therefore implies full knowledge of them and their full acceptance. The Customer is invited to carefully read the contents of these Terms and Conditions and to flag acceptance of the same at the foot of the page, as well as to print and/or save them on another durable medium accessible to them, also for the purposes of Articles 52 and 53 of Legislative Decree no. 206/2005 (Consumer Code).

2.3. In the event that the sale is concluded outside of the website, but through remote consultation via e-mail, WhatsApp, video conference, or other means that does not require physical presence, the Seller will indicate the web page where these General Conditions of Sale can be viewed. The Customer shall send an e-mail to the Seller indicating that they have read the document and fully accepts the conditions expressed therein.

2.4. Electronic transmission of the Confirmation of Purchase indicates unconditional acceptance of such conditions on the part of the Customer, who undertakes to observe the General Conditions of Sale and payment set forth below in their dealings with the Seller, declaring that they have read and accept all the indications provided to them pursuant to the above rules, also noting that the Seller does not consider themselves bound by different conditions unless previously agreed in writing.

Article 3 – CONCLUSION OF THE CONTRACT

3.1. In online sales, to conclude a contract for the purchase of one or more Products, the Customer must place a Purchase Order for the Products. The contract is concluded when the Customer receives the Purchase Order Confirmation from the Seller at the e-mail address indicated.

The subject line of the confirmation e-mail will contain the words “Order Confirmation”, and the body of the text will accurately indicate the order number, the list of all the Products selected, specifying the price for each one and indicating, if required, the charge for the transport of said Products to their destination. The Customer is requested to print and keep said e-mail.

3.2. Once the purchase has been formalised and payment made, an invoice will be issued and sent to the Customer's e-mail address. The invoice in paper form will then be placed inside the package.

3.3. The e-mail sent by the Seller to the Consumer referred to in Article 3.1 above shall be deemed to be valid as an information notice pursuant to Article 51, para. 7 of Legislative Decree no. 206/2005. The Customer must verify the correctness of the data in the message in question and report any errors as soon as possible, in order to allow the Seller to rectify the data for the correct and timely delivery of the Products.

3.4. The Seller reserves the right to refuse orders from a Customer with whom a legal dispute relating to a previous order is pending.

Art. 4 – ONLINE PURCHASING METHODS – PRODUCT FEATURES

4.1. For purchases through the Website, pursuant to the provisions of Article 3, the Customer completes a purchase order by means of an order form in electronic format, to be transmitted to the Seller electronically by following the instructions provided on the Website during the online purchase procedure. Purchase Orders may only be placed by persons over 18 years of age.

Before completing the purchase, the Customer is given the possibility to correct any data entry errors.The Customer can register with the Website by entering the required data and creating login credentials.The Seller must be provided with a valid e-mail address in order to enable them to send the Customer all the necessary information regarding the Purchase Order, as well as the communications required by these General Terms and Conditions of Sale.

4.2. The Website registration credentials (e-mail address and password) must be used by the Customer only, and cannot be given to third parties. The Customer agrees to keep them secret and ensure that no one has access to them. Under no circumstances will the Seller be responsible for the misuse or abuse of credentials, also by third parties other than the Customer.

4.3. For each of the goods offered for sale, the Customer will find the “Product Sheet” indicated on the Website, containing the description and characteristics of the Product, together with one or more representative images. The images and descriptions in each “Product Sheet” illustrate the characteristics of the Products as accurately as possible, but should always be understood as indicative. For the purpose of concluding the purchase, the Customer shall consider effective only the description of the product contained in the Purchase Order and the relevant confirmation e-mail sent by the Seller.

4.4. To view the Products selected and the total price of the same, click on the shopping cart icon.Customers are urged to verify that the contents of the shopping cart are correct before confirming the Purchase Order for the Products.

4.5. In the event it is not possible, even temporarily, to fulfil the order in part or in full, the Seller will send an e-mail to make arrangements with the Customer, without prejudice to the possibility of the latter to request cancellation of the entire order or part thereof and the refund of the corresponding amount already paid, if any. In any event, since orders are subject to availability and acceptance by the Seller, the Seller may, at any time and at their sole discretion, refuse to accept the Customer's order, for reasons including by way of example, but not limited to, the following: the Customer provides incomplete or otherwise inaccurate data that make it impossible to process the order or otherwise prevent the issue of the invoice and/or delivery of the goods; the Products ordered are no longer available on the Website; an error has occurred on the Website relating to the Products ordered, concerning, for example, the price or description of the Products as shown on the Website. In such cases, the Customer shall be entitled to a full refund of any price paid and to no further compensation.

Article 5 – PRICES OF PRODUCTS

5.1. Prices are shown next to each Product in the online catalogue, in Euros and inclusive of VAT. The VAT rate currently applied is 22% (twenty-two percent). The shipping fee when requested and any additional services chosen by the Customer will be added to the price. The Customer will in any case be informed of the total cost of the transaction before the Confirmation of the Purchase Order.

In the event that the Customer has registered on the Bertani website as a VIES-registered European Union company, prices will be shown VAT Excluded.

In the event that private or business Customers register on the Bertani website as residents of Non-EU countries and request shipment of the Products to Non-EU countries, the prices shown will be VAT Excluded.

5.2. Any taxes, duties and levies applicable in the country of destination of the Products, excluding Italy, shall be borne by the Customer.

5.3. The Seller reserves the right to change the prices of the Products and the contribution for shipping costs without prior notice. Any new amounts will be valid from the time they are posted on the Website and will be applied to sales made from such time.

5.4. All Customers may pay for goods ordered using the payment methods indicated on the Website: Credit card, Bank transfer, PayPal.

5.5. By filling in the appropriate space accessible from the Website for the completion of the purchase procedure, the Customer authorises the Seller to debit their bank account for the total amount highlighted as the cost of the purchase made online. The entire procedure is carried out through a secure connection directly connected to the banking institution that owns and operates the online payment service, which the Seller cannot access.

5.6. Should the Customer exercise the right of withdrawal regulated on the page entitled “EXERCISE OF WITHDRAWAL” or in the event that payment does not go through for completion of the sale, the amount to be refunded will be credited to the same credit card or other means of payment used by the Customer and expressly indicated by the same.

Art. 6 – QUOTE SERVICE

6.1. The Seller offers Customers the possibility to request a quote for the purchase of Products promoted through the Website. In order to proceed with the above request, the Customer must use the “Request Quote” tool to obtain a consultation for the configuration of the Products selected. The Customer must fill in the fields indicated with an asterisk as mandatory to receive a reply from the Seller.

6.2. The quote service does not oblige the Customer to purchase the Products for which it has requested information, without prejudice to the provisions of Article 4. Should the data provided by the Customer be incorrect, the Seller shall in no way be held liable for any consequences related to and arising from the incorrect/inaccurate measurements/data/information (including indications regarding delivery locations) provided by the Customer.

6.3. Pursuant to this Article, and in alternative to Article 4, the Customer may purchase one or more Products at the end of the quote process, through e-mail messaging exchanges with the Seller.

Article 7 – DELIVERY COSTS

7.1. Delivery service is not included in the price displayed for the Products unless otherwise indicated. When the Customer requests this service at the time of purchasing the Products, the delivery costs that will be charged to the Customer will be specifically indicated in Euros and with an indication of VAT on the Purchase Order and in the confirmation e-mail sent to the Customer. Deliveries may be made both in Italy and abroad.

The Customer may also choose to collect their purchases free of charge at one of the Seller's locations, by selecting the dedicated option under “delivery”. In this case, collection must be arranged in advance by calling the Seller's Logistics Department or by sending an e-mail to shop@bertani.it.

7.2. When placing an order, the Customer may indicate a delivery address other than the billing address. They will also be required to specify whether the chosen location is difficult to access by means of transportation and/or whether there are any particular impediments and/or limitations that may affect delivery (e.g., no entry, no parking and stopping, street inaccessible for vehicles equipped with hydraulic tailgates, etc.). Transportation costs will therefore be formulated based on the information provided by the Customer and will take into account any extra charges due to delivery difficulties. The Customer will always be free to reject the proposed price and abandon the purchase before completion.

7.3. The deadline for delivery may be subject to change depending on the type of Product and stock availability. The delivery time count does not include Saturdays, Sundays, holidays, and other special cases such as absence of the recipient, delivery location difficult to reach, and other problems attributable directly to the Courier and not dependent on the will of the Seller.

7.4. In the event of return of the package to the Seller's premises or storage with the Courier, the storage costs will be charged to the Customer if they are incurred by the Seller for reasons attributable to the Customer. If the Customer cannot be reached at the time of delivery, they may contact the Courier's office in his/her area and arrange for a later delivery or collection at the Courier's location.

7.5. In the event that the Courier delivers the package to the Seller's premises due to the Customer's failure to collect it, the Seller will contact the Customer for possible redelivery, requesting reimbursement for any storage charges and any shipping charges incurred (for redelivery to the Seller) and to be incurred (for redelivery to the Customer). In the event that the Customer does not intend to pay the expenses incurred by the Seller or does not contact the Seller to agree on them, or fails to respond within a reasonable period of time of 7 (seven) days to an e-mail from the Seller with a request for reimbursement of the expenses incurred, the Seller shall have the right to notify the termination of the contract pursuant to Article 1456 of the Civil Code for a major default on the part of the Customer, and retain the uncollected goods.

7.6. In the event of loss/damage of the Products due to causes not attributable to the Seller, if the Customer is a Consumer, Article 63 paragraph 1 of the Consumer Code shall apply.

ART. 8 – PRODUCT CONFORMITY

8.1. It is up to the Customer to verify the condition of the Products delivered. Upon delivery of the goods, it is the Customer's responsibility to check that the packaging, including the sealing materials, is intact, undamaged or otherwise altered (“quality verification”). Any damage and/or alterations to the packaging must be reported immediately to the Courier making the delivery and, in this case, the Customer may accept the goods by marking the Courier's transport document with the words “acceptance with reservation” and describing the type of alteration visible.

8.2. In the event that the goods have been damaged in transit, the Customer is requested to provide timely cooperation to the Seller by notifying them by e-mail within 48 (forty-eight) hours of the fact, illustrating the damage the goods have suffered in detail with photographs and / or video.

Article 9 – LACK OF CONFORMITY

9.1. The Products must be inspected by the Customer in order to ascertain that they correspond to the items ordered and that they do not have any defects or any other lack of conformity.

9.2. In the event of a lack of conformity, the Customer has the right to have the conformity of the goods restored, free of charge, by means of repair or replacement, or to obtain an appropriate reduction in the price or termination of the contract.

9.3. The legal guarantee of conformity of goods, provided for in Articles 128 et seq. of the Consumer Code, is equal to 24 months: the Consumer loses this right if they do not report the lack of conformity to the Seller within 2 (two) months from the date on which they discovered the defect.

9.4. For Professional Customers who do not fall into the category of “Consumers”, the legal guarantees provided by Italian law and Article 1490 et seq. of the Civil Code are applicable.

9.5. The Seller shall be liable for any defects and/or lack of conformity of the Product ascertained, provided that such defect or lack of conformity has been reported by PEC registered e-mail to bertanispa@legalmail.it or by registered mail with return receipt to the address of the Seller, with registered office at Via Daniele da Torricella no. 40, 42122 Reggio Emilia (RE), or by e-mail to shop@bertani.it, and provided that this is done within the legal terms established.

9.6. In order to enable prompt handling of the complaint, the Customer is requested to provide the following information when filing the complaint: order number, invoice number, product name and product code, quantity, subject matter and description of the defect and/or discrepancy. The Customer must provide photographic documentation to support their claim.

Article 10 – RIGHT OF WITHDRAWAL FOR THE CONSUMER

10.1. If the Customer is a Consumer, they may exercise the right of withdrawal without penalty and without specifying the reason, by returning to the Seller all or part of the Products purchased within 14 days from the date of receipt of the goods or, in the case of multiple goods ordered by the Customer by means of a single order and delivered separately, from the day they received the last product ordered.

10.2. It is sufficient for the Consumer to notify the Seller of their intention to return the goods by sending an e-mail to shop@bertani.it and indicating the following for each item to be returned: order number, invoice/order date, item code, quantity.

10.3. In order for the return to be accepted by the Seller, the Products must be returned within the peremptory period of 14 (fourteen) days from the date on which the Consumer notified the Seller of their intention to make the return by sending the return form and in compliance with all the conditions set forth below:

the Products must be returned complete with all original packaging (boxes, accessories, tags, protections, etc.); - the Products must be accompanied by the purchase receipt;
Products returned by the Consumer must not have been used, disassembled, installed or damaged, but may have been handled and inspected to determine their nature and characteristics;
any damaged Products to be returned must be returned as received by the Consumer, who must not have altered them, tampered with them or attempted to repair them.

10.4. In the event of withdrawal on the part of the Consumer, all payments made to the Seller, according to the payment method chosen for the purchase, shall be refunded to the Consumer, except for the following charges, which shall be borne by the Consumer:

initial costs, if any, incurred in shipping the Purchase Order, including any higher costs associated with a faster delivery method chosen by the Consumer;
expenses related to the return of goods, for whatever reason this occurs.

Refunds will be made, without undue delay, within 14 days of receipt of the returned Products and upon verification of the integrity of the Products on the part of the Seller.

10.5. In the event of damage to the goods during transport for return, the Seller, upon discovery of the damage, will notify the Consumer of the incident (within five business days of receipt of the product in its warehouses), to allow the Consumer to file a timely claim against the Courier of their choice and obtain reimbursement of the value of the Product (if insured by the Consumer), without prejudice to the provisions of Article 10.6 below.

The Seller shall not be liable for damage, theft or loss of Products returned by uninsured shipments at the Consumer's expense.

10.6. The right of withdrawal lapses in the event of substantial defects regarding the condition of the goods returned, such as, for example:

lack of the original outer packaging and/or inner packaging;
absence of integral elements of the product (accessories, cables, manuals, parts, etc.);
damage to the product;
abnormal state of preservation.

In the event that the Consumer's right of withdrawal is no longer valid, the Seller will return the Product purchased to the Consumer, charging the latter for the shipping costs.

10.7. The provisions regarding the right of withdrawal set out in the Consumer Code apply exclusively to protect the Consumer and, therefore, do not apply to the other categories of Customers, who fall under the definition of Professionals, for whom this right is expressly excluded.

Article 11 – CONTRACT TERMINATION AND EXPRESS TERMINATION CLAUSE

11.1. The Seller has the right to terminate the contract entered into pursuant to Article 1456 of the Civil Code, providing notice to the Customer and stating one of the following reasons:

ascertained inaccuracy of the measurements, data and information (none excluded) provided by the Customer;
ascertained inability to perform the service requested because the Products selected have subsequently become unavailable;
contractual conduct of the Customer contrary to fairness and good faith;
state of insolvency or entry into bankruptcy proceedings by the Manufacturer or Professional Customer;
over-indebtedness of the Consumer.

In all the above cases, the Customer shall be entitled only to the refund of any amount already paid.

11.2. The obligations undertaken by the Customer, as well as the guarantee of successful payment, are of an essential nature, so by express agreement, failure on the part of the Customer to comply with one or more of said obligations will result in the legal termination of the contract pursuant to Article 1456 of the Italian Civil Code, without the need for a legal pronouncement, without prejudice to the right of The Seller to take legal action for compensation for further damage.

Article 12 – JURISDICTION AND COURT OF JURISDICTION

12.1. Any dispute relating to the application, execution, interpretation and breach of the purchase contracts entered into online through the Website www.bertani.it is subject to the exclusive jurisdiction of Italy. For anything not specifically provided for herein, these General Conditions of Sale are governed by the provisions of Legislative Decree No. 206/2005.

12.2. Without prejudice to the right referred to in Article 12, any dispute between the Parties concerning the interpretation, execution or termination of the contract and its General Terms and Conditions of Sale shall be dealt with:

for the Consumer Customer, exclusively by the Court of the district in which they are resident/domiciled.
for the Professional Customer, exclusively the Court of Reggio Emilia.

Article 13 – ONLINE SETTLEMENT OF DISPUTES FOR CONSUMERS

European Regulation no. 524/2013, together with the European directive on Alternative Dispute Resolution (ADR), together constituted the ADR-ODR legislative package that introduces a coordinated and uniform set of rules. It is an online platform designed to offer independent, impartial, transparent, effective, rapid and fair out-of-court resolution of online disputes between European Consumers and professionals, prior to and as an alternative the pursuit of any other legal remedy. The platform is available at the following address: https://webgate.ec.europa.eu/odr. Any Consumer who wishes to initiate proceedings against the Seller may indicate the following e-mail address: shop@bertani.it.

Article 14 – PROCESSING OF PERSONAL DATA

The Customer's data are processed by the Seller in accordance with the provisions of the legislation on the protection of personal data, as specified in the information provided in the appropriate section “Information pursuant to Article 13 of the European Regulation 679/2016”.

Pursuant to and in accordance with Articles 1341 and 1342 of the Italian Civil Code as well as the provisions of the Consumer Code referred to in Articles 33 and 34, the Customer, after reading these General Terms and Conditions of Sale, expressly declares their approval of the following clauses contained herein:

Art. 2 – ACCEPTANCE OF CONDITIONS OF SALE; Art. 3 – CONCLUSION OF THE CONTRACT; Art. 4 – ONLINE PURCHASING METHODS – PRODUCT FEATURES; Art. 5 – PRICES OF PRODUCTS; Art. 6 – QUOTE SERVICE; Art. 7 – DELIVERY COSTS; ART. 8 – PRODUCT CONFORMITY; Art. 9 – LACK OF CONFORMITY; Art. 10 – RIGHT OF WITHDRAWAL FOR THE CONSUMER; Art. 11 – CONTRACT TERMINATION AND EXPRESS TERMINATION CLAUSE; Art. 12 – JURISDICTION AND COURT OF JURISDICTION