Terms and Conditions of Online Sales
These Terms and Conditions of Online Sales ("Terms of Sale") set out the terms and conditions that will apply to any purchase of products carried out through the website [www.kablee.com] (the "Website"). Please read these Terms of Sale carefully before placing a purchase order. By confirming that you have read and accepted these Terms of Sale when you submit a purchase order through the Website, you confirm your unconditional acceptance thereto.
In these Terms of Sale, "Seller", "we" or "us" means Kablee S.r.l., a company incorporated under the laws of Italy, with registered office at Corso di Porta Romana, 6, 20122 Milan (Italy); and "Customer" or "you" means the professional, firm, company or corporation placing a purchase order (the "Order") for the goods available for purchase, and described on the Website (the "Goods"). These Terms of Sale along with the Order Confirmation (as defined below) constitute the Contract between us and you for the supply of Goods. No other terms and conditions shall apply. The Contract cannot be modified unless we agree to vary it in writing or by email.
A copy of these Terms of Sale can be stored electronically or printed by the Customers.
1. The Contract
1.1 A Contracts for the purchase of Goods through the Website can only be concluded by professional Customers. To place an Order, Customers must be registered with the Website and create their own Account with their company tax identification number. Customers will then have to select the Goods on the Website, add the items to the shopping cart, check out, and click on the “PLACE ORDER” button.
Each Order submitted constitutes an offer to purchase Goods from us. Orders are subject to availability of Goods and acceptance by us. We reserve the right, at any time and at our sole discretion, to refuse to accept your Order, including but not limited to cases where:
(i) you provided us with incorrect information, including without limitation, insufficient or incorrect payment details, incorrect billing information; insufficient or incorrect shipping address or fraudulent information;
(ii) there is an error on the Website relating to the Goods that you have ordered, for example an error relating to the price or description of the Goods as displayed on our Website;
(iii) the Goods that you have ordered are no longer available through our Website;
(iv) you requested the Goods to be shipped to countries and/or locations, which are not supported by our Website or
(v) we have reasons to believe that the Order has been submitted by a non-authorized subject.
If we are unable to accept your Order, we will inform you at the e-mail address or telephone number that you have provided to us during the creation of your Account, as soon as possible.
1.2 All Orders submitted through the Website are subject to these Terms of Sale. No terms or conditions submitted by Customer and no representations, warranties, guarantees or other statements other that those contained in these Terms of Sale, the Website and/or the Order Confirmation, nor otherwise expressly agreed in writing by Seller shall be binding on Seller.
1.4 After an Order has been submitted, Seller will send to Customer an email, at the email address provided by Customer at the time of registration on the Website, confirming that the Order has been correctly received and is in process. If you do not receive the Order processing email within the following 48 hours from placing the Order, please contact us on +39 02 91090563, or by e-mail at [email protected] before you try to place another Order for the same Goods.
Please note that this Order processing email does not constitute acceptance of your Order by Seller. The Order shall be deemed accepted and the Contract shall be concluded only after we dispatch the Goods and we send you the Order Confirmation (the "Effective Date"). You hereby acknowledge and agree that we reserve the right to validly accept your Order in whole or in part; therefore, in case of partial acceptance, the Goods will be dispatched, and you will be invoiced, accordingly.
1.5 If you have any questions, comments or concerns regarding your Order, or if you consider that your Order was rejected by us in error, please contact us at the contact details indicated under Section 1.4 above.
2. Product Availability
2.1 We will make all reasonable efforts to ensure that the prices and other information about the Goods displayed on the Website are accurate and up-to-date. However, the inclusion of any Goods on our Website does not imply, warrant or guarantee that the Goods will be available if you wish to place an Order to purchase them.
2.2. We will have the right, at any time, to make changes to the information about the Goods displayed on the Website, including without limitation information about prices, description or the availability of Goods and we may do so without prior notice to you. Changes will however not affect the price, availability or description of any Goods for which you received the Order Confirmation.
3. Prices and payment
3.1 Prices of the Goods are indicated on the Website and will be confirmed in the check-out page, in the Order Confirmation as well as in the e-invoice the Customer will receive after the purchase. Prices are for Goods delivered [CPT (INCOTERMS) Customer's shipping address] indicated at the time of submission of the Order, inclusive of freight, handling and packing, unless otherwise agreed. Seller reserves the right to vary the price of Goods at any time, provided that Seller will not alter the price of any Goods after the Order Confirmation has been sent to Customer.
3.2 Prices are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, levies or other charges arising in connection with the performance of the Contract. If applicable, Value Added Tax and other similar charges as mentioned above will be added to the price of the Goods at the end of the check-out page. Delivery costs, where applicable, will be charged separately and will also be visible in the check-out page. In case of partial shipping, delivery costs will be charged once unless separate shipping is requested by Customer.
3.3 Unless otherwise agreed, payments shall be made by the Customer at the time of submission of the Order on the Website. Goods ordered online can be paid by credit card (Visa, Mastercard, Amex), Paypal or bank wire transfer. Payment made by bank wire transfer shall be completed and funds cleared before the Goods are shipped, unless otherwise agreed with Seller. Goods will be invoiced at any time after their readiness for dispatch has been notified to Customer with the Order Confirmation. Without prejudice to any of Seller's rights, Seller reserves the right to charge default interest on any overdue sums in accordance with applicable law; and to suspend performance of the Contract (including withholding shipment) in the event that Customer fails to make payment when due under the Contract.
3.4 We take all reasonable care to make the Website secure and to prevent frauds. All transactions on the Website are processed using a secure online payment gateway that encrypts card details in a secure host environment. Please note that we may, at any time and at our sole discretion, restrict shipping to certain Customers and countries.
3.5 Any disputes which may arise between the parties shall not release the Customer from the obligation of complying with the payment terms and conditions.
4. Delivery, delivery restrictions, risk & title
4.1 Unless otherwise expressly stated in the Contract, the Goods will be delivered "Carriage Paid To" (CPT) the Customer's shipping address provided at the time of submission of the Order; freight, packing and handling will be charged at Seller's standard rates and, unless stated otherwise on the Website it is included in the price of the Goods. Risk of loss of or damage to the Goods shall pass to Customer upon delivery as aforesaid and Customer shall be responsible for insurance of the Goods after risk has so passed. Alternative, if it is expressly stated in the Contract that Seller is responsible for the insurance of the Goods after their delivery to the carrier, such insurance will be charged at Seller's Standard rates. “Ex-works”, “FCA”, “CPT” and any other delivery terms used in the Contract shall be defined in accordance with the latest version of Incoterms.
4.2 Unless otherwise stated in Seller's Order Confirmation, all periods stated for delivery run from the Effective Date and shall be estimates only and not treated as contractual obligations. The delivery deadlines shall be regarded as an indication and shall be reckoned in working days.
4.3 If Seller is delayed in, or prevented from performing any of its obligations under the Contract due to the acts or omissions of Customer, or its agents, the delivery period and the Contract price may both be adjusted accordingly.
4.4 If delivery is delayed due to any act or omission of Customer, or if having been notified that the Goods are ready for dispatch, Customer fails to take delivery or provide adequate shipping instructions, Seller shall be entitled to place the Goods into a suitable store at Customer's expense. Upon placing the Goods into the store, delivery shall be deemed to be completed, risk in the Goods shall pass to Customer and Customer shall pay Seller accordingly.
4.5 Goods purchased through the Website will be shipped solely within the EU territory.
4.6 Title to the Goods shall pass to the Customer upon delivery in accordance with Clause 4.1.
5.1 Goods sold on the Website are covered by the warranty term provided by the original manufacturer.
5.2 At the time of delivery, Customer shall carefully check the Goods against any visible damage and/or defect and/or shortage of the quantity ordered. Any claim for damages and/or defects or for shortage shall be submitted to Seller within 8 (eight) days from delivery. Any claim for non-visible defects subsequently discovered by the Customer shall be submitted to the Seller within 8 (eight) days from discovery and in any event within the warranty term provided for in the manufacturer's warranty.
5.3 Claims for damages, defect and shortage shall be submitted to Seller in writing by e-mail [[email protected]] together with proof of purchase and evidence of the damage/defect. Prior to returning any damaged/defective Goods, Customer shall receive a return material authorisation (RMA). Damaged/defective Goods shall be returned, carriage and insurance prepaid within the following 3 (three) working days to Seller at the address indicated in the RMA.
5.4 Seller will inspect the Goods and where the damage and/or defect is ascertained it will supply a replacement as soon as commercially feasible. Replaced items shall become Seller's property. Replaced or missing Goods will be delivered by Seller to Customer's address indicated in the original purchase Order. If Seller is unable to replace the Goods, Seller will refund the price paid for the Goods (along with the initial delivery charges). If Seller reasonably believes that the Goods returned by Customer are not faulty/damaged or have been damaged due to misuse, wear and tear, non-compliance with Seller's or manufacturer's storage, installation, operation or environmental requirements, Customer will not be entitled to a refund and/or replacement and Goods will be return to the Customer at the Customer's costs.
5.5 The foregoing constitutes Seller's sole warranty and Customer's exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods.
6. Limitation of liability
6.1 Notwithstanding any other provision in the Contract, but subject to Clause 6.2 hereunder, Seller's total liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or causes of action, incurred under or in connection with a Contract, arising in or by virtue of breach of contract, misrepresentation, tort (including negligence), breach of statutory duty, strict liability or infringement of intellectual property rights of third parties or otherwise, shall in no circumstances exceed a sum equal to the price of the Goods purchased by Customer.
6.2 Notwithstanding any other provision in the Contract, but without prejudice to Clause 6.3, Seller shall not be liable to Customer in any circumstances, under or in connection with a Contract, for any loss of income, loss of actual or anticipated profits, loss of anticipated savings, loss of business, loss of contracts, loss of goodwill or reputation, loss of use, loss or damage to or corruption of data, or any indirect or consequential loss or damage of any kind, howsoever caused and whether arising in or by virtue of breach of contract, misrepresentation, tort (including negligence), breach of statutory duty, strict liability or infringement of intellectual property rights of third parties.
6.3 Nothing in this Contract shall exclude or in any way limit Seller's liability (i) for gross negligence or willful misconduct, (ii) for any liability to the extent that such liability may not be limited or excluded as a matter of law.
7.1 The Contract (other than Customer's obligation to pay all sums due to Seller in accordance with the Contract) may be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export licenses); or labor trouble, strike, lockout or injunction.
7.2 If either party is prevented from performance of its obligations by reason of this Clause for more than 30 consecutive calendar days, either party may cancel the then unperformed portion of the Contract by notice in writing to the other party, without liability.
8. Default, insolvency and cancellation
Seller shall be entitled, without prejudice to any other rights it may have, to cancel the Contract forthwith, wholly or partly, by notice in writing to Customer, if Customer is in default of any of its obligations under the Contract, and fails, within 30 (thirty) days of the date of Seller's notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take action to remedy the default. Seller shall be entitled to recover from Customer all costs and damages incurred by Seller as a result of such cancellation.
For any information concerning the Website and/or the Goods offered for sale on the Website, and/or your Order, please contact us at [email protected] or call us at +39 02 91090563.
10.2 No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
10.3 If any clause or other provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.
10.4 Customer shall not be entitled to assign its rights or obligations hereunder without the prior written consent of Seller.
10.5 The Contract shall in all respects be construed in accordance with the laws of Italy excluding, however, any effect on such laws of the 1980 Vienna Convention on Contracts for the International Sale of Goods. All disputes arising out of the Contract shall be subject to the exclusive jurisdiction of the Milan courts.
10.6 The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof.
10.7 All notices and claims in connection with the Contract must be in writing.