General Terms and Conditions
Article 1: Applicability and definitions
- These general conditions of delivery (or “General Contract Conditions”) apply exclusively to all sales and purchase offers and agreements between DBLC Srl (hereinafter also referred to as: “Transferor or Supplier”) and the buyer (hereinafter also referred to as: “the Transferee, Purchaser or Customer”).
- The applicability of any general conditions of sale of the Purchaser, including those implied by trade, custom, practice or the trend of relationships, is explicitly excluded.
- Once these General Terms and Conditions have been applied to a legal relationship between the transferor and the buyer, the buyer is deemed to have agreed in advance that these General Terms and Conditions are also automatically applied to all other orders (repeated or partial) and to the agreements entered into and to be entered into subsequently between the Transferor and the Purchaser.
- The possible nullity of any part of a provision contained in these General Contract Conditions does not affect the validity of the remaining provisions. Where a provision proves to be invalid, for whatever reason, the Transferor and Purchaser are deemed to have agreed to a valid provision which approximates the validity of the supply where possible in terms of scope and scope.
- The Transferor has the right to unilaterally modify the general conditions. Changes will be effective once they are posted on the Website unless Buyer objects to the change(s) in writing within thirty (30) days of the date it is posted.
- If the Parties do not enter into an Agreement and after termination, dissolution or cancellation of the Agreement for any reason, these General Terms and Conditions continue to apply insofar as they have an independent meaning and/or insofar as this is required for the regulation of the consequences of termination, dissolution or cancellation.
Article 2: Offers and prices
Each Offer is valid within the deadline indicated in the Offer. An offer without a validity period is without obligation. The Assignor has the right to withdraw any offer, within two (2) working days of receipt of acceptance at the latest.
The prices indicated in the Offers or in the Transferor’s price lists are always to be considered excluding VAT, as well as exclusive of other costs such as transport costs, shipping costs, administrative costs, management costs, installation costs and expenses incurred by third parties, unless otherwise indicated.
A composite Offer does not oblige the Transferor to deliver part of the service offered against a corresponding part of the price.
If the offer is based on information provided by the Buyer and this information appears to be incorrect or incomplete or could change at a later date, the Supplier shall be entitled to adjust the prices and/or delivery terms indicated therein.
Offer and prices do not automatically apply to repeat or partial orders.
If a price increase occurs at the Transferor’s expense between the date of conclusion of the Contract and its execution, due to legislation and regulations, governmental measures, currency fluctuations or changes in the prices of the required materials and/or raw materials, the Transferor will have the right to increase the prices and charge them to the Purchaser.
Agreements entered into with the Assignor’s personnel will not be binding, unless confirmed in writing by the Assignor or by power of attorney.
Article 3: Confirmation of Commercial Agreements
A commercial agreement consists of:
an offer formulated by the Supplier. When the buyer proposes changes to essential aspects of the Offer itself, an explicit written confirmation by the Supplier is required, which in turn accepts such deviations in writing. This confirmation necessarily takes the form of an updated version of the Offer itself.
the return of the Offer formulated countersigned and stamped by the Purchaser;
by means of a standard order from the Purchaser which contains in full the commercial elements, the conditions of sale indicated in the offer and which makes explicit reference to the Offer formulated. This order will be confirmed by the Supplier’s Sales team.
The Buyer has no right to object to the manner in which the agreement was performed as a defense for the execution of the agreement.
The Transferor will never be bound to:
an order from the Buyer without a previous offer unless such order is followed by a confirmation of acceptance of the order by the Sales team of the Seller.
Data extracted from the Transferor’s management software always provides convincing evidence regarding the content of the orders received and/or offers sent, unless there is irrefutable evidence to the contrary.
Article 4: Involvement of third parties
If the Purchaser deems it necessary, he will have the right to have specific deliveries carried out by third parties.
The Buyer is not entitled to assign the performance of the Contract or any part thereof to a third party, nor to assign to a third party any right or claim that the Buyer may have against the Transferor under the contract, without the written consent of the Transferor.
Article 5: Buyer’s obligations
Buyer warrants that it has obtained all permits, licenses, rights etc. necessary for the execution of the agreement and makes available to the Transferor all the information required for the execution of the Contract in a timely and orderly manner, guaranteeing the correctness and completeness of such information.
‘All information’ includes, but is not limited to:
the purpose of the items/services to be delivered;
the location where the items/services are to be delivered;
the availability of utilities;
detailed information (make, type, series, etc.) regarding the connectivity options e
other requirements or (special) information.
The Buyer can only sell items delivered by the Seller in the original packaging. The Purchaser is prohibited from making any changes to the original packaging and must prevent any damage to it.
If the above obligations are not fulfilled in full or on time, the Transferor has the right to suspend the execution of the Contract until the Purchaser has fulfilled all its obligations. The costs and other consequences arising therefrom shall be borne and at the risk of the Purchaser.
If the Buyer fails to comply with its obligations and the Transferor does not require the Buyer to fulfill them, this does not affect the Transferor’s right to request their performance at a later date.
Article 6: Confidential information
The Buyer treats and undertakes to observe the confidentiality of all information concerning the (content of) the agreement or the order, as well as all (other) information which the Buyer himself obtained in the context of the conclusion and execution of the agreement from the Assignor, on a confidential basis, including but not limited to: transactions contemplated by these General Conditions and negotiations relating to them, commercial, financial, marketing, technical or confidential secrets or information, compatibility information, know-how of the Assignor , trade secrets and other information in any form or medium, disclosed orally or in writing before or after the date of the agreement that Buyer knows or has reason to know. Any reproduction of such information in any form or medium or any part of this information is reserved. The buyer will only provide this information to its employees or other third parties to the extent necessary for the performance of the contract and only with the prior written approval of the transferor.
The Purchaser adopts all reasonable precautionary measures in order to maintain the confidentiality of such information. This duty of confidentiality also applies to its employees and third parties involved in the execution of the agreement under the responsibility of the Buyer.
The obligation of confidentiality does not apply if the Buyer, as a result of law and / or regulation or a court order, must disclose confidential information and cannot rely on a legal right of non-disclosure or privilege permitted by a court . This exception also applies to employees and other persons referred to in the previous paragraph.
The Purchaser may not use the name of the Assignor and/or the content of the contract as a reference, without the prior written consent of the Assignor.
Article 7: Technical Conditions and SLA Cloud Services DBLC
These Technical Conditions and SLA of the DBLC Cloud Services are intended to describe the quality and service levels of the DBLC Cloud Services, which include, but are not limited to, hosting, housing, IaaS services such as VMs, Databases, Private Pools and more.
Resource sizing: the resources provided through the DBLC Cloud Services are dimensioned according to fundamental parameters. For example, Virtual Machines (even more briefly VMs) are typically sized on: No. of CPUs, Amount of RAM, Amount of disk space. These parameters may vary and consequently influence the price. It is therefore advisable, in order to obtain any further price simulations, to refer to the DBLC portal which offers an always updated view of the services available and allows you to quickly estimate virtual servers with various types of cpu/ram/hd.
Any upgrades of virtual hardware, resources or software licenses require a realignment of the monthly fee. The quotation will be made on the basis of the actual consumption of resources requested, an updated version of the economic offer will be released, which will take effect from the month following the upgrade. The visualization of the current situation of the Customer’s resource consumption, any realignments and/or updates can be consulted through the various dashboards present on the DBLC management portal.
SLA: The service levels (even more briefly SLA) of the DBLC Cloud Services offered always include the management of data centers and vital infrastructures, activities completely covered by DBLC. These SLAs do not include warranties, maintenance, handling of Customer data. The maintenance and management of data, as well as the creation of security backups, is always the responsibility of the Customer.
The system maintenance of the VM (see paragraph Managed Services), if not expressly mentioned in the offer, is to be considered excluded. It is the Customer’s duty to carry out internal system maintenance of the operating system, which includes, by way of example only, the periodic installation of updates and service packs, checking the state of health of the machine, and tuning the operating system.
DBLC guarantees an uptime SLA, i.e. availability of its Cloud Services corresponding to 99.2%/year. Any violations of the guaranteed SLAs will correspond to a maximum liability of DBLC as indicated in the article Limitations of Liability of Cloud Services DBLC
Article 8: DBLC Cloud Services Limitations of Liability
In no case DBLC can be held responsible for the loss of data due to any internal/external cause. Any interventions to restore data from backups are always excluded from the economic offers and will be quoted from time to time. ANY other provision of IT assistance and consultancy, as well as the supply of hardware, software or services not expressly mentioned in the Technical Attachments or in the connected Economic Offers, are to be considered EXCLUDED.
As defined in the article relating to the DBLC Cloud Services SLAs, the Supplier guarantees the uptime, i.e. the availability of its platforms and is only responsible for the maintenance of its infrastructure and services.
The ownership of the Data remains the exclusive property of the Customer, as Owner of the data, who is also unequivocally responsible for the management and maintenance of the same. The Customer must therefore provide for their management and protection, also through additional backup and protection services provided by Providers such as DBLC or third parties. Any data backup services, complete or partial data backups, related point-in-time recovery services, even following data loss, unless expressly requested and regulated through a specific Economic Offer, are to be considered EXCLUDED and charged to the Customer.
Events such as data corruption due to malware, accidental deletions by users, difficulty connecting and accessing data due to Customer connectivity, data and service deletion requests made through the DBLC Technical Support Service, data deletion and services performed autonomously by the Customer through the DBLC control panels or otherwise, are just a few examples, not exhaustive, of factors that fall exclusively under the Customer’s responsibility.
In the case of requests for cancellation of DBLC Services, the Customer expressly RELEASES DBLC from any consequence deriving from the loss of the data present, stored and managed through the DBLC Services whose cancellation has been requested. It remains the sole responsibility of the Customer to make appropriate backups before requesting cancellation of the DBLC Services.
In the event of a breach of the DBLC Cloud Services SLAs (See article relating to the DBLC Cloud Services SLAs), DBLC’s maximum liability to the Customer, for any adverse and unforeseen event giving rise to a claim, will not exceed the amount that Client has paid for DBLC Cloud Services during the 12 months preceding the breach event.
Article 9: Microsoft Cloud Services Limitations of Liability
The provisions described in this article involve and include any license and/or subscription resold through DBLC that activates any Microsoft cloud service. By way of non-exhaustive example, we therefore mean the services/licenses Office 365, Microsoft 365, Azure, etc, whether they are resold through the CSP (Cloud Service Provider) program or not.
In no case DBLC can be held responsible for the loss of data due to any internal/external cause. Any interventions to restore data from backups are always excluded from the economic offers and will be quoted from time to time. ANY other provision of IT assistance and consultancy, as well as the supply of hardware, software or services not expressly mentioned in the Technical Attachments or in the connected Economic Offers, are to be considered EXCLUDED
The Customer is required to sign and accept the Microsoft Customer Agreement, as a consequence of the purchase of any Microsoft cloud service/license. The purchase of a Microsoft cloud service/license through DBLC implies acceptance of the MCA by the end customer.
Customer must accept Microsoft’s policies regarding price lists applied to purchased Cloud services. In the CSP program, prices are now based on the price list of the country in which the end customer resides, regardless of the country of the reseller or distributor. For this reason, in cases where the location of the end customer and its tenant is registered in a country with a currency other than the currency normally used (Euro), the price list that will apply will be that of the customer’s currency and not the one in EUR.
Microsoft Cloud Services SLAs are defined by Microsoft itself, so Customer should refer to Microsoft SLAs for any service continuity needs. The Customer immediately accepts the complete non-involvement of DBLC with regard to the duration, efficiency and functioning of the Microsoft SLAs, on which DBLC cannot oppose, dispute or modify anything. The Customer holds DBLC harmless from any consequence, disservice, misunderstanding of the SLAs, non-compliance with the SLAs by Microsoft or any third party.
The ownership of the Data remains the exclusive property of the Customer, as Owner of the data, who is also unequivocally responsible for the management and maintenance of the same. The Customer must therefore provide for their management and protection, also through additional backup and protection services provided by Microsoft itself or third parties. Any data backup services, complete or partial data backups, related point-in-time recovery services, even following data loss, unless expressly requested and regulated through a specific Economic Offer, are to be considered EXCLUDED and charged to the Customer.
Customer is urged to consult the Microsoft SLAs, as well as the MCA agreement, in order to clearly understand the service levels included in the Microsoft licenses/subscriptions purchased through DBLC. In no event can DBLC be held liable for any misunderstanding, damage or loss of data. By way of example, it is emphasized that Microsoft undertakes to guarantee (in any case within the MS SLAs) the availability of the service, or, for example, of the 365 platforms and functionalities, but the responsibility for data ownership remains with the Customer the final. Microsoft does not carry out historical backups, versioning and archiving of the data itself, a need to be provided by the Customer himself.
Events such as data corruption due to malware, accidental deletions by users, difficulty connecting and accessing data due to Customer connectivity, data and service deletion requests made through the DBLC Technical Support Service, data deletion and services performed autonomously by the Customer through the DBLC control panels or otherwise, are just a few examples, not exhaustive, of factors that fall exclusively under the Customer’s responsibility.
In the case of requests for cancellation of DBLC Services, the Customer expressly RELEASES DBLC from any consequence deriving from the loss of data present, stored and managed through the Microsoft cloud services whose cancellation has been requested. It remains the sole responsibility of the Customer to make appropriate backups before requesting deletion through DBLC, or independently, of Microsoft cloud services.
In the event of a breach of the SLAs by Microsoft, the liability of DBLC is null and void. The Customer must make a request directly to Microsoft and take action against the latter in the event of a violation, fully indemnifying DBLC from any consequence of any kind. The Customer immediately declares to understand that in the relationship between Microsoft and the final Customer, DBLC has played a purely intermediary role, but can neither represent Microsoft nor take charge of the latter’s SLAs, in any case.
Article 10: DBLC Cloud Services Delivery Terms
Delivery terms The DBLC Cloud Services ordered, such as virtual servers (VMs), are usually delivered within a few hours. The variation of some parameters such as cpu, ram and disk space can be performed in a very short time, so as to allow the server to be back in production in real time.
Article 11: Delivery terms of Hardware and Software materials
The agreed delivery terms will never be considered as strict deadlines. If the Transferor fails to meet its delivery obligations in full or on time, the Purchaser shall give default notice to the Transferor and allow the Transferor reasonable time to meet these delivery obligations at a later date.
The Assignor is entitled to deliver in stages, whereby each partial delivery can be invoiced separately.
The risk relating to the items to be delivered must be handed over to the Buyer at the time of delivery. This is the time when these Deliverables will leave the Seller’s premises, warehouse or shop or the time when the Seller has informed the Buyer that he can collect the items.
The shipment or transport of the Items will take place at the expense and risk of the Contracting Party in order to be decided by the Transferor. The Transferor is not responsible for any damages of any nature related to the shipment or transport of the Items.
If the Seller delivers the same Items to the Buyer, the risk of the Items will pass when these Items arrive at the address registered by the Buyer or are in fact at his disposal.
If it seems impossible, due to a lawsuit within the risk area of the other party, to deliver the ordered Items (in the agreed manner) to the Buyer, or if these Items are not collected, the Supplier is entitled to store the Items at the expense and risk of the counterparty. The Purchaser must enable the Transferor after having given notice of conservation and within a term to be set by the Transferor, to deliver the Items within the established term or collect the Articles themselves within this term.
If the Purchaser still fails to fulfill the obligation to purchase after the term referred to in the previous paragraph, he must immediately be in default. The Assignor must therefore have the right to withdraw in whole or in part from the Contract with immediate effect by a written statement and to sell the Items to a third party without the Assignor being obliged to compensate any damages, costs or interest arising therefrom. The foregoing does not affect the Buyer’s obligation to compensate for any (storage) costs, loss due to delay, lost profits or other damages or the Supplier’s right to demand performance at a later date.
An agreed delivery term will not take effect until the Transferor has received all the information necessary for the delivery and any agreed (advance) payment from the other party. In case of delay, the delivery time will be extended accordingly.
In the event that a service is provided through a service license for the Buyer, this service license is exclusive, non-transferable and linked only to the individual hardware serial number. If additional hardware is required, the service subscription will not transfer and a new agreement will be required.
Article 12: Any Packaging
Packaging that is intended to be used multiple times will remain the property of the Transferor. This package cannot be used by the other party for purposes other than for which it is designated.
The Transferor must determine whether the packaging must be returned by the other party free of charge or that he must collect the packaging at the Purchaser’s expense.
The Assignor has the right to charge the Buyer a commission for this package. If the packaging is returned free of charge by the other party within the agreed period, the Supplier must take back this packaging and refund the fee charged to the Buyer or deduct it from the commission which the Buyer has to pay for the packaging on the next delivery. The Assignor always has the right to deduct a management fee of 10% from the amount to be refunded or settled.
If the packaging is damaged, incomplete or has been destroyed, the Buyer is liable for the damage and his right to a refund of the tax expires.
If the damage referred to in the previous paragraph is higher than the applied rate, the Transferor will not have to collect the package. The Transferor will then have the right to charge it to the Purchaser at the cost price, deducted from the fee paid by the Purchaser.
Packaging for single use must not be collected by the Transferor and can be left with the Purchaser. Any removal costs will be borne by the Buyer.
Article 13: Complaints and any returns
The ordered items must be delivered in the (original / bulk) packaging to the warehouse. The Purchaser is obliged to check the delivered items immediately upon receipt and to indicate any visible faults, defects, damages and/or deviations in the numbers, on the waybill or accompanying note. In the absence of a waybill or packing note, the Buyer shall report the visible faults, defects, damages and/or deviations in numbers within two (2) business days of receipt of the items within the Buyer , followed by a written confirmation of this. In the absence of such report, the Items are deemed to have been received in good condition and to meet the Agreement.
Other claims must be reported to the Licensor in writing – accompanied by a full test report – immediately upon discovery, but ultimately within fourteen (14) days of receipt of the related services and/or items.
Buyer assumes all risk of not reporting directly. If a claim has not been submitted to the Assignor within the time limits set out in this article, any claim against the Assignor in relation to defects in the services and/or items shall lapse.
No claim can be filed;
as regards the imperfections or characteristics of articles produced with natural materials, if these imperfections or characteristics are inherent in the nature of these materials;
on small differences in consideration of measurements, weights, numbers, discoloration and small color deviations, etc., acceptable within the industry;
on Items that have changed in nature and / or composition or that have been fully or partially processed or processed.
Complaints cannot suspend the Buyer’s payment obligations.
The Buyer must give the Assignor the opportunity to investigate the complaint and provide all information to the Assignor that is relevant to the complaint. If the items need to be returned for the complaint to be investigated, this will be the responsibility of the Buyer unless the complaint appears to be substantiated. The transport risk will always be borne by the Purchaser. The Purchaser may return the items to the Assignor, after the Assignor has had the opportunity to try to repair the items from a distance and after the Assignor has provided the other party with an RMA number.
In all cases, the return of the Items will be in a manner to be determined by the Transferor and in the original packaging or in the storage packaging.
Article 14: Warranties
The Assignor guarantees that the deliveries are carried out in an appropriate manner and in compliance with the applicable standards in its sector, but will never provide a more extended service guarantee than explicitly agreed in writing between the parties.
The Licensor will be responsible during the warranty / guarantee period for the usual quality and reliability of the delivered Items in accordance with the regulations applicable in its sector at the time of purchase.
If the manufacturer or supplier provides a guarantee / guarantee for the Items delivered by the Transferor, this guarantee / guarantee applies equally between the Parties. The Transferor must inform the Purchaser in this regard.
If the purpose for which the Buyer wishes to treat, process or use the items differs from the usual use of these items, the Assignor guarantees / warrants that the Items are suitable for this if he has confirmed this to the Buyer in writing.
The warranty provisions only apply:
If the payment obligations have been fully met, e
If the operating instructions have been followed, e
If sufficient maintenance is performed, e
If the Buyer or a third party does not do so without the written consent of the Supplier, assemble and/or repair and/or put into operation the delivered items, and
If the Assignor is informed of any warranty / warranty claim in writing immediately after the defect has arisen, e
If the Buyer has provided the Assignor with all information relating to the claimed defect and has given the Assignor the opportunity to inspect and test the object, as requested by the Assignor
If the Buyer correctly makes a claim under the warranty / guarantee, the Assignor will take care of repairing or replacing the items – at its option – or refunding or reducing the agreed price.
In the case of service activities, the Transferor is obliged to perform these services exclusively on the basis of a best effort obligation.
THE Licensor does not represent that the use of the Articles will produce specific results, or that the Articles delivered will be suitable for purposes other than its intended use or will not cause any harm or damage.
The warranty / guarantee will not be transferable or assignable by the Purchaser in any way without the express written consent of the Transferor
Article 15: Responsibility
The Transferor cannot be held responsible for damages or losses due to a (attributable) failure in the execution of the Contract, tort or other reason, except as provided for in this article.
The Assignor does not accept any liability that exceeds the Assignor’s obligation to repair or replace the defective Items or parts thereof as per the warranty / guarantee agreed or given by the Assignor.
Without prejudice to the provisions of the previous paragraphs, the total liability of the Transferor, which explicitly includes any error in the execution of a guarantee obligation agreed with the Purchaser, will be limited to compensation for direct damages only. Any liability for punitive damages and consequential damages such as business losses, loss of earnings and/or losses suffered, damages caused by delays and/or personal or personal injury shall be expressly excluded.
If the Transferor is liable, the liability for compensation will also be limited at all times to the maximum amount paid by the insurer, if any. If the insurer fails to pay or if the damage is not covered by the insurance taken out by the Transferor, the total liability of the Transferor in contract, tort (including negligence), misrepresentation or otherwise or in connection with this Agreement will be limited to an amount equal to the invoice amount of the ordered items to which the claim relates, assuming a maximum of the last six (6) months of invoices in the case of ongoing performance contracts.
The exclusions and limitations of liability of the Licensor set forth in this article also apply to all warranties and indemnification obligations of the Licensor.
The Buyer is obliged to take all necessary measures to prevent or limit the damage, otherwise the Buyer is responsible for any damage resulting from.
As a condition for the right to claim damages, the Buyer is obliged to i. notify its existence as soon as possible after it occurs and ii.
and to the Assignor a reasonable term to remedy the situation. Any right to compensation for damages pursuant to this article shall lapse if the Purchaser, within one (1) month from the time the damage first occurred, has unambiguously failed to claim compensation for damages, for registered by registered letter to the Assignor’s legal business address.
Unless otherwise agreed and with the exception of claims arising from loss of life, bodily injury or arising from intent and/or gross negligence any claim for damages the Buyer lapses within six (6) months from the commencement of the statutory limitation period. The limitation period under the Product Liability Act will remain unaffected in any case.
The Buyer acknowledges that the Transferor is an independent supplier. Unless explicitly stated otherwise in writing, any use of the name (or part of the name) of an OEM manufacturer in the coding of users’ optical components is used solely as an indicator and/or as a necessity for product compatibility between the optical component and the OEM router/switch in use. Any such use is not intended to be, and should not be construed as, a representation that Licensor is an authorized agent and/or reseller of the OEM brand or that users’ optical components are approved or certified by the manufacturer of the OEM brand. The use of the OEM brand name does not further imply any relationship between the Transferor and the manufacturer of the OEM brand. Buyer irrevocably waives any right to claims based on such use.
The Buyer shall not in whole or in part hold the Transferor responsible or liable for damages and losses deriving from (alleged) claims, lawsuits and transactions made. against the other party, directly or indirectly, due to (alleged) infringement of a patent, copyright, trademark, registered design or other (intellectual property right) under any name in relation to the Items delivered and / or installed by the Transferor.
The Transferor is not liable – and the Buyer cannot make a claim under the applicable warranty or otherwise – if the damage is due to:
improper / incompetent use, use contrary to the purpose for which the delivered Items were intended or used contrary to the instructions, advice, operating instructions, leaflets, etc. provided by or on behalf of the Transferor, and / or
incompetent custody (preservation) of items and / or
failure to properly install or maintain the items and/or
power peaks and / or
errors or incompleteness in the information provided to the Transferor by or on behalf of the counterparty and / or
instructions or directions from / on behalf of the counterparty and / or
a choice of the Buyer, which deviates from the advice of the Transferor and / or from what is customary and / or
repairs or other work or processing performed on the Items delivered by or on behalf of the Counterparty and/or
any (kind of) modification to the delivered Items and/or any software component thereof by or on behalf of the Other Party and/or in the event (any part(s) of) the delivered Items are manufactured and/or modified by the Transferor in accordance with the Buyer’s order or request expressed or implied and / or
the electronic systems, carriers, software and documentation supplied and/or made available by the Buyer are not properly licensed and/or
any infringement of patents, licenses, trademarks, registered designs and other rights of third parties under any name in relation to the Items supplied by the Transferor
infringement by a third party and/or any act of a third party which may disturb the interoperability of the Items delivered with the Buyer’s hardware. In the second the Purchaser grants the Assignor the irrevocable right referred to in Article 6, paragraph 1 of Directive 2009/24 / EC and / or
the use of electronic means of communication such as – but not limited to – damages due to a delay in the delivery of data, non-delivery of data, interception or manipulation of data by third parties, the use of software programs for data transmission, recipient or data processing, viruses and malfunctions in the network equipment required for data transmission.
The Purchaser is fully liable for all damages resulting from all cases listed in the previous paragraph and expressly indemnifies the Assignor against any claims by third parties to compensate for these damages.
The provisions of this article and all other limitations and exclusions of liability referred to in these General Terms and Conditions also apply for the benefit of all individuals and legal entities that the Transferor undertakes in the execution of the contract, including but not limited to its suppliers.
The limitations of liability stated in this article do not apply if the damage is due to intent and / or gross negligence on the part of the Licensor or its supervisory personnel on a management level or if mandatory legal provisions oppose these limitations. Only in these cases will the Transferor have to compensate the Purchaser against any claims by third parties.
Article 16: Payments
Payment of an invoice must be received within thirty (30) days of the invoice date, unless otherwise agreed in writing. The Purchaser is obliged to provide the Assignor (partial) advance payment or other guarantee for payment at the first request of the Assignor.
The invoice is considered correct if no objections have been raised within seven (7) days of the invoice date.
With respect to services to be delivered by Licensor, Licensor shall, in addition to any invoices for Items, send the Other Parties’ annual invoices including predetermined ones. annual subscription fee as well as an invoice for a one-time fee for the physical hardware to which the services are attached. All invoices can be combined by the Transferor.
Payment terms are final terms. If an invoice is not paid in full after the expiry of the payment term or if the amount could not be paid by direct debit, the Buyer will, without demand or notice of default, be automatically in default and obliged to pay the Seller an interest late payment plus 2% per month, to be calculated cumulatively on the principal amount. Parts of a month are calculated as full months.
If the Purchaser still fails to pay after receiving the communication, the Transferor will also have the right to charge the counterparty the extrajudicial collection costs, equal to 15% of the invoice amount, with a minimum of € 150.00 Excluding VAT, it must be calculated on the basis of the principal amount, plus interest.
For the calculation of out-of-court collection costs, the Assignor may, after one (1) year, increase the principal amount for default interest accrued in that year.
In the absence of payment, the Assignor may withdraw from the Agreement without further notice of default by a written statement or suspend its obligations under the Agreement. until payment is received or Buyer provides adequate security. The Transferor will also have the aforementioned right of suspension if it has legitimate reasons to doubt the creditworthiness of the Buyer even before the Buyer is in default on the payment.
The Assignor shall initially collect payments received from the other party from all interest and costs due and subsequently from invoices which have been paid and payable longer, unless the payment is accompanied by a written statement referring to a subsequent invoice.
The Buyer may not infer any claim of the Licensor from any claim it has against the Licensor. The above also applies if the Buyer applies for a (temporary) suspension of payment or is declared bankrupt.
Article 17: Retention of title
The Assignor retains title to all items delivered and to be delivered until such time as the Purchaser has fully fulfilled all payment obligations towards the Assignor.
The payment obligations referred to in the previous paragraph consist of the payment of the purchase price of the items, increased by the claims relating to the work performed in 2004 in connection with this delivery, as well as the claims relating to any damage due to the inability attributable to the Purchaser to fulfill its obligations, including the payment of damages, extrajudicial collection costs, interest and possible penalties. If this refers to the delivery of identical non-individualized articles, the sending of articles relating to the older invoice is considered as sold first. Therefore, the retention of title always remains with the delivered items which are still in the warehouse, in the shop and / or form a part of the Buyer’s inventory and equipment in the event of an appeal to the retention of title.
All items subject to retention of title may not be sold by the Buyer in the ordinary course of business, unless he has also established retention
title with its suppliers to the Items delivered.
As long as title is retained in the delivered Items, Buyer may not pledge the Items in any way or bring the Items under the (effective) control of a lender by means of lists containing pledged items.
The Purchaser must immediately notify the Assignor if any third party pretends to have ownership or other rights to the items in which the title is held.
The Buyer must safely store the items with care and as the identifiable property of the Seller for as long as the title is held.
Buyer must take out business interruption or domestic contents insurance to ensure that delivered items which are subject to retention of title are included in the policy and Buyer will allow Transferor inspection upon request in the policy insurance and accompanying evidence of premium payments.
If the Buyer contravenes the provisions of this article or if the Assignor claims retention of title, the Assignor and its employees have the irrevocable right to enter the Buyer’s premises and take back the objects subject to retention of title. This applies without prejudice to the Assignor’s right to compensation for damages, lost profits and interest and the right to terminate the Agreement without notice of default by written statement.
Article 18: Bankruptcy, loss of power to dispose of property, etc.
The Transferor may terminate the Contract without any notice of default with a written declaration to the Purchaser, when the Purchaser:
is declared bankrupt or file for bankruptcy and / or
applies for (temporary) suspension of payment, and / or
is affected by executive seizure and / or
is placed under judicial guardianship or control, and/or
otherwise he loses the power to dispose of his property or loses legal capacity with respect to (parts of) his estate.
The Buyer always informs the guardian or administrator of the (content of) the agreement and of these general conditions.
Article 19: Cancellation, suspension
If the Purchaser wishes to withdraw from the contract before or during the execution of the same, the compensation will be further determined by the user. This compensation includes all costs already incurred by the Transferor and its damage suffered as a result of the cancellation, including lost profits. The Assignor has the right to correct the aforementioned fee and – at its discretion and depending on the deliveries already made – to charge the Purchaser from 20 to 100% of the agreed price.
The Buyer is liable to third parties for the consequences of the cancellation and indemnifies the Assignor against any claims by third parties arising from this.
The Assignor has the right to settle the sums paid by the counterparty with the compensation due by the counterparty.
In the event that the execution of the agreement is suspended at the request of the other party, the expenses incurred up to that moment must be immediately due and payable and IL Transferor will have the right to charge these to the Purchaser. Furthermore, the Transferor has the right to charge the Purchaser for all expenses incurred or to be incurred during the suspension period.
If the performance of the Contract cannot be resumed after the agreed suspension period, the Transferor is entitled to terminate the Contract with a written statement to the Buyer. If the execution of the Contract is resumed after the agreed suspension period, the Purchaser must compensate any costs of the Supplier that may arise from the resumption.
With respect to the delivery of the services only, the parties may terminate the agreement – which includes access to the services and the hardware to which it is connected – given thirty (30) days notice. No refunds will be made for the remainder of the annual subscription and any amount that may have been paid.
The Transferor may cancel the annual service subscription – without any right of the other party to compensation or reimbursement – by written notice to the Purchaser, with immediate effect upon receipt of the same, if:
Buyer commits or authorizes a breach of any of its provisions under this Agreement and Buyer has failed to cure the breach within thirty (30) days after being required to do so in writing, and/or
Buyer becomes bankrupt or insolvent and/or
Payment is not made in full within thirty (30) days of the invoice date.
Article 20: Force majeure
In the event of force majeure on the part of the Buyer or the Assignor, the Assignor is entitled to terminate the contract with a written statement to the Buyer or suspend the performance of its obligations towards the Buyer for a reasonable period without being obliged to pay any compensation.
Force majeure means circumstances beyond the control of a party. And must on the part of the Assignor include the following circumstances: an intentional defect on the part of the Assignor, an intentional fault of third parties or suppliers engaged by the Assignor, other serious reasons on the part of the Assignor, war, revolt, mobilization, unrest at home and abroad, governmental measures, strikes within the Assignor’s and/or the Other Party’s company, or a threat of these and other circumstances, disruption of the exchange rates existing at the time of the conclusion of the agreement, operational breakdowns due to fire, burglary, sabotage, power failure, internet or telephone failures, natural phenomena, (natural) disasters and the like, as well as transport problems and delivery problems due to weather conditions, road blockages, accidents and imports and exports of obstacle measures.
The cause of force majeure by the other party in each case does not include: shortage of personnel, strikes, non-performance by third parties called by the Purchaser, unbundling of auxiliary materials, liquidity or creditworthiness problems of the other parties and government measures against the Buyer.
In the event of force majeure in the event that only part of the Contract has been performed, the Buyer shall in any case be obliged to fulfill its obligations towards the Assignor up to the moment.
The Purchaser immediately informs the Assignor of an imminent or imminent force majeure situation on his part, followed by a written confirmation what consequences the force majeure situation is to have (is assumed to have) for the agreed deliveries.
Article 21: Code of conduct
These General Terms and Conditions are governed by the Assignor’s code of conduct published on the Assignor’s website and are binding on both parties. The Purchaser undertakes to comply with the provisions established in the aforementioned code of conduct as applicable to the Purchaser.
Article 22: Miscellaneous
Samples and models displayed and/or provided and specifications of colors, dimensions, weights and other descriptions in brochures, promotional materials and/or on Licensor’s website should be as accurate as possible, but should be intended as a guide only. The Buyer cannot obtain any rights from these specifications.
The samples and models supplied remain the property of the Assignor and must be returned to the Assignor upon request at the Purchaser’s expense.
All intellectual property rights attributed to the services and / or items provided under the Agreement and in the content thereof are held only by the Licensor and / or its licensors, unless otherwise agreed in writing. No part of these General Terms and Conditions implies a transfer of intellectual property rights.
In the event that an intellectual property right is owned by a licensor of the Licensor, the Purchaser may have to accept the licensing terms and conditions of such third party in order to use (all functions of) the services and/or the articles. If the Buyer chooses not to accept these license terms, it will lose any relevant claims it may have against the Licensor.
All notices to be given pursuant to this agreement shall be in writing and in the English language and may be hand delivered or sent by prepaid post to the relevant party at its registered address.
Article 23: applicable law, jurisdiction
The agreement concluded between the parties is governed by Italian law. Any dispute arising out of or in connection with this Agreement will be referred to and finally resolved by the court in the place where the Assignor is established, although the Assignor shall always retain the right to bring a dispute to the competent court in the place where the Buyer.
The agreement to which these general conditions apply constitutes the entire agreement between the parties. It supersedes any prior agreements or understandings between the parties regarding the matter.
Information pursuant to art. 13 of Regulation (EU) no. 2016/679 (“GDPR”)
Pursuant to art. 13 of Regulation (EU) no. 2016/679 (“GDPR”), DBLC S.r.l., with registered office in Corso Francia 274 – 10090 – Collegno (TO) and operational headquarters in Via PIO VII 127 – 10127 – Turin (TO), VAT number 09410620018, Tel. + 39 011 19750826, Fax. +39 02 700504079, e-mail: firstname.lastname@example.org, Data Controller, informs that the personal data provided by the Customer or in any case collected depending on the request to join the Service, will be treated with computer and paper methods, for the following purposes:
for fulfillment of accounting, tax obligations and obligations established by law, regulation or community legislation, administrative, operational and executive activities, connected with the correct execution of the obligations assumed with existing or future contracts or orders;
for purposes strictly connected to the management of the contractual relationship and to the supply/provision of the Service purchased from the Data Controller. The data may be processed with the collaboration of third parties expressly appointed by DBLC as managers or persons in charge of processing, possibly even outside the national territory.
For purposes related to the protection of credit risk, the identification of the Customer and for testing information aimed at ascertaining the truthfulness of the data provided and the Customer’s solvency, even during the relationship. To this end, the data may be communicated to third-party companies specialized in the management of commercial or credit-related information (such as data processing centres, banks, risk centres).
For promotional purposes functional to the improvement and better understanding of the Service (such as market research, interactive commercial communication, economic and statistical analyses, commercial information, direct sales, sending of informative/promotional material, detection of the degree of customer satisfaction). To this end, the data may be communicated to external companies whose collaboration DBLC may use for the accomplishment of the aforementioned purposes.
Personal data may also be communicated to external subjects appointed to carry out specific services connected with the fulfillment of the aforementioned purposes, and in particular labor consultancy firms, accounting firms or accountants, banking institutions, companies, bodies, consortia or associations having the purpose of credit protection. For what is not indicated here, the aforementioned subjects, as independent data controllers, will have to provide specific information regarding the treatments they carry out. The persons in charge who will come to know the personal data in order to carry out the treatments having the aforementioned purposes are the subjects in charge of administration, bookkeeping and invoicing, management control and preparation of the financial statements, data processing and information systems, the provision of services/products purchased, as well as the marketing and conclusion of contracts relating to the services and products offered by the owner.
The retention of data and related documents is carried out for a period of ten years, provided for by the Civil Code, except for termination of the commercial relationship with the owner or cessation of activity, in which cases it will be the Customer’s concern to request the paper documentation and any cancellation of the same and of the data still in our possession. All the data requested are mandatory. In the event of failure to provide the data essential to fulfill the purposes described above, it will be impossible to correctly comply with the tax/administrative legislation in force and with the provision of the services/products purchased by the Data Controller, which is therefore understood to be exempt from any and all consequences.
It should be noted that in relation to the processing of data, the Customer may exercise the rights pursuant to art. 15-21 of EU Regulation n.2016/679, by making an explicit written request to the Data Controller referred to above, to the c/a of the Data Processing Manager.
The Customer can also request the complete updating of the list of data processors, always through an explicit written request to the above-mentioned Data Controller.
The parties declare that each clause of this contract (Business to business) has been the subject of in-depth examination and specific negotiation. In any case, the Lessee declares to have received, read and acquired full knowledge of the General Conditions of this contract, and declares, pursuant to and by effect of articles 1341 and 1342 of the Italian Civil Code, to expressly and specifically approve all the following clauses of these General Conditions.