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Importazione e distribuzione componenti elettronici, materiale elettrico ed elettronica
1.1 These general terms and conditions apply to all contracts concluded by ELCART Distribution S.p.A., with registered office in Cologno Monzese (MI), Via Michelangelo Buonarroti 46, Tax Code / VAT No.: 09137290962, REA Number: MI-2071062 (hereinafter "ELCART") for the sale of its products (hereinafter, the "Products" or the "Product"), regardless of the methods of negotiation and stipulation of such contracts.
1.2 Any derogation or modification to these general terms and conditions, as well as any further condition, shall be valid only if agreed in writing or through electronic transmission between ELCART and the purchaser of the Products (hereinafter the "Customer").
1.3 These conditions shall prevail over any general terms and conditions of purchase prepared by the Customer.
1.4 The Customer guarantees that the purchase of ELCART Products is made exclusively for professional purposes, namely relating to their business activity. The relationship between ELCART and the Customer shall therefore not be governed by consumer protection regulations, including, in particular, Legislative Decree no. 206/2005 (Consumer Code) (Italy).
2.1 The parties waive the right to contest the validity of contracts concluded by electronic transmission.
3.1 To conclude the contract, the Customer must send to ELCART, in writing or electronically, orders indicating the ELCART article codes of interest, with the relative quantities. Only the article code reference will be considered, and not any notes or descriptions. Quantities must, strictly, be equal to or multiples of the minimum quantities indicated in the catalog. In the event that orders are received with quantities lower than those indicated above, ELCART shall be authorized to fulfill them by providing the minimum packaging or the relative multiples.
3.2 If negotiation and sale take place through the ELCART B2B website, the Customer must fill out the order form on the site and finalize the sale following the instructions therein. Sending the order constitutes acceptance of these terms of sale.
3.3 The Customer's order is considered a contractual proposal, as the ELCART paper catalog and/or the B2B site have an informative function and are therefore to be considered invitations to offer.
3.4 The contract is considered concluded when, following the Customer's order, ELCART's order confirmation—containing information such as the article code, quantity, price, any currency link, and the relative delivery date—is made available in the documents area of the B2B site, or via a written confirmation.
4.1 Without prejudice to the provisions of Legislative Decree 196/2003 (Italy), ELCART undertakes to adopt reasonably adequate and commonly used security measures to guarantee the protection of electronic messages against risks of unauthorized access, tampering, and destruction.
4.2 If the Customer is assigned an account to access the Elcart B2B site, the management of the access password is done directly by the Customer using the site's platform. The password thus obtained is strictly personal and reserved for the Customer's use, who must immediately report any loss of confidentiality to ELCART, being directly responsible in this case for any damage, whether financial or otherwise, that may result to ELCART.
5.1 ELCART may store in a chronological register message from the Customer in their entirety and in the format in which they were transmitted.
5.2 Recordings containing the messages are admissible as evidence in court and form, in the event of a dispute, full proof of the facts represented therein.
6.1 For orders deemed special by Elcart and which must be expressly ordered for the Customer, a form with a prohibition of cancellation will be sent, which must be signed by the Customer in order to proceed with procurement.
7.1 ELCART reserves the right to make all modifications to its catalogs and, consequently, to the Products marketed by it, that may be necessary or appropriate. The Customer waives any objection in this regard.
7.2 The technical information in the catalogs reports the data published by the manufacturers. Therefore, ELCART reserves the right to modify such data in accordance with what is communicated by the manufacturer.
8.1 ELCART's quotations requested by the Customer are effective for a maximum period of 30 days, without prejudice to ELCART's right to revoke quotations even before this term. If the Customer does not formalize the order within said term, the quotations, unless otherwise agreed, shall be considered expired. Such quotations are always subject to verification of warehouse availability and are subject to variations due to unforeseen and unpredictable events, such as exchange rate fluctuations, customs measures, changes in customs duties, and other unforeseen causes occurring between the issuance of the ELCART quotation and the Customer's order.
9.1 The Customer undertakes to make product purchases by CLEARLY indicating in all parts the description of the article, or by indicating the relative Elcart code in the required minimum packages and/or relative multiples.
9.2 Regarding the Customer's order, the price indicated must be confirmed in WRITING by Elcart.
9.3 In the event that the product price is subject to a CURRENCY LINK, the relative link will be communicated in WRITING by Elcart.
9.4 In the case of a currency-linked product, the exchange rate invoiced will be that of the date of the delivery note (SOURCE: IL SOLE 24 ORE).
9.5 The delivery date requested by the Customer must always be CONFIRMED IN WRITING by Elcart; furthermore, any confirmed date is always SUBJECT TO UNFORESEEN EVENTS.
9.6 Elcart has the right to partially fulfill the Customer's orders, depending on the availability of Products in stock, without this constituting a breach of contract by Elcart.
10.1 The Customer shall pay Elcart the prices in effect at the time of purchase for the requested products, as indicated on the B2B site or via written confirmation.
10.2 Payments must be made by the Customer within the times and in the manners agreed with ELCART. Any bank charges or commissions due in relation to the payment shall be borne by the Customer.
10.3 In case of delay in the payment of ELCART invoices, the Customer shall be required to pay default interest pursuant to articles 4 and 5 of Legislative Decree no. 231/2002 (Italy).
10.4 Pursuant to art. 1462 of the Italian Civil Code, the Customer may not raise exceptions to avoid or delay payment of ELCART invoices. In particular, the Customer may in no case refuse or delay payment for Products delivered based on an order even if only partially executed.
10.5 The minimum order amount is 500 Euros.
11.1 Deliveries relating to the Customer's purchase orders, within the limits of ELCART's warehouse availability, will be carried out via courier.
11.2 Products are deemed delivered to the Customer upon handover to the courier for transport. From that moment, ELCART is released from the risk of loss and/or damage to the Products.
11.3 In the absence of specific instructions from the Customer, ELCART will use the most suitable means of transport.
11.4 Notwithstanding that Products travel at the Customer's risk, the latter shall have the burden of verifying at the time of delivery by the carrier that the gross weight and quantity of the delivered Products (even in the case of full pallets) correspond to what is indicated in the relevant transport documents. The Customer must also verify the integrity of the Products delivered by the carrier. Should there be discrepancies or breakages, the Customer must place a written reservation on the carrier's delivery note or send a claim via registered mail/fax/PEC to the courier within 7 days of the date of the delivery note; after this term, no further claim can be made.
11.5 If the shipment is made freight collect (via the Customer's courier, recipient, or rail), ELCART shall not be liable for any theft, breakage, or tampering with the goods. It shall be the Customer's sole responsibility to seek recourse against the carrier who performed the shipment.
11.6 If the shipment is made carriage paid via ELCART's usual courier, the latter shall be liable for any theft, breakage, or tampering, provided that the Customer makes a written reservation on the courier's delivery note or sends a claim to the courier via registered mail or fax/PEC within 7 days of the date of the delivery note. Failure to comply with these conditions will automatically result in the Customer's forfeiture of the right to compensation for goods stolen, broken, or tampered with during transport.
11.7 Transport costs are entirely borne by the Customer. The delivery terms for Products agreed with ELCART are indicative and depend on both warehouse availability and force majeure events such as, for example, strikes (including company strikes), authority measures, natural disasters, etc. ELCART shall not be liable for any direct or indirect damage caused by delayed deliveries.
12.1 ELCART guarantees to the Customer that the Products comply with the technical specifications indicated in the catalog in effect at the time the purchase order is placed, also taking into account periodic catalog updates or "errata corrige" constantly posted on the www.ELCART.com website. In particular, technical characteristics indicate the parameters to which the customer must comply when using the Product, especially regarding its safety. The dimensions and other physical characteristics of the Products are subject to normal usage tolerances.
12.2 Any further warranty is expressly excluded and, in particular, any warranty for specific technical specifications or characteristics of the Products and/or for their fitness for particular uses not specifically indicated in ELCART's technical documentation. It remains the Customer's sole responsibility to verify, in advance, the suitability of the Product for the specific use for which it is intended, as well as its compatibility with other equipment and/or services provided by third parties.
12.3 Any claims relating to the external characteristics of the Products or their packaging that are not attributable to damage resulting from transport (apparent defects) must be notified in writing to ELCART, under penalty of forfeiture, within 7 (seven) days of the date of delivery by the carrier of the Products to the Customer. Any claims relating to defects not identifiable through diligent inspection at the time of receipt (hidden defects) must be notified to ELCART in writing, under penalty of forfeiture, within 7 (seven) days of the date on which the Customer discovered or should have discovered said hidden defects. In any case, the action is barred within one year from the date of delivery of the Products to the Customer by the carrier.
12.4 No Product may be returned by the Customer without prior written authorization from ELCART; such authorization shall in no case imply any recognition of the reported defects.
12.5 Said Products must reach the ELCART warehouse accompanied by a document indicating the details of the invoice relating to each individual Product for VAT purposes pursuant to art. 26 of Presidential Decree 633/1972 paragraph 3 (Italy). In no case will returns of materials be accepted unless returned intact, in their original packaging, undamaged, and without stickers or labels other than the original ones. Shipping costs shall always be borne by the Customer.
12.6 ELCART, where the claim is well-founded and the Product has not been modified or tampered with, may replace the contested Product.
12.7 By stipulating the contract or contracts subject to these general conditions, the Customer assumes the burden of being aware of all legal limitations and safety regulations relating to the use of the ordered Products. Therefore, except in cases of ELCART's willful misconduct or gross negligence and without prejudice to the provisions of articles 114 to 127 of Legislative Decree 206/2005 (Italy), the Customer may not raise any claim against ELCART for personal injury and/or for damages of any kind, direct and/or indirect, financial and/or non-financial, caused by the Products or their use.
12.8 If the Products are resold by the Customer to final consumers and are therefore qualified as consumer goods, as defined by articles 128 et seq. of Legislative Decree 206/2005 (Italy), the Customer expressly waives the right of redress pursuant to art. 131 of Legislative Decree 206/2005 (Italy) against ELCART.
13.1 The Customer acknowledges and accepts that, as an effect of the Customer's adherence to these general conditions, in no case shall it be understood that the Customer is granted the faculty or right to use the industrial property rights (such as distinctive signs, signs, or trademarks) of which ELCART is the owner.
13.2 It is absolutely and categorically forbidden for the Customer to resell the Products under a name or trademark other than those used by ELCART or to put them on the market in containers and/or packaging different from those received from ELCART. Furthermore, the Customer may not register or have registered any trademark, name, or distinctive sign that could be confused with the ELCART trademark and/or with the trademarks of the Products.
14.1. Personal data are processed pursuant to and for the effects of articles 13-14, EU Reg 2016/679 European General Data Protection Regulation (See Personal Data Notice).
15.1 ELCART reserves the right to terminate the contract with the Customer with immediate effect pursuant to art. 1456 of the Italian Civil Code, by simple written communication, upon the occurrence of one of the following circumstances:
I) failure by the Customer to pay any ELCART invoice in the due manners and terms;
II) return of Products by the Customer without ELCART's prior written authorization.
15.2 It is understood that the sales contract stipulated by the Customer with ELCART is terminated ipso iure, without right to refunds or compensation, in case of bankruptcy, composition with creditors, and receivership to which the Customer is subject, or if the Customer becomes insolvent or has financial conditions such as to place the exact fulfillment of the services under this contract in evident danger or, finally, is put into liquidation.
15.3 The Customer may not assign the contract except with prior written authorization from ELCART.
16.1 Without prejudice to ELCART's right to terminate the contract pursuant to the previous article 15.2, the latter may suspend all or part of the deliveries of the Products if the Customer's financial conditions have become such as to place the achievement of the consideration referred to in art. 10.4 in evident danger. In particular, the following circumstances are indicated by way of example:
I) previous defaults by the Customer;
II) registration of the Customer in the protest register or subjection to enforcement procedures; III) subjection of the Customer to insolvency or liquidation procedures.
17.1 The sales contracts governed by these general conditions are regulated by Italian law. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980).
17.2 For every dispute arising from the interpretation and execution of the contracts governed by these general conditions, the court of Monza shall be exclusively competent.
18.1 All communications towards ELCART, unless otherwise indicated, must be addressed to the following:
Registered Mail: ELCART Distribution S.p.A., Via Michelangelo Buonarroti 46, 20093 Cologno Monzese (MI).
Fax: 02-25117500
Email: info@elcart.it
19.1 ELCART, for the purposes of art. 1341 of the Italian Civil Code, has deposited the original of this document at its registered office in Cologno Monzese, at Via Michelangelo Buonarroti 46.
19.2 ELCART has made these general conditions known by also publishing them in its catalog and on its sites.
19.3 Reproduction and storage of these general conditions in the Customer's computer system is permitted.
ELCART declares that, in accordance with principles of professional correctness, trademarks, photos, and compositions of others indicated in this catalog are used solely to illustrate the destination of our components in relation to "finished" products made by the owners of these trademarks. Therefore, the use of trademarks, photos, and compositions of others is done only for descriptive purposes and not as a trademark, so as not to infringe on the industrial property rights of the owners of said trademarks, photos, and compositions. The titles and texts, illustrations, and compositions contained in this volume are protected pursuant to law no. 633 of April 22, 1941, and law no. 1485 of February 14, 1942, on copyright. Anyone who abusively reproduces them in whole or in part will be prosecuted within the scope of current criminal and civil provisions. Characteristics and dimensions shown in the catalog are not binding and can be modified without prior notice.