SPARKPLUGS.IT® is a trademark owned by Btrade Parts S.r.l. company. ITA.pdf

1. General Provisions.

(a) The terms and conditions set out below (the “General Terms and Conditions of Sale”) shall form part of all the agreements executed between the Seller and the Buyer for the supply of the Seller products (the “Products”).

(b) The General Terms and Conditions of Sale shall apply to all transaction executed between the Seller and the Buyer without any need of express reference thereto or agreement thereon at the conclusion of such transaction. Any dissenting terms and conditions shall only apply if confirmed in writing by the Seller.

(c) The Seller reserves the right to change, integrate or vary the General Terms and Conditions of Sale, by including such variations in the quotations or in any other written correspondence sent to the Buyer.

2. Offers and Orders.

(a) The Seller’s offers shall not be binding, in particular with reference to quantities, price and delivery time.

(b) Orders placed by the Buyer shall not be regarded as accepted before these have been confirmed by the Seller in writing. If the Seller should fail to confirm an agreement in writing which it has entered into verbally, the Seller’s invoice or the execution of the order by the Seller shall be regarded as confirmation.

(c) Orders and/or amendments of orders placed verbally or by telephone, must be confirmed in writing by the Buyer. Otherwise the Seller does not accept any responsibility for errors or consequent misunderstandings.

3. Prices and Terms of Payment.

(a) The prices of the Products shall exclude any statutory VAT which shall be payable at the date of delivery or pursuant specific provisions included in the invoice.

(b) Taxes, duties, shipping, insurance, installation, end user training, after sales service are not included in the prices unless separately quoted.

(c) In addition to other remedies permitted under the applicable law and these General Terms and Conditions of Sale, the Seller reserves the right to recover default interest on delayed payments starting from the due date, calculated at the official reference rate of the European Central Bank increased by 7 (seven) basis points.

(d) If the Buyer fails to take payments in the time and manner specified by the Seller or the Buyer business shall be operated beyond the ordinary course of business which shall include, without limitation, when seizure or protest has been made, payments shall be delayed or insolvency proceedings shall have been petitioned or opened, the Seller shall have the right to suspend or cancel, at its sole discretion, further delivery and to declare all its claims arising from the business relationship as immediately payable. Moreover the Seller may in such event request for anticipation on the payments or a warranty deposit.

(e) The Buyer shall have no right to make any compensation, retention or reduction unless the counterclaims have been conclusively determined by the court.

4. Terms of Delivery.

(a) Unless otherwise expressly agreed in writing any indicated time of delivery shall be nonbinding for the Seller. Unless different agreement between the parties, the approximate term for the delivery is the one specified in the confirmation of order.

(b) The Seller reserves the right to reasonably delivery in instilments.

(c) Any liability to supply as a result of force majeure or other unforeseen incidents outside the Seller responsibility including, without limitation, strike, lock out, acts of public authorities, subsequent cease of export or import opportunities shall, for their duration and in accordance with their impact, relieve the Seller from the obligation to comply with any agreed time for delivery.

(d) The Seller is not obliged to accept the Products returns, unless otherwise agreed in writing. Any costs arising thereof shall be at the expense of the Buyer.

5. Duty to Inspection and Acceptance of Products.

(a) Upon taking possession of the Products, the Buyer shall immediately:

(i) check quantities and packaging of the Products and record any objections on the delivery note; and

(ii) conduct a conformity check on the Products compared to the data indicated in the confirmation of order and record any objections on the delivery note.

b) In case of a notice of defect the Buyer shall comply with the following procedures and deadline:

(i) the notification shall be made by no later than [3 (three) working days] from the taking possession of the Products by the Buyer. In the event of an objection to a defect which, despite a first inspection has remained undiscovered, the objection must be raised within the early of the expiry of the working day on which the defect has been discovered but in any event by no later than [2 (two) weeks] after take over of the Products;

(ii) the detailed notice above mentioned shall be delivered in written form to the Seller within the deadlines. Any notice by telephone conversation shall not be accepted;

(iii) the notice must clearly specify the kind and amount of the alleged defect;

(iv) the Buyer agrees to make available for inspection the objected Products; such inspection shall be done by the Seller or by any expert designated by the Seller.

(c) No objections with regard to the quantities, quality, type, and packaging of the Products shall be possible unless a note has been placed on the delivery note in accordance with the above mentioned procedure.

(d) Any Product to which objection shall not have been raised in accordance with the procedures and deadlines set out above shall be regarded as approved and accepted by the Buyer.

6. Terms of Warranty.

(a) The Seller does not guarantee that the products are free from defects and conform to the technical specifications required by the Buyer.

(b) The warranty shall be valid only on the products used in suitable environment and for suitable applications in appliance with technical specifications forwarded by the Seller; every improper use of the products is forbidden

(c) The warranty shall not be valid if the defect or not conformity will prove to be depending on not correct on not suitable applications of the product, or if the product has been uncorrectly placed in operation. Any change or replacement of product parts, which has not been authorized by the Seller releases the manufacturer from any civil or penal liabilities, and makes the warranty unvalid. The warranty does not cover the normal products parts subject to consumption.

(d) Btrade Parts Srl makes no guarantees for any type of equipment, device or piece and does not express any kind of explicit or implicit guarantee, warranty or implied warranty, including without limitation, for goods had through a Manufacturer. The only protection for the customer is the manufacturer's warranty. Under the request of the customer, Btrade Parts Srl can provide specific lines of guarantee from the supplier. The customer accepts the property at the time of purchase in its entirety, Btrade Parts Srl disclaims any responsibility.

(f) The products provided "as it is", therefore without any warranty, either by law or otherwise, with particular reference to the presence of hidden defects or errors, to correct operation or continuous product, suitability for a particular purpose, or infringement of third party rights. Btrade Parts Srl. is not responsible for damages to the purchaser, unless this is required by applicable law or appear in a written agreement. Included are general damages, special or incidental damages, as well as the damage caused by the use or inability to use the products; This includes but is not limited to, the losses incurred by the purchaser or third parties and the inability of the products to work together with others, even if the holder or other party have been advised of the possibility of such damages.

7. Limitation of Liability.

(a) Unless in case of justified objection which shall have been raised in accordance whit the procedure and deadlines set forth in paragraph 5 above, the Buyer shall not be entitled to any further rights or remedies. In particular, the Seller shall not be responsible for any compensation based on breach of contract or default, for any direct or indirect damage or loss of profit due to the use, the inability to use, or the incorporation of the Products in other products, unless under warranties granted in paragraph 6 or in cases of willful misconduct or gross negligence on the Seller’s part.

(b) The Seller shall do its best endeavor to deliver the Products within the time agreed (if any), but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the Products.

(c) Catalogues, price lists or other advertising matters of the seller are only an indication of the type of Products and no prices or other information contained herein shall be binding for the Seller. The Seller does not accept any responsibility for errors o omissions contained in its price lists or promotional matters.

8. Controversy right

If the CUSTOMER intends to notify any not correspondence or appropriateness of one of the items delivered from the SUPPLIER, it is obliged to give written notice as specified in the paragraph ”Duty to Inspection and Acceptance of Products.”; otherwise this element is to be considered accepted in its entirety. Btrade Parts Srl reserves the right to deny permission for the return of the goods at its sole discretion, also reserves the right to refuse returned merchandise without authorization.

9. Retention of Title.

(a) The Product supplied shall remain in the property of the Seller until the date of the full payment by the Buyer of the entire price of the Products and of all amounts due to the Seller. Until that time the Buyer shall hold the Products as the Seller’s fiduciary agent and shall keep the Product properly stored, protected and insured.

(b) If in the Country of the Buyer’s domicile for the validity of the retention of title for the benefit of the Seller it is necessary to fulfil some administrative or legal formalities as, without limitation, to file the Products with the public registers or to affix particular seals on them, the Buyer shall cooperate with the Seller and shall do its best effort for carry out all the necessary actions in order to obtain a valid retention of title right on the Products for the benefit of the seller.

10 Btrade Parts Srl Intellectual Property

(a) The Client expressly recognizes that trademarks, commercial names or other distinctive marks on the goods will not be altered, changed, removed or cancelled in any manner. The Client has the limited right to use trademarks, commercial names or other distinctive marks, as well as other industrial exclusive right or Know how (productive or commercial) associated with the goods, to the limited purpose of the resale of the goods to the final consumer. Any other utilization of the Btrade Parts Srl Intellectual Property by the Client, if not expressly granted by Btrade Parts Srl in writing, will be considered an infringement of the exclusive rights of Btrade Parts Srl, and a breach of contract, and will be therefore prosecuted.

(b) The documents, drawings, data and information (both in written papers and on electronic support) which should be delivered to the Client and constitute a support for a better representation of the product and are significant of the general performances of the product itself.

The Client engages itself not to reproduce them, neither to disclose them to a third party, and he engages himself to undertake the proper precaution towards staff in order to grant the above protection.

11. Data Protection Law and Privacy Policy.

(a) The personal data of the Buyer shall be processed in accordance with the Italian data protection law (Legislative Decree 196/2003). The Seller inform the Buyer that the Seller is the data controller and that the Buyer’s personal data shall be collected and processed for the only purpose of the performance of this agreement. Pursuant article 7 of the Italian Legislative Decree 196/2003, the Buyer has the right to ask to the Seller the updating, amendment, integration, writing off and transformation in anonymous form of its data.

(b) The purpose of the Site is the illustration, dissemination, advertising and information about the products and services Btrade Parts Srl. (hereinafter "Information"). Any Information contained in the Site is to be considered purely indicative and does not in any way commit Btrade Parts Srl., nor the managers of the Site, nor any other third parties on the Site via links, are recalled. Any trademark, logo, picture, drawing, sound, music, film, software or anything else present in the Site (hereinafter the "Items") are covered by relevant rights that protect their ownership such as, by way of non-exhaustive, trademark rights, patent rights, copyright etc. These rights are all legitimately held by Btrade Parts Srl or the companies providing Btrade Parts Srl. with the permission from the rightful owners or used for informational purposes only and advertising. The companies Btrade Parts Srl are in no way responsible nor can be held responsible for violations of the rights that the owners of Items granted in concession to Btrade Parts Srl. can charge against users of the Site, in any way, have violated these rights .

The responsibility for said violation is and remains the user of the Site who commits them. Btrade Parts Srl. is in no way responsible for any damage arising from access to the Site and the use or downloading of the Items present, whether consequential damages of defects, errors or anything. Btrade Parts Srl. is not responsible for the content of sites connected by links to the website of Btrade Parts Srl. nor the content of different sites to which the Site refers you via links. The information is for reference only. Any user requiring precise, detailed information should contact the structures of Btrade Parts Srl. Btrade Parts Srl. applies the protection of privacy. This protects the privacy of all those who are related Btrade Parts Srl, be they employees, suppliers, customers, potential customers or just visitors to the site.

(c) If a visitor to the Site intends to voluntarily release the data defined as personal standards in terms of Privacy (Legislative Decree no. 196/2003 - Law 675/1996), this can only be done by following the rules and procedures specified by the Site that comply with the aforementioned rules. The release of personal data is a free choice of every visitor to the website. There, in the Site of Btrade Parts Srl., any registration of personal data that does not happen unless following specific notice to the visitor the opportunity to record his personal data. In order to avoid errors or misunderstandings, registration of personal data, however, will not take place as a result of a further and final confirmation by the visitor. Btrade Parts Srl. monitors traffic on the site, to know how many people visit the Site, to organize the pages in the most accessible way for easy navigation and to make information more oriented towards users. Gather information on site traffic, not on individual visitors. No information about you in particular will be kept or used. Send e-mail to the site, when requesting registration of your personal data will always be done in compliance with the rules on privacy. Each recording will be made without your explicit and repeated consent. As already indicated in the warnings, access to the Site requires that you accept the rules stated on the Site. Accordingly, the user who accesses the website agrees that the legislation applicable to any problem arising from access to the Site, or regarding the Information or Items present in the Site, is Italian law. Likewise, you agree that the exclusive jurisdiction for such problems is the Court of La Spezia.

12. Applicable Law.

(a) In case of the Buyer is a subject having Italian nationality, the present General Terms and Conditions of Sale and all the agreements executed between the Seller and the Buyer shall be governed by Italian laws.

(b) On the contrary, in case of the Buyer is a subject having a nationality different from the Italian one, the present General Terms and Conditions of Sale and all the agreements executed between the Seller and the Buyer shall be governed by the United Nations Convention of Vienna of 1980 on Contracts for the International Sale of Goods.

13. Jurisdiction.

(a) Any dispute arising between the parties in connection with the interpretation, validity or performance of the present General Terms and Conditions of Sale and of all the relevant agreements, shall be of the exclusive competence of the referred to the Court of La Spezia.

b) It is agreed between parties that the Seller, at its own discretion, may have the faculty to waive the exclusive jurisdiction set forth in paragraph (a) to bring an action against the Buyer in its domicile and before any court of competent jurisdiction.

14. Final Provisions.

(a) The total or partial invalidity of any provision of the present General Terms and Conditions of Sale shall not affect the validity of the other provisions.

(b) The present General Terms and Conditions of Sale have been drafted in both Italian and English languages. In case of problems of interpretation the Italian version shall prevail.

Pursuant articles 1341 e 1342 of the Italian Civil Code the Buyer hereby specifically accepts and approves the provisions before described.