General Terms and Conditions of Sale 

GENERAL SALES CONDITIONS (GCS)

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1. CONTRACTUAL REGULATIONS

1.1. The sale of LED displays (hereinafter also referred to as "Products") distributed by VISION ITALIA SRL UNIPERSONALE, based in MILAN in Via RIPA DI PORTA TICINESE 39, Piva 11947290968 and PEC visionitaliasrl@pec.it; email info@visionitalia.it (hereinafter referred to as VISION ITALIA) is governed, except for any exceptions specifically agreed in writing, by the following General Conditions of Sale (hereinafter, for brevity, GCS), which must be understood as integrated with those possibly indicated in the order form and in the invoice, as well as, for what is not expressly provided for, with the provisions of the Italian civil code and Legislative Decree 206/2005 (Consumer Code) where subjectively applicable.

  1.2. Any general conditions of the purchaser will not be applied in the relations between the Parties, unless they are expressly accepted in writing. In the latter case, the general conditions of the purchaser will not exclude the effectiveness of these GCS with which, however, they must in any case be coordinated.

  1.3. VISION ITALIA also reserves the right to modify, integrate or vary the GCS, attaching these variations to the offers or to any correspondence sent in writing to customers.

  2. OFFERS AND ORDERS

2.1. The Contract is considered concluded following the sending in writing to the Customer by VISION ITALIA  of the order proposal, also by e-mail, and exclusively with the return of the proposal itself and these GCS signed in every part by the customer in the same manner. An order of the purchaser that does not comply with a previous offer from VISION ITALIA is considered rejected unless expressly confirmed in writing by the latter.

  2.2. Orders for goods are valid as a firm and irrevocable purchase proposal by the person making them, while they are not

binding for VISION ITALIA and are not considered accepted until they have been confirmed by the same in writing.

2.3. The purchase proposal made to the Seller, the signing of the order, as well as the taking over of the goods by the buyer entail the contextual, full recognition, knowledge and acceptance of these GCS. Therefore, during the execution of the Contract, the Proponent will not be able to object or make the subject of reservations, facts, circumstances and / or conditions that directly or indirectly depend on the lack of knowledge of the provisions of these GCS.

2.4. VISION ITALIA reserves the right to accept only orders duly signed by the buyer and issued in the following ways: in the form of a contract; or on the buyer's headed paper; or by fax in the name of the purchaser; o confirmed by the buyer with stamp and signature on his official offer; or by email. Any telephone orders will be accepted at the discretion of the Seller and will not be considered binding for the latter if not confirmed in writing. In this case, the issuance of the invoice by the Seller or the execution of the order by the Seller will be considered as confirmation.

2.5. The contract is always considered stipulated at the VISION ITALIA headquarters located in MILAN, Via Ripa di Porta Ticinese 39

2.6. The sending by VISION ITALIA of advertising material (catalogs, brochures, price lists or other descriptive material of the products) not expressly bearing the wording "offer" or other equivalent, does not constitute a sales proposal and does not bind the Seller.

2.7. The terms "without obligation", "subject to availability", "subject to sale" or other similar affixed in an offer, do not bind the

VISION ITALIA to the terms in the same offer indicated, even if the latter is accepted by the buyer, unless subsequent written confirmation or compliant execution by the Seller.

3. WITHDRAWAL, ORDER CANCELLATION AND PENALTY

3.1. VISION ITALIA reserves the right to withdraw from the contract in the event that, after confirming the order, commercial information is received on the name of the Customer which, at its sole discretion, discourages the execution or continuation of the contract. The exercise of this right does not give the Customer any right to compensation for damages or otherwise.

  3.2. In all cases where the provisions of Legislative Decree 206/05 (Consumer Code), the Consumer Customer has the right to

withdraw from the contract itself, without expenses, charges and penalties, as well as without providing justifications, within three working days from the signing of the order proposal or from the delivery of the products. The withdrawal must take place by sending a written communication, by registered letter with return receipt, telegram, fax or email to the Seller.

  3.3. In case of exercise of the right of withdrawal, the products already delivered must be returned perfectly intact and in their original packaging, at the expense of the Customer. The return of the products must take place within ten working days from the date of receipt of the products. Once the Seller has received the products and verified their integrity, it will, as soon as possible and in any case within thirty days from the knowledge of the exercise of the right of withdrawal, to credit the price, as indicated in the accounting documentation sent to the Customer, of the returned products.

  3.4. Except as provided in the previous point, if the Customer, once the execution of the contract or the start of execution by VISION ITALIA has taken place, intends to cancel the order, the same will be required to pay a penalty for the withdrawal as follows : 25% of the net value of the product referred to in the order (sales price, excluding VAT), excluding ancillary costs for packaging, transport and the like, in the event that the delivery of the product has not yet taken place; 50% of the net value of the product referred to in the order (sales price, excluding VAT), excluding ancillary costs of packaging, transport and the like, in the event that the customer intends to return the entire supply already delivered within the maximum three calendar months from the date of delivery, subject to the written authorization of VISION ITALIA.

3.5. The partial or complete return relating to a supply already delivered for more than three calendar months will not be accepted by VISION ITALIA, unless otherwise agreed in writing with the Customer. In any case, the product must be returned, at the customer's care and expense to the place indicated by the Seller, with transport costs borne by the Customer, intact and perfect, as delivered, without prejudice to VISION ITALIA's right to charge for damages or to refuse the return if made in deviation from the preceding provisions.

4. TERMINATION OF THE CONTRACT

4.1. VISION ITALIA reserves the right to terminate the contract, without the need for formal notice by the customer, in the event that one or more of the following situations occur: a) in the case of insolvency proceedings, voluntary or compulsory liquidation against the customer; b) in case of non-fulfillment by the customer of one or more of the obligations provided for in these GCS and in particular in articles 2, 3, 5, 6, 7, 8, 9, 10 and 11; c) in the case of a declaration of invalidity of one or more of the clauses of the contract which determine a significant imbalance in the performance by VISION ITALIA.

  4.2. In such cases, the termination will operate by law and automatically starting from the date of receipt of the communication with acknowledgment of receipt that VISION ITALIA will send to the customer, in which the right of termination established here will be asserted.

  4.3. The right of VISION ITALIA to take action for compensation for damage in any case of termination of the contract due to the fact, fault or willful misconduct of the Customer is reserved,

5. TECHNICAL DATA

5.1. The Customer acknowledges and acknowledges that the technical data, dimensions, characteristics, capacities, colors, weights and other data

relating to the products featured on the website and / or contained in the technical and advertising documentation of VISION ITALIA (eg catalogs, prospectuses, circulars, price lists, drawings, technical data sheets, illustrations of the products shown in the estimates or in the order proposals ) are indicative, as there may be irrelevant discrepancies with the technical data and the actual dimensions of the products, within the limits of the tolerances allowed by the applicable technical standards or within the limits of the tolerances provided for in the order confirmation, if indicated. Therefore, no non-fulfillment can be ascribed to VISION ITALIA should differences in the indicated measures be found, within the aforementioned tolerances.

6. PRICES

6.1. The prices of the Products are indicated in the price lists published by VISION ITALIA, which reserves the right to modify the price list and its validity at any time. The prices indicated in the price lists refer to the Product, excluding taxes, duties, packaging and any additional charges.

  6.2. The prices of the Products do not include VAT, which must be paid at the time of delivery or in accordance with the specific provisions indicated in the invoice.

  6.3. Unless otherwise specified, the prices are understood to include the programming, the initial treaning and the

testing. Otherwise transport, installation and any other taxes, excise duties, duties and taxes due are not included.

  6.4. Any discounts on the prices indicated in the price list will be valid only if agreed in writing and will be applicable only if the established payment terms are fully respected.

  6.5. Invoices issued by VISION ITALIA  they are considered accepted if they are not contested in writing by the buyer within 14 (fourteen) days of their receipt.

  6.6. Any "oversized" work, (to be understood as work with measures other than the standard ones) if not already

regulated in the price list, if approved by VISION ITALIA they will be valued case by case, with a minimum increase of 35% on the relative list price.

7. TERMS OF PAYMENT

7.1. Unless otherwise agreed in writing, the payment methods and the relative terms are those previously agreed with VISION ITALIA, therefore, all payments, partial or total, of the price of the products must be made under the conditions and in the manner indicated in the confirmation of order.

  7.2. In the event that there is no express indication in the order confirmation, the following payment methods must be considered applied to the contract: a) payment must be made directly to the Seller exclusively by bank transfer, check and, in compliance with anti-money laundering legislation, cash; b) payment must be made for the amount equal to 30% of the total price (including delivery and installation costs) upon confirmation of the order and the remainder upon testing.

  7.3. In any case, all payments must be made at the VISION ITALIA registered office, without prejudice to the bank domiciliation for the collection of securities or other means of payment.

  7.5. Late, partial or non-payment of the price or an installment thereof, if payment has been agreed

deferred, will give VISION ITALIA the right to suspend supplies and / or to terminate contracts and / or to cancel orders in progress, even if not related to the payments in question, as well as the right to compensation for any damages. Furthermore, it will give rise to the forfeiture of the debtor from the benefit of the term and entitle VISION ITALIA to immediately demand payment of the entire amount still due in balance, as well as the default interest calculated to the extent established by Legislative Decree no. 231/2002 and any legal assistance costs for credit recovery.

  7.6. Any extension or renewal of the terms with respect to the deadlines agreed in the order confirmation granted to the customer by VISION ITALIA, cannot be considered as novations of the credit, excluding as of now any exception or reservation.

  7.7. In no case can the Buyer reduce or offset the price with any credits, however arising, against VISION ITALIA, without the prior written authorization of the latter.

8. DELIVERY TERMS

8.1. Unless otherwise agreed between the Parties, the indicative delivery time is that specified in the order confirmation. In the event that the delivery deadline is not expressly indicated, VISION ITALIA undertakes to deliver the goods immediately available in the warehouse within thirty days from the date of order confirmation. Otherwise, in the event that the goods are not immediately available in stock, VISION ITALIA undertakes to make the delivery within fifty days from the date of order confirmation. In the event that it is possible to bring the delivery earlier than the deadline, VISION ITALIA will notify the Purchaser.

  8.2. The delivery terms of the products, in whatever way they are indicated in the accepted order proposal, are purely indicative and are not binding for the Seller, unless their essentiality is expressly agreed in writing, with a specific formula.

  8.3. Even in the event that the delivery terms have been agreed as essential, VISION ITALIA is released from the obligation to respect the delivery terms in all cases in which fulfillment is not possible for reasons beyond its control, including causes force majeure and unforeseeable circumstances (by way of example only: strikes, lockouts, national or international disturbances, impossibility or significant difficulties in procuring raw materials or providing for deliveries).

  8.4. Unless otherwise agreed in the order confirmation, all products will be delivered to the Customer, packaged according to usage, unless otherwise agreed in writing.

  8.5. The delivery is understood to have taken place with the preparation of the product ready for transport or collection, unless otherwise

agreement contained in the order confirmation. The delivery to the carrier and / or to the courier and / or to the carrier and / or to the forwarding agent establishes the moment of delivery of the product to the customer, even if the transport documentation shows the indication "carriage paid at destination" or similar indication .

  8.6. The Customer who does not take delivery of the goods within the agreed terms, will have to reimburse VISION ITALIA for the storage costs of the goods until delivery or sale to third parties, which may take place after 30 days from the originally agreed delivery date.

  8.7. The Customer must report in writing, upon acceptance of the order proposal, any need to collect the product contained in special packaging or other special needs.

  9. INSPECTION, INSTALLATION AND TESTING

9.1. Upon receipt of the Products, the Customer must immediately check the regularity of the supply (quantity and

packaging) and its compliance with the order confirmation, recording any objection in the delivery note.

  9.2. In the event that the Customer denounces the presence of defects, he must immediately notify VISION ITALIA srl, in detail and exclusively in writing, within three working days of taking delivery of the Products, also by means of pec to: visionitaliasrl @ pec .it in the event that the dispute relates to a defect which, despite the initial inspection, has remained hidden, the complaint must be made as soon as possible within three days from the time the defect was discovered. In such cases, the Customer will have to make the disputed Products available for inspection by VISION ITALIA or by a specific appointed expert.

  9.3. If no disputes have arisen following the initial inspection, VISION ITALIA will proceed to install the Products as previously agreed and specified in the order confirmation. At the end of the installation, VISION ITALIA will proceed to carry out the testing.

  9.4. At the end of the verification, installation and testing operations, VISION ITALIA may draw up a specific report, which must be signed by the Customer for any consequent legal effect. The unjustified refusal by the Customer to sign the report will entitle VISION ITALIA to terminate the contract in accordance with the provisions of these GCS and the applicable laws in force.

10. RESERVE OF OWNERSHIP

10.1. The right of ownership is transferred to the Customer upon delivery of the product, without prejudice to the stipulation in writing of the retention of title agreement.

  10.2. In the case of deferred payment, and in the event that the retention of title clause is expressed in the order proposal accepted by the Customer, the delivered Product will remain the property of VISION ITALIA until the full payment of the price pursuant to art. 1523 cod. civ .. 10.3. In such cases, the Customer is the custodian of the Product for the purposes of the law, with the obligation to make good use of it, not to transfer it to third parties in any way, to answer for the value in case of theft, damage or other, as well as to report immediately to VISION ITALIA any executive or conservative actions promoted by third parties on the product.  

10.4. In case of non-fulfillment by the customer of the obligation to pay the price of the product, the provision of art. 1526, paragraph 2, remaining the installments of the price already paid by the customer in favor of VISION ITALIA by way of indemnity, to be combined with the provision referred to in art. 1525 cod. civ ..

11. WARRANTY TERMS

11.1. Unless otherwise agreed in writing, all Products sold by VISION ITALIA are covered by a guarantee for lack of conformity, according to the provisions of these GCS, by the rules dictated on the subject by the cod. civ., as well as those provided for in Legislative Decree no. 206/2005, where subjectively applicable.

11.2. The guarantee provided by VISION ITALIA, unless otherwise agreed, covers conformity defects, existing at the time of delivery of the goods, which occurred within two years of delivery of the goods. Unless expressly agreed, the possibility of extending the warranty up to five years is excluded.

11.3. The warranty includes the following assistance services: remote assistance, repair or replacement of the product, labor and the procurement and supply of the necessary spare parts. Therefore, having ascertained the causes of anomalies and / or faults and / or defects, VISION ITALIA will provide for their definitive elimination by repairing them free of charge or by replacing the flawed and / or defective parts.

11.4. To use the warranty, the Customer must have kept the invoice received and, under penalty of forfeiture of the warranty right, must report the defect and / or defect or malfunction to VISION ITALIA by means of written communication.

11.5. Unless otherwise agreed in writing, the report of any faults or defects must be made, under penalty of forfeiture, within the following terms: a) apparent and obvious defects and / or defects, within seven days of receipt of the product; b) hidden defects and / or defects that are not easily recognizable, within seven days from the date of their discovery.

11.6. Any replacement of components or parts of the product carried out during the warranty period will not renew the

effective date of the product warranty in its entirety nor will it extend its expiration, without prejudice to the autonomous warranty of the replaced component or part.

11.7. The guarantee is not due and does not apply: a) in the event of damage to the power line, rental of special vehicles, problems on the system

electrical, problems on the supporting structure where not pertaining to VISION ITALIA srl; b) damage and failures that do not concern

specifically the individual parts and components of the display including hardware and software due to congenital defect of the

equipment; c) when the customer is not up to date with the agreed payments, as in this case VISION ITALIA is recognized, the right to invoke the legitimate suspension of the contractual services; d) if the Customer has carried out on his own account even partial repairs or in any case tampering with or modifications to the appliance without the authorization of VISION ITALIA;  e) in the event that the inconveniences or defects and faults have been caused by carelessness or inability to use the appliance; f) if the inconveniences or defects and faults are wholly or partly due to having ignored the instructions of VISION ITALIA, as well as the prescriptions of the user, maintenance, assembly and commissioning manuals or the indications of the technical handouts prepared by our company; g) when failures and problems have been caused by negligence, tampering or damage caused during transport; h) when, for any reason, anomalous situations are found on the appliance and its parts which have compromised its integrity, good functioning or reliability. i) if the product has been installed by unqualified personnel. Furthermore, the warranty does not cover normal wear parts.

11.8. Unless otherwise agreed, the costs associated with the use of on-site technical assistance during and outside the warranty period are to be understood as those indicated below in these GCS. In particular:

a) Costs for home-based technical assistance under warranty:

- transfer cost: € 40.00 WITHIN 20 KM and € 70.00 OVER 20 KM;

b) Home technical assistance costs out of warranty:

- transfer cost: € 50.00 WITHIN 20 KM and € 90.00 OVER 20 KM;

- labor cost: € 30.00 / hour

- spare parts cost.

12. ADMINISTRATIVE AUTHORIZATIONS

12.1. The achievement of any administrative authorizations necessary for the use of the Products distributed by VISION ITALIA, where required by law, remains exclusively at the Customer's care and expense.

12.2. Failure to obtain the aforementioned authorizations does not in any way invalidate the validity of this contract,

meaning the VISION ITALIA  fully exonerated from any responsibility in this regard.

13. APPLICABLE LAW AND EXCLUSIVE COURT

13.1. The contract is understood to be governed exclusively by Italian law as the law of the place where the shop is judged

perfected and in which the characteristic performance of the same must be performed.

13.2. Any dispute arising or in any case dependent, directly or indirectly, on the interpretation or execution of the contract, including calls into question by the customer for own or improper guarantee of our company, also for indemnity, will be submitted exclusively to the Italian judge and, in particular, to that of the Syracuse - Italy forum.

14. PROCESSING OF PERSONAL DATA

14.1. The Customer's personal data will be processed in accordance with the provisions of Italian law on data processing

personal data (Legislative Decree 196/2003). VISION ITALIA informs the Buyer that it is the data controller and that the Buyer's personal data are collected and processed exclusively for the execution of this agreement. Pursuant to Article 7 of Legislative Decree 196/2003, the Buyer has the right to request the Seller to update, correct, integrate, cancel and transform his / her data into anonymous form.

15. FINAL PROVISIONS

15.1. The invalidity in whole or in part of individual provisions of these General Conditions of Sale does not affect the validity of the remaining provisions.

  15.2. Any communication between the Parties must be sent to their respective addresses resulting from the business correspondence exchanged

  15.3. The contract cannot be assigned in whole or in part without the written consent of the other contractual party.