MEDIFLY S.R.L.
General Terms and Conditions of Sale
Art. 1 – Subject Matter and Scope of Application
The following General Terms and Conditions of Sale shall apply to all contracts entered into by Medifly S.r.l. for the sale and/or supply of products, components, accessories, ancillary items and/or services.
Medifly S.r.l. reserves the right to accept the Customer’s order.
Order confirmation shall be issued by Medifly S.r.l. in writing. Such confirmation shall entail the application of these General Terms and Conditions of Sale to the contract entered into between the parties.
These General Terms and Conditions of Sale shall become effective upon their publication on the official website of Medifly S.r.l. and shall prevail over any general terms and conditions of purchase of purchasing Customers.
Medifly S.r.l. reserves the right, at its sole discretion, to revise these terms and conditions and undertakes to promptly update the version published on its website.
Art. 2 – Exclusions, Prices and Offers
Unless otherwise agreed in writing between the Parties, the supply shall not include system design, installation of the supplied goods, specific testing and acceptance procedures, manuals and training courses, assistance with use, or any other services and costs not expressly agreed upon.
Unless otherwise agreed in writing between the Parties, where an order refers to agreed prices or does not refer to any specific agreements reached between the Parties in derogation from these General Terms and Conditions, the prices applied by Medifly S.r.l. on the date of supply shall always be deemed applicable.
Prices stated in the price list are exclusive of VAT.
Likewise, any taxes, duties and fiscal charges, whether existing or introduced in the future, arising from or relating to the sale shall be borne exclusively by the Customer.
Offers issued by Medifly S.r.l. shall have a specific period of validity, as indicated from time to time. Accordingly, all offers issued by Medifly S.r.l. shall automatically expire upon expiry of the term specified therein.
All products not included in the price list shall be quoted separately and in writing.
Medifly S.r.l. reserves the right to amend its price list at any time, at its sole discretion and without being required to provide any justification for such amendment.
Art. 3 – Technical Data, Drawings and Documents Relating to the Supply
Weights, dimensions, prices, performance data, colours, data and illustrations contained in catalogues, brochures, circulars or other descriptive documents, as well as the characteristics of samples, are provided for information purposes only and shall not be binding upon Medifly S.r.l.
Medifly S.r.l. reserves the right, at its sole discretion, to modify the design and construction details of its products at any time, including for the purpose of improving their performance.
Art. 4 – Payment Terms
Payments shall be made by the Customer in accordance with the terms relating to payment deadlines, currency and payment methods set out in the order confirmation.
In the event of non-payment, partial payment or late payment, Medifly S.r.l. may take any action, including legal proceedings, to protect its rights and interests, with all resulting costs, including any damages and compensation, being charged to the other Party.
Any disputes arising between the Parties shall not release the Customer from its obligation to comply with the agreed payment terms and deadlines.
Art. 5 – Delivery Terms and Conditions
Unless otherwise agreed, the Products shall be supplied Ex Works, unless otherwise specified in the offer, in accordance with the applicable Incoterms. Accordingly, the risks relating to the supply shall pass to the purchasing Customer upon dispatch of the goods.
Where the goods are ready for shipment but have not yet been collected as provided for in the order confirmation, the risk relating to such goods shall pass from Medifly S.r.l. to the Customer as soon as the Products are ready for shipment.
Delivery dates and times are indicative only. Accordingly, Medifly S.r.l. shall bear no liability for any damage arising from early or late delivery, whether in whole or in part.
Partial deliveries shall be permitted.
Delivery terms shall commence from the date of the order confirmation.
Medifly S.r.l. shall not be liable in the event of force majeure or any other event of force majeure or fortuitous event, i.e. unforeseeable and unavoidable circumstances rendering non-performance not attributable to Medifly S.r.l. Such circumstances may include, by way of example, force majeure events, unlawful acts by third parties, acts of public authority (factum principis), and acts or omissions attributable to the Customer.
In the event of such circumstances, the Parties may withdraw from the contract without any charge, expense, refund, indemnity and/or compensation being payable by Medifly S.r.l.
If the Customer fails to take delivery of the Products for reasons attributable to the Customer or otherwise for reasons beyond the control of Medifly S.r.l., the Customer shall bear all risks and storage costs.
Art. 6 – Cancellation of Orders
Orders received by Medifly S.r.l. may not be cancelled by the Customer without the prior written authorisation of Medifly S.r.l., following any appropriate checks required to protect Medifly S.r.l. against any resulting loss or damage.
Art. 7 – Obligations of the Parties
The conclusion of the contract shall mutually bind Medifly S.r.l. and the purchasing Customer:
not to disclose or share the contents of the offer received;
to ensure absolute confidentiality and secrecy with regard to any facts, information, knowledge, data or other matters of which they become informed or aware in the performance of the contract or in any other manner. Such facts, information, knowledge, data or other matters may not in any way be disclosed to third parties without the express prior written authorisation of the other Party;
not to undertake any acts and/or omissions that may cause damage and/or prejudice to their own activities or those of the other Party;
not to engage in any acts of unfair competition;
to perform the contract with the degree of diligence required by its nature;
not to assign or transfer this contract, whether gratuitously or for consideration, to third parties, unless otherwise agreed in writing;
to act transparently and in good faith, informing the other Party of any impediment or limitation, as well as of any information, data and/or document useful and/or necessary for the performance of the contract. Such information shall be communicated to the other Party immediately and, in any event, no later than 48 hours after becoming aware of the relevant circumstance, in writing by email.
Art. 8 – Customer’s Obligations
In addition to the provisions set forth in the other articles of these General Terms and Conditions of Sale, the purchasing Customer shall:
verify whether any specific requirements and/or regulations applicable in the country of final destination of the supplied goods exist that differ from those applicable in Italy. The Customer undertakes to communicate the outcome of such verification during the pre-contractual stage, i.e. at the time of requesting the offer, and assumes full and exclusive responsibility for such verification, with the complete exclusion of any recourse against Medifly S.r.l. on any grounds whatsoever;
refrain from using, for purposes other than those contemplated by the contract, any drawings and technical information relating to the supply, which are and shall remain the property of Medifly S.r.l., which holds the relevant rights. Accordingly, no data, information and/or document may be delivered, reproduced and/or transmitted, in whole or in part, whether in writing or orally, directly or indirectly, to any third party without the prior written authorisation of Medifly S.r.l.
Art. 9 – Warranty, Liability and Defects
Medifly S.r.l. warrants its Products against defects for a period of one year from delivery, pursuant to Article 1495 of the Italian Civil Code.
The warranty shall in any event be conditional upon submission of a copy of the sales invoice, including the date of supply, the type of product and all relevant product identification details.
The warranty shall apply exclusively to proven manufacturing or material defects.
The above warranty shall apply provided that the Product has been used correctly, in accordance with the best industrial and technical practices and with the instructions contained in the technical documentation issued by Medifly S.r.l.
Defects resulting from normal wear and tear, tampering, incorrect or improper use shall be excluded from the warranty where caused by the Customer or by persons acting on the Customer’s behalf.
Medifly S.r.l. warrants that the supplied Products conform in terms of quality and type to the specifications set out in the contract and to the indications provided in the catalogue.
Medifly S.r.l. shall assume no liability, whether in whole or in part, for any malfunction of machines, plants, equipment and/or systems manufactured or assembled by the Customer or third parties using Medifly S.r.l. Products, even where the individual Products have been assembled or connected in accordance with diagrams or drawings suggested by Medifly S.r.l.
Medifly S.r.l. shall under no circumstances be liable for any damage, loss or additional costs arising out of or in connection with the Customer’s use of, or inability to use, the Product for any reason whatsoever; negligent or otherwise inadequate maintenance of the Products; improper or incorrect handling or storage; unauthorised and/or improvised repairs carried out by the Customer; modifications and/or alterations to the Products not authorised by Medifly S.r.l.; or circumstances caused by chemical, electrical, climatic or environmental agents that were not foreseen or foreseeable and/or were not disclosed by the Customer during the pre-contractual stage.
Following verification of the relevant case, Medifly S.r.l. shall carry out the necessary remedial activities, at its sole and final discretion, within a reasonable period taking into account the nature and extent of the claim.
In the event of replacement of defective Products, Medifly S.r.l. may require the Customer to return the defective Products, which shall thereupon become the property of Medifly S.r.l.
Products returned under warranty shall not be accepted unless their return has been previously authorised by Medifly S.r.l.
In any event, obsolete Products, Products that are not new, or Products supplied in non-original packaging shall not be accepted for return.
If the defects reported by the Customer are found not to be attributable to Medifly S.r.l., all direct and indirect costs relating to technical assistance shall be borne by the Customer, unless expressly agreed otherwise.
The warranty provided for in this Article shall apply only if notices of defects are received by Medifly S.r.l. in writing, by certified electronic mail (PEC) at medifly@pec.medifly.it, or by registered letter with acknowledgment of receipt sent to the Company’s registered office, within eight days of discovery of the relevant defect, pursuant to Article 1495 of the Italian Civil Code.
Such notices shall be considered only where they are accompanied by evidence of the purchase of the goods, the problems encountered, the date on which the alleged defect became known, and evidence that the goods had become unusable or that their usability had been substantially reduced prior to the transfer of risk from Medifly S.r.l. to the purchasing Customer.
In any event, the Customer shall forfeit its warranty rights if it fails to allow Medifly S.r.l. to carry out any reasonable inspection of the Products. In such case, the Customer may not seek termination of the contract or demand a reduction in the purchase price.
Art. 10 – Termination of the Contract
The contract shall be terminated in the following cases:
breach of the contract;
expiry of the final term agreed therein;
legal disqualification and/or incapacity of the purchasing Customer’s legal representative;
insolvency, liquidation or the Customer’s becoming subject to insolvency or restructuring proceedings provided for under the Italian Business Crisis and Insolvency Code;
sanctions, investigations and/or criminal charges against the purchasing Customer or its legal representative by national, European or international authorities.
Withdrawal from the contract must be notified by certified electronic mail (PEC).
In any event, the following shall remain unaffected:
any rights held by Medifly S.r.l., including, by way of example, receivables and payment claims;
Medifly S.r.l.’s right to take any action, including an action for damages, to protect its rights and interests.
Art. 11 – Anticipated Non-Performance
Without prejudice to the other provisions of these General Terms and Conditions of Sale, Medifly S.r.l. shall be entitled to suspend, upon written notice by email, the performance of its obligations where the Customer is in breach of one or more of its obligations or where circumstances indicate that the Customer will be unable to perform its obligations.
All deadlines shall automatically be suspended in favour of Medifly S.r.l., and no performance shall be due until the Customer has remedied its breach or provided adequate security.
Unless otherwise provided for in these General Terms and Conditions of Sale, Medifly S.r.l. shall bear no liability, even partial, for loss of production, loss of profit, loss of use, loss of contracts or any other direct and/or indirect loss.
Art. 12 – Patents and Industrial Property
Medifly S.r.l. shall retain exclusive ownership of all rights relating to trademarks, industrial inventions, know-how and any other intellectual property rights relating to the Products sold.
Medifly S.r.l. shall assume no liability for any infringement of third-party industrial property rights arising from the production and sale of Products manufactured on the basis of designs, drawings, instructions and/or technical specifications supplied by the Customer. In relation thereto, the Customer shall be held exclusively liable.
Art. 13 – Final Provisions
Any derogation from the provisions of these General Terms and Conditions of Sale must be agreed between the Parties in writing. Accordingly, any oral statement and/or conduct, even if repeated, by either Party that does not correspond to these terms and conditions shall not prejudice Medifly S.r.l.’s right to demand compliance with, application of and adherence to these General Terms and Conditions.
The invalidity of any individual clause shall not affect the validity of the remaining provisions. In such event, the invalid clause shall be replaced by a valid clause that comes as close as possible to the original clause, including its economic substance.
Any tolerance shown in respect of breaches of these General Terms and Conditions of Sale shall in no way be construed as a waiver of the right to exercise any rights and/or remedies provided for herein.
The contract entered into on the basis of these General Terms and Conditions of Sale may not be assigned or transferred, in whole or in part, without the prior written agreement of the Parties.
Art. 14 – Governing Law and Jurisdiction
All contracts entered into with Medifly S.r.l. shall be deemed to have been concluded in Italy and shall be governed by Italian law.
Any dispute relating to the interpretation and/or performance of these General Terms and Conditions of Sale and/or of the relevant contracts entered into on the basis thereof shall be subject to the exclusive and mandatory jurisdiction of the Court of Modena, Italy.
Art. 15 – Code of Ethics and Italian Legislative Decree No. 231/2001
Medifly S.r.l., recognising the need to ensure an ethical approach in the conduct of its activities, based on clear principles of integrity, transparency and impartiality, has adopted, in accordance with its corporate policies, an Organisation, Management and Control Model pursuant to applicable legislation and has also prepared and adopted its Code of Ethics, which is made available upon request.
These documents form an integral part of these General Terms and Conditions of Sale and are available on the official website of Medifly S.r.l.
Art. 16 – Processing of Personal Data
The purchasing Customer authorises Medifly S.r.l. to collect, process and retain personal data and any other data, information and/or documents provided to it.
The Data Controller is Medifly S.r.l.
Such processing:
shall be carried out in accordance with the principles of lawfulness, fairness, transparency, proportionality, necessity, accuracy, completeness and security, as well as with all applicable legal obligations;
shall comply with the applicable national and European legislation;
shall be carried out by digital and/or paper-based means by the Data Controller and by any Data Processors and/or persons authorised to process personal data, where appointed;
shall be carried out solely for the proper and complete performance of the existing contract;
shall be necessary for the purposes described herein. The data, information and/or documents collected may be disclosed to third parties only where such disclosure is useful, instrumental and/or necessary for the purposes of the processing.
Personal data shall also be processed for purposes required by applicable legislation, including, by way of example, tax legislation and anti-money laundering regulations.
Any refusal by the purchasing Customer to provide such data shall make it impossible to fulfil the purposes of the processing.
Personal data shall not be disseminated.
Personal data may be transferred to countries within the European Union and to third countries for the purposes specified herein.
Pursuant to Articles 15 (Right of access), 16 (Right to rectification), 17 (Right to erasure), 18 (Right to restriction of processing), 20 (Right to data portability) and 21 (Right to object) of EU Regulation 2016/679 (GDPR), the purchasing Customer may at any time request access to, rectification or erasure of its personal data and/or restriction of the processing thereof, or object to such processing, as well as exercise its right to data portability, by sending a written communication by certified electronic mail (PEC) to medifly@pec.medifly.it or by registered letter with acknowledgment of receipt addressed to the Company’s registered office, for the attention of the Data Controller.
The purchasing Customer may also lodge a complaint with the competent supervisory authority.
By entering into the contract with Medifly S.r.l., the purchasing Customer gives its consent to the processing of its data for the purposes and according to the methods described above.
Such consent shall remain valid until withdrawn in writing by means of a notice sent by certified electronic mail (PEC) to medifly@pec.medifly.it or by registered letter with acknowledgment of receipt addressed to the Company’s registered office.
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