General Sale Conditions
General Sale Conditions
1 – GENERAL SALE CONDITIONS – These General Sale Conditions govern the purchase contract between "Diapath" (hereinafter referred to as "Seller") and the customer (hereinafter referred to as “Customer”), who purchases the products put on sale on the site www.shopify.com (hereinafter referred to as “Products”). The purchase of the Products, including in vitro diagnostic devices (IVD), is reserved exclusively to authorized professional operators active in the healthcare and diagnostic laboratory sectors, including physicians, clinical analysis laboratories, pathology, cytology and histology laboratories, as well as other authorized facilities and professionals, holding a VAT number and classified under an ATECO/NACE code consistent with the relevant activity carried out, in particular within the field of clinical/diagnostic laboratory activities. The use of the Products is permitted exclusively for the “intended use” indicated in the “Instructions for Use” (IFU) relating to the relevant Product, always available in their updated version on the website www.diapath.com. For further warnings, limitations and precautions for use, reference is also made to the safety data sheet of the relevant Product, available upon request sent by e-mail to customerservice@diapath.com.
The Customer, by placing an order with the electronic confirmation of the ORDER SUMMARY, acknowledges having read and accepted these General Conditions of Sale and undertakes to fulfill all the obligations set forth herein towards the Seller.
The Seller reserves the right to amend or supplement these General Conditions of Sale, including in order to comply with applicable laws or regulations. Any such amendments shall be communicated to the Customer and shall apply only to orders placed after the date of their publication on Diapath website. In any case, the version of the General Conditions of Sale in force at the time of the order shall apply to that order.
2 – ORDERS – When the Seller receives the order sent by the Customer, it will send, by e-mail, the SUMMARY OF THE ORDER, where all the information relating to it will be specified, which shall not be deemed as order acceptance. The order will be considered accepted and the contract concluded only upon sending by Seller, by e-mail, of the ORDER CONFIRMATION complete with all the other information necessary for exact billing and correct delivery of the goods. The execution of the contract shall be conditional upon the successful receipt of payment.
The Seller reserves the right not to accept orders for products that are not available at the time of the order. In such case, the Customer shall be informed by e-mail and no contract shall be deemed concluded. Any amounts already paid by the Customer shall be refunded.
In the event that, after the Order Confirmation has been sent, the ordered products become unavailable for reasons not attributable to the Seller, the Seller shall promptly inform the Customer and refund any amounts already received.
In such case, the Seller shall not be liable for any damages arising from the inability to process the order, except in cases of wilful misconduct or gross negligence.
3 – PRICES - The price shown on each model of Products is exclusive of VAT, where applicable. Unless otherwise expressly agreed, the prices include all costs related to the delivery of the products to the Customer, including transport costs and any customs duties or import charges.
No additional charges shall be borne by the Customer in relation to transport or importation of the goods.
However, the Customer shall provide complete, accurate and correct information for the delivery of the goods. Any additional transport or delivery costs arising directly from inaccurate, incomplete or incorrect information provided by the Customer (including, but not limited to, incorrect delivery address or failure to receive the goods) shall be borne by the Customer and delivery of the goods shall be subject to payment of such additional costs by the Customer.
4 – SHIPPING – Products shall be shipped by Seller within five (5) working days as of issuance of the ORDER CONFIRMATION and receipt of the payment in full, unless otherwise specified in the description of the relevant Products, in which case the shipment timing as indicated shall prevail. The delivery times indicated by the Seller are indicative only and not binding. However, the Seller shall use reasonable efforts to comply with such delivery times. The Seller shall not be liable for anticipated delivery or delays in delivery to the extent that such delays are due to causes beyond its reasonable control or not attributable to the Seller, except in cases of wilful misconduct or gross negligence.
The goods shall be delivered to the destination indicated by the Customer upon placing of the order. Periods of absence at the address indicated or other communications useful for delivery must be communicated in the order notes field, to avoid unnecessary storage costs, which will in any case be charged to the recipient. (See ART. 2 – ORDERS).
5 – TRANSPORT - The goods are shipped to the destination indicated by the Customer upon placing of the order and reported on the "ORDER CONFIRMATION" by National and International Couriers, properly packaged and complete with transport documents. The related cost is already included in the price on some products on which "free shipping" is highlighted and on others it will be calculated automatically at the time of purchase after specifying the relevant destination. This service, both with "free shipping" and with "subsequent charge", always refers to goods delivered at ground floor level, at curb side at the address indicated by the Customer. The risk of loss or damage to the goods shall pass to the Customer upon delivery of the goods to the carrier.
6 – PAYMENT - The payment of the ordered goods can be made in the following ways:
a) when placing the order, with credit cards or shopify payment, the safest online payment system. The debit takes place simultaneously with the conclusion of the online transaction. Where payment is made in advance, the relevant amount shall be charged at the time of the order. Such payment shall be considered as a prepayment pending acceptance of the order by the Seller. In case of non-acceptance of the order, the Seller will refund the paid amount by transferring the amount from the interbank circuit of the credit card. The Seller reserves the right to request additional information and documentation from the Customer that can prove ownership of the Credit Card used. In the absence of this required documentation, the Seller reserves the right to refuse the order.
b) by bank transfer in advance to be made upon receipt of the ORDER SUMMARY. All the data to make the transfer are shown on the final page of the purchase procedure. The purpose of the transfer must include the number and personal details of the order holder. Any discrepancies between the data communicated by the Customer to the order and the data entered on the bank transfer could cause delays in the acceptance of the order by the Seller.
7 – DELIVERY OF GOODS – VERIFICATION - At the time of delivery of the goods, before signing the delivery note that the operator who makes the delivery will ask to sign, the Customer is required to verify:
- that the number of packages delivered corresponds to what is indicated in the transport document. In case of discrepancy, however, collect the goods and report on the delivery note, in detail, the number of packages actually collected. Said discrepancy must be communicated immediately, via e-mail, to the Seller.
- that the packaging is intact (not wet, punctured, folded or otherwise) and not altered even in the closing tapes.
In the event of obvious breakages, damage or tampering with the packaging, the customer must write on the delivery note, in detail, SPECIFIC RESERVATION OF THE GOODS DUE TO DAMAGED PACKAGES RECEIVED, and immediately notify the Seller via email within five (5) days as of delivery.
In the event of evident damage to products not yet collected, the customer can refuse delivery by indicating the reason for the non-collection on the waybill and immediately notify the Seller via e-mail.
In order to protect against hidden damage caused by transport, however, it is advisable to always report on the waybill the words "GOODS COLLECTED WITH RESERVE OF INSPECTION" even if the packaging is intact and without any alteration. Any hidden damage detected must be communicated to the Seller, within 05 days of receipt of the goods, by e-mail with return receipt. (see par. 10 RIGHT OF REPLACEMENT FOR DAMAGES CAUSED BY TRANSPORT).
8 – INVENTORY - In case of impossibility to effect the delivery for reasons due to the Customer, the goods will remain in storage at the customer's disposal for a maximum of five calendar days, after which they will be returned to the sender. The Seller does not assume, for any reason, any costs of storage of the goods or those relating to the return, which will be borne entirely by the Customer. For this purpose, it is necessary for the Customer to specify, on the PURCHASE ORDER form, all the information requested by the Seller in order to eliminate this unnecessary increase in costs.
9 – CLAIM PROCEDURE - Any claim procedure shall commence with a written notice to be sent to the following e-mail address, containing all details of the claim: claims@diapath.com
Claims about PRICE and billing. Any claim regarding the price and invoices issued by DIAPATH shall be risen by Customer in writing within one (1) month as of issuance of the relevant invoice. Claims about price and billing, not risen within such deadline shall be deemed to have been waived by Customer and shall not be accepted any more by DIAPATH.
Claims upon delivery, With regards to claims for any visible damage, shortage and/or other logistics discrepancies upon delivery of the Products under Article 7 hereabove, such claims shall be notified to the Seller within ten (10) days as of receipt of the Products, otherwise no claim for visible damage, shortage or discrepancies, may be accepted by the Seller. The claim shall be supported by evidence of the date of receipt, photographic report and detailed description of the damage, shortage and/or logistic discrepancy. These claims shall be sent to DIAPATH through a specific form (MCQ205), to be downloaded on the Seller website (https://www.diapath.com/) filled in each part.
With regard to claims for functionality, any claims concerning the Products’ functionality, for defects in manufacturing, shall be risen within the Product’s shelf life and within eight (8) days as of discovery. These claims shall be sent to the Seller through a specific form (MCQ205), to be downloaded on DIAPATH website (https://www.diapath.com/), filled in each part.
Seller reserves the right to verify any claim filed according to this procedure and to assess whether it shall be accepted. Seller will not accept any return of the goods if not previously agreed with Seller in writing. In particular, after receipt of the claim form filled in by the Customer, the Seller will, within ten (10) working days, communicate its decisions giving the authorization, or not, to the return of the defective material, with the eventual shipment, via e-mail, of a document that must be attached to the goods to be returned. The material must be sent to the address that will be communicated.Should any Product be reckoned as defective by Seller i.e. not in compliance with the user manual or the technical specifications (‘’DEFECTIVE PRODUCT’’), Seller shall only be bound, at its choice, to promptly:
a) replace the DEFECTIVE PRODUCT at no charge for Customer or
b) return to Customer the price paid for the DEFECTIVE PRODUCT, or
c) properly fix the DEFECTIVE PRODUCTS granting his fully functionality.
The relevant transport costs for the replacement, both those for the return of the goods and those for the replacement, shall be borne by the Seller.
The Seller shall not bear any additional responsibility towards Customer or any third party, in particular, without limitation, with express exclusion of loss of profit, direct and indirect damages, loss of market and/or client, damage to the image.
The Seller shall bear no responsibility and shall not accept any claim for any problem deriving from an improper and/or not authorized use of the Products, for any modification, misuse, or mishandling (including improper storage) of the Products by the Customer or any third party. Should any third party rise a claim towards the Seller in such connection, Customer will fully indemnify and hold the Seller harmless.
10 – CUSTOMER GUARANTEE - The Seller warrants that the Products conform to the declared technical specifications, is free from manufacturing defects and are suitable for their intended use.
The warranty shall not apply to defects or damages resulting from improper or abnormal use of the Product, negligence, improper maintenance (such as, without limitation, to cleaning with improper products or means), failure to comply with the Seller’s instructions, or use not consistent with the intended purpose of the Products or use by a person who is not a professional operator of the field and is not qualified for the intended use.
The warranty shall also be excluded where the defects or damages are caused by unsuitable environmental or storage conditions, including without limitation, excessive humidity, extreme temperature, and exceptional weather conditions.
In the event that the Seller determines that any of the above circumstances occurred, no free replacement, fixing or return of the purchase price shall apply.
11 – RIGHT OF WITHDRAWAL - Online sales are not subject to Legislative Decree 6 September 2005, n. 206, when concluded with professional customers.
However, the Seller voluntarily grants to the Customer, including professional operators, a contractual right of withdrawal under the conditions set out below.
This right consists in the customer's right to withdraw from the purchase contract, return the Products and request a refund of the price paid without any penalty and without indicating the reason.
To exercise this right it is necessary:
1) Send within 14 days from the date of delivery of the material by the Courier or Forwarder, a communication by email to the address shop@diapath.com indicating the invoice number, code and quantity of items.
2) Wait for approval by e-mail with which the return document will be sent and the name of the courier who will collect the goods. The customer is committed and undertakes to return the product/s to Diapath spa no later than ten working days from the date of the approval issued by the Seller to the address communicated.
3) The products must be returned intact, unused, altered, stained, wet or damaged. The products must keep the disposable seal and the inside of the packaging, which is an integral part of the goods;
The products must be returned in their original packaging complete with all its parts, the packaging must be intact, not damaged or wet or otherwise altered;
Products must be returned in a single shipment. The Seller reserves the right not to accept products from the same order, returned and shipped at different times;
4) If all the required conditions are met, and after the Seller has received the return and checked that all the requirements have been met, an email confirming acceptance of the return and refund will be sent. The reimbursement will be made as quickly as possible, and in any case within thirty days from the date on which the Seller became aware of the exercise of the right of withdrawal, once it has been verified that the withdrawal took place in compliance with the above conditions. It is not possible to change the model of the product on which the right of withdrawal is claimed with another.
If the procedures and terms for exercising the right of withdrawal are not respected, as specified in this paragraph, the right to reimbursement of the sums already paid cannot be claimed; however, it is possible to get back, at the customer's expense, the products in the state in which they were returned to the Seller. The reimbursement of the sums, in case of exercise of the right of withdrawal, will be carried out, with the same methods implemented for the payment by the Seller, in favor of whoever has paid the balance of the price.
The costs incurred for the return of the products, none excluded, are fully borne by the Seller.
5) Return of Products upon delivery are not accepted. Returns of goods on delivery are not accepted, except in cases of damaged or non-conforming goods.
6) The Seller, after checking that all the conditions mentioned above have been respected, that the condition of the Product/s and the packaging/s is in compliance with what was agreed, after deducting the costs incurred for the return of the goods, will carry out the 'credit of the products at the price indicated on the invoice, within 30 days of receipt of the goods.
12 – INFORMATION FOR THE PROCESSING OF PERSONAL DATA - Pursuant to and for the purposes of art. 13 Legislative Regulation (EU) no. 2016/679 and the General Data Protection Regulation (the "GDPR"), the following is provided:
a) the personal data voluntarily provided when completing the registration or order form, will be processed, also through the use of IT and telematic procedures, for purposes related to the management and execution of the contractual relationship, as well as for administrative and accounting purposes. Subject to the Customer’s consent, personal data may also be processed for commercial, promotional and marketing purposes relating to Diapath spa products and services.
b) the provision of personal data for contractual purposes is necessary for the performance of the contract; any refusal may make it impossible for the Seller to process the order. The provision of data for marketing purposes is optional.
c) the personal data provided may be communicated to third parties, including other companies of the group to which the Seller belongs, exclusively for the purposes indicated above and within the limits permitted by applicable law.
d) the personal data provided may be processed using electronic, automated and manual means, including, by way of example, email, telephone communications (also through automated systems), IT systems and other communication tools, in compliance with applicable data protection laws.
e) the data subject has the rights provided for by Articles 15–22 of the GDPR, including the right to access, rectify, erase personal data, restrict or object to processing, and to data portability.
f) the owner of the processing of personal data is Diapath spa - Via Savoldini n.71 - MARTINENGO (BG)
g) the data controller is Diapath spa - Via Savoldini n.71 - MARTINENGO (BG).
h) the personal data will be stored for the time necessary to fulfill the purposes for which they were collected and, in any case, for the period required by applicable laws, including accounting, tax and administrative obligations.
i) personal data may be transferred within the European Union. Any transfer of personal data to countries outside the European Economic Area will take place in accordance with Articles 44 et seq. of the GDPR.
j) for any request for information and/or clarification, please contact Diapath spa - Via Savoldini n.71 - MARTINENGO (BG).
13 – USE OF THE WEBSITE AND ACCOUNT - The website is intended for use by business customers only. Access to certain functionalities of the website may require the creation of a personal account. The Customer agrees to use the website and its account in compliance with applicable laws and these General Conditions of Sale.
The Customer is responsible for ensuring that all information provided during registration is accurate, complete and up to date.
The Customer shall be solely responsible for maintaining the confidentiality of its login credentials and for all activities carried out through its account.
The Customer agrees to promptly notify the Seller of any unauthorized use of its account or any other breach of security.
The Seller shall not be liable for any loss or damage arising from the Customer’s failure to comply with this obligation.
The Seller reserves the right to suspend or terminate the Customer’s account, with immediate effect, in the event of:
– breach of these General Conditions of Sale;
– unlawful or improper use of the website;
– provision of false or misleading information.
Such suspension or termination shall not affect any rights or remedies available to the Seller.
The Customer undertakes not to use the website:
– for unlawful purposes;
– to interfere with the operation or security of the website;
– to access data not intended for the Customer;
– to introduce viruses, malware or other harmful material.
All content available on the website, including but not limited to texts, images, trademarks and software, is the property of the Seller or its licensors and is protected by applicable intellectual property laws. The Customer shall not reproduce, distribute or use such content without prior written authorization from the Seller.
The Seller does not guarantee that the website will be continuously available or free from errors or interruptions.
Access to the website may be suspended temporarily for maintenance or technical reasons.
To the maximum extent permitted by applicable law, the Seller shall not be liable for any damages arising from:
– the use or inability to use the website;
– unauthorized access to the Customer’s account;
– interruptions or technical failures not attributable to the Seller’s gross negligence or wilful misconduct.
14 – APPLICABLE LAW – These General Conditions of Sale and any contract concluded with the Customer shall be governed by and construed in accordance with Italian law, excluding any rules of private international law.
15 – COURT OF JURISDICTION - Any dispute relating to the application, execution, interpretation and violation of these General Terms of Sale shall be referred to the exclusive jurisdiction of the Court of Bergamo.
☐ Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer hereby specifically approves the following clauses: Article 1 (right to amend or supplement the General Conditions of Sale); Article 2 (right not to accept orders; unavailability of Products and exclusion of the Seller’s liability); Article 4 (indicative delivery terms and limitation of liability for anticipated delivery or delays); Article 5 (transfer of risk of loss or damage to the goods upon delivery to the carrier); Article 7 (checks upon delivery, reservations and limitations on claims); Article 8 (storage, return of goods and costs borne by the Customer); Article 9 (claim terms and procedures, exclusive remedies, limitations of liability and indemnity); Article 10 (warranty exclusions); Article 11 (conditions relating to the contractual right of withdrawal); Article 13 (suspension or termination of the account and limitations of liability relating to the use of the website); Article 15 (exclusive jurisdiction of the Court of Bergamo).