Terms e conditions

1.1 These General Conditions of Sale regulate the purchase and sale contracts concerning the products of Riels Instruments S.r.l. with registered office in Ponte San Nicolò (PD), Viale Spagna n. 16, C.F. 02488080280 registered in the Business Register PD- 233044 at the Chamber of Commerce of Padua, e-mail riels@legalmail.it

2.1 The following definitions apply in these General Conditions of Sale:
● Seller: the company Riels Instruments S.r.l. as idenfied above;

● Customer: the person acng in the exercise of his entrepreneurial, commercial, arsanal or professional activity;

● Pares: jointly the Seller and the Customer;

● Site or Website: the website owned by the Seller on which these General Condions of Sale are published;

● General Condions these General Contract Condions;

● Products: the products sold by Riels Instruments S.r.l. and indicated on its Site or in the Catalogues;

● Order: the purchase request made by the Customer to the Seller;

● Order Confirmaon: the document that validates the Order request.

3.1 These General Conditions govern the sale of the Products by the Seller to Customers and regulate the relationship between the Parties.

3.2 These conditions are considered accepted by the Customer once the Order has been sent to the Seller.

4.1 In cases where the Order is executed via the Website, the User must register.

4.2 Registration coincides with the opening of an account and can be done at any time.

4.3 To proceed with registration, the User must follow the procedure provided on the Site.

4.4 The registration procedure allows the Seller to guarantee the personality of the account and try to avoid abusive registrations.

4.5 During registration, the User expressly accepts these General Conditions.

4.6 The User guarantees in any case the completeness, correctness and truthfulness of the data provided. In particular, the User guarantees that he: a) is an adult and capable (if a minor, registration, data entry and the purchase procedure must be carried out by a parent or in any case by an adult); b) meet the requirements required at the time of registration or order;
c) be the legitimate owner of the data entered, to be considered true, correct and updated;
d) observe all legal and contractual regulations applicable to the relationship with the Seller;
e) undertake to respect the provisions dictated by national legislation with particular reference to the mandatory rules relating to public order and morality; f) do not transfer your Credentials to third parties.

4.7 The Seller reserves the right not to accept the registration or order request, as well as to remove a User in all cases in which abuse, irregularity, incorrectness and the like may be identified.

4.8 The User is solely responsible for accessing the Site using his/her Credentials and is responsible for all operations carried out on the Site using the Credentials themselves.

4.9 In any case, the User undertakes not to use the registration and the connected Services for purposes of profiling other Users, direct or indirect marketing, competition, industrial espionage, as well as for any other purpose that is in conflict with the Site and the Services.

4.10 All data communicated by Users to the Seller will be processed in compliance with EU Regulation 2016/679 (GDPR) and the Privacy Code, according to the Information on the Site and accessible at the following https://www.riels.it/it/ general conditions of Sale/ The e-mail address provided allows the Seller to notify the User of all messages relating to the Services, products and the Site in general.

5.1 The Seller carries out, as its main activity, the trade of products and services for industrial automation, with specific skills relating to flow, pressure, level, flow, temperature and humidity measurements. The information and characteristics relating to the Products are indicated and illustrated on the Site within each product sheet, or in the dedicated Catalogues.

5.2 The graphic representation of the Products proposed on the Site or in the Catalogues, where available, as well as the images and colors correspond to the photographic image of the Products themselves. These images have the sole purpose of presenting the Products for sale, without any guarantee or commitment from the Seller regarding the exact correspondence between the image depicted on the Site and the actual

Product.

6.1 The prices are indicated in each product sheet or in the price list at the time of the Order, net of any charges, duties, taxes, any customs duties, transport costs and/or insurance costs and/or costs for special packaging, licenses for import or anything else, which are the sole responsibility of the Customer. VAT, if due, will be calculated when the Order is executed, based on the country of destination of the goods or in any case based on the legislation in force and applicable to the Order itself.

6.2 The price of the Products is intended to be delivered ex warehouse of Riels Instruments S.r.l.

6.3 Any other additional expense, such as for example shipping costs as well as taxes and any other additional costs will be promptly reported during the order phase and counted separately, in addition to the price of the product itself, highlighting lastly the total cost of the product. sale.

In any case, the Customer is asked to verify any possibility of refunds of VAT or other taxes applicable to his country, if he is not an Italian citizen or in any case requests shipment to a place outside the Italian Republic, provided that both cases within the European Union.

6.4 In case of delivery outside the European Union, it is the Customer's responsibility to pay customs duties or any other taxes relating to the importation of the products into the country where the delivery will be made. In any case, the Customer is solely responsible for verifying the possibility of importing the products ordered with regard to the law of the territory of the country of delivery.

6.5 Any discounts applied to the Customer by the Seller will be indicated when confirming the Order.

6.6 The Seller reserves the right to unilaterally modify the discounts applied to the Customer and the prices shown in the catalogues/price lists, even in cases where the adjustment is due to circumstances beyond the Seller's control (by way of example: an increase in the price of raw materials, and in the cost of labor or changes in exchange rates).

7.1 Depending on the case, the purchase can be concluded with the following procedure:

a) by email by contacting the Seller's contact details or his Agents;

b) directly at the headquarters;

c) online through the Website.

a) Conclusion of the order via email by contacting the Seller's direct contact details

In these cases, to conclude the contract the Customer must send the Order to the Seller's e-mail address, indicating the quantity and quality of the desired Products, his/her personal details, the shipping address and any other information suitable for identifying the Products you intend to purchase in a certain and unequivocal manner.

Without prejudice to any different provision agreed with the Seller, the conclusion of the order entails confirmation of the customer's responsibility in the technical choice of the product. The Seller reserves the right to accept the Order.

Acceptance occurs through the Seller sending to the Customer, to the email address from which the request was received, the Order Confirmation together with a summary of the same and these General Conditions or in any case to the email address of the person company reference.

The Customer must confirm, by email, to the Seller the summary of the Order received.

The conclusion of the sales contract will take place when the Customer communicates his confirmation of the Order summary to the Seller via e-mail, giving the go-ahead to proceed.

The Customer is responsible for returning these signed General Conditions to the Seller.

The Customer also has the burden of verifying the correctness of the data and promptly reporting any errors or omissions to the Seller.

The Seller reserves the right to evaluate any quantitative limits on the purchase of products and to suspend the Order if the number of products ordered is unjustifiably high: in this case, the Customer will be promptly contacted for the relevant information.

The Seller reserves the right to suspend acceptance of the Order in the cases provided for in these General Conditions and, even, not to accept the Order itself in some cases, for example in the case of unavailability of the Product.

The Customer can directly conclude the Order at the Seller's headquarters. In such cases the procedure for concluding the Order will be the one communicated to the Customer at the time of execution of the Order itself.

c) conclusion of the online order through the Website The User can proceed with the Order only after registering, please read the provisions of point 3. of these General Conditions. All products offered for sale on the Site are illustrated and described in the respective information sheets.

The publication of the Products on the Site constitutes an invitation to the User to formulate a contractual purchase proposal and entails complete knowledge and full acceptance of these General Conditions. The purchase procedure is indicated on the Site. To conclude the contract, the User must complete the Order Form in electronic format and send it to the Seller electronically, following the relevant instructions.

The Order Form contains a reference to these General Conditions, as well as a summary of information on the essential characteristics of each product ordered and the relative price (including all applicable taxes and duties), the means of payment and delivery methods. of the products purchased, shipping costs, the conditions for exercising the right of withdrawal where applicable and the methods and times for returning

the products.

The Purchase Order is considered placed at the time of the validation "click" by the User.

Acceptance of the Order by the Seller occurs by sending a confirmation email to the email address communicated by the User.

Please note that during the shipping phase the Seller carries out a further check of both the quality and the actual availability of what was ordered and therefore reserves the right to cancel the order or part of it if defects in conformity of the Products ordered are found. , or in the event that said Products are no longer available. In such cases the Seller will refund the amount paid by the Customer within 48/72 hours.

The Seller reserves the right not to accept the Order or to suspend it in the cases provided for in these General Conditions, such as in the case in which the quantity of goods ordered is unusual and there is suspicion of any incorrect behavior on the part of the Customer.

The conclusion of the sales contract will take place only when the purchase proposal receives the Seller's order confirmation.

7A. WITHDRAWAL AND RETURNS

7A.1 Without prejudice to the above regarding the product warranty, the Seller expressly declares that these Conditions of Sale exclude the right of withdrawal by the Customer and therefore returns are not accepted.

8.1 Once the Order has been placed, the Customer must pay the price of the requested Products, taxes and additional costs according to the methods indicated by the Seller in the Order Confirmation or in any case in the Website Form.

9.1 If the Products are delivered before the full payment of the total sum due, the sale is in any case considered to be carried out with a retention of title agreement. Therefore, in the absence of payment or, in the case of payment in installments of the products, they remain the exclusive property of the Seller until final payment.

9.2 The Seller reserves the right to claim the products delivered in the event of non-payment, provided they are new and intact in their packaging. In this case and upon request of the Seller, the Customer undertakes to promptly return any unpaid Product, at his own expense.

9.3 In the event of partial payments after the invoice expires, these advance payments will be charged, in order, to expenses, interest and principal, and different charges will not be accepted.

9.4 Delays in payment of more than 10 days will entitle the Seller to suspend the preparation, delivery and/or installation of the products and/or any other orders in progress and to withhold any sums collected as a penalty, without prejudice to compensation for greater damage.

10.1 The Order will be processed within the terms specified in the Order Confirmation by the Seller; they are neither binding nor essential and are indicative in nature.

10.2 In this regard, the moment of actual shipment will be deemed to be the delivery of the goods to the courier in the case of a courier indicated by the Seller and, in the case of a courier chosen by the Customer, the date of communication of availability for collection at the Seller's warehouse . In the absence of precise indications, the products will be shipped by the means deemed most suitable by the Seller, without the latter's responsibility for the choice.

10.3 Unless otherwise agreed with the Seller, in the case of an Order relating to a single Product, the delivery terms coincide with those indicated for the same Product. In the case of an Order relating to multiple Products, unless otherwise indicated, the Order itself will be processed in a single solution according to the delivery times of the Product with the longest terms.

10.4 At the time of delivery, it is up to the Customer to verify the content, conformity and condition of the Product.

Especially checking - that the number of packages (packages) received is equal to that marked on the transport document (or courier's delivery note);

- that the quantity of the goods corresponds to that of the Order placed;

- that the external condition of the packages does not show any damage or signs of tampering.
10.5 In the event that an anomaly is found, the Customer must sign the transport document by writing "goods accepted with reserve", or similar phrase, specifying the type of anomaly found. If acceptance with reservation is not reported with the specification of the anomaly found, returns may not be accepted due to problems due to transport. In any case, the reservations communicated verbally to the courier have no legal

value.

10.6 If delivery takes place via a courier chosen by the Customer, the Seller will not be liable for any breakages/damage to the goods caused during transport.

10.7 In the event that the Customer accepts the package with reservation, he must immediately notify the Seller.

11.1 If the Customer delays the collection or receipt of the products, the Seller reserves the right to proceed with their advance invoicing with the relative effective date of the payment terms.

In any case, the Buyer remains responsible for parking costs and any other charges and responsibilities for the storage and safekeeping of the products.

11.2 If the Customer refuses the supply/delivery of the products or individual lots, the Seller will have the right to terminate the Contract and to sell the uncollected products as best as possible, without prejudice to the right to compensation for greater damages. Orders relating to Products customized specifically to meet specific Customer needs become irrevocable once production or procurement of the components of the Products themselves has started and cannot be cancelled.

11.3 If within 10 working days from the notification of goods ready sent by the Seller, the Customer fails to collect the goods, whether or not requesting cancellation of the order and, in any case, failing to pay the amount due, the Seller will have right to terminate the Contract and to retain, in addition to the goods, any sums already collected (as a deposit or otherwise), as a penalty and without prejudice to compensation for further damage.

12.1 Product warranty: the Products all comply with the information regulations on the parts that compose them and with other applicable regulations.

12.2 Legal guarantee: the guarantee of conformity of the goods sold concerns defects in the Product which are such as to make it unsuitable for the use for which it is intended or such as to appreciably reduce its value. In such cases, the Customer must, under penalty of forfeiture, notify the Seller of the presence of defects within eight days of their discovery. In any case, the action expires one year after delivery.

The guarantee is not due if at the time of the contract the Customer knew of the defects of the item or if the defects were easily recognizable by the same.

12.3 Conventional ("commercial") guarantee: in any case the Seller indicates whether a conventional ("commercial") guarantee is provided for the Product and, if so, illustrates the terms and conditions. The possible presence of a conventional guarantee does not affect the legal guarantee.

12.4 The guarantee will not apply in cases where defects in the Product are due to:

- damage caused during transport;

- negligent or improper use of the same;

- failure to comply with the Seller's instructions relating to the operation, maintenance and conservation of the Products;

- repairs or modifications made by the Customer or third parties without the prior written authorization of the Seller.

12.5 In the event of the existence of defects or discrepancies reported, the guarantee will be limited, at its discretion, to their free repair or replacement, within the normally necessary times, or to the issuing of a credit note for the invoice value of the product recognized as defective , by way of consensual and definitive definition of any damage claimed by the Customer or third parties, excluding any other legal or conventional

guarantee or right to reimbursement of any expenses or compensation for direct or indirect damages.

13.1 In case of force majeure, the execution of the Order will be suspended.

13.2 Cases of force majeure, in addition to those normally considered, are considered to be total or partial strikes, internal or external to the Seller's company, blocking of means of transport or supply for any reason, government or legal restrictions, IT failures. or electricity, blocking of elecommunications including networks and in particular the internet, pandemics, atmospheric events, riots, fire, theft.

14.1 The Site, the registered trademarks, the domain name, the company name and any other distinctive sign of the Seller or referable to the Seller, the designs, the technologies used and any other asset subject to intellectual and industrial property relating to the Seller and the rights any further information that derives from it, is the exclusive property or license for use of the Seller, who is also the owner of the intellectual property rights of the Site and the right to disseminate all the elements contained therein and, in particular, the contents, of the drawings, texts, photographs, for which he has obtained the necessary authorizations from the interested parties, unless otherwise indicated.

Consequently, partial or total reproduction, on any type of support, the use of the elements that make up the Site, their use as well as their transfer to third parties are formally prohibited.

14.2 It is therefore forbidden to copy, disclose and modify contents protected by copyright, registered trademarks, designs, patents or other intellectual and industrial property rights of the Seller.

14.3 Without prejudice to the above, the Seller also offers for sale Products or Services branded by third parties or its own Products or Services that indicate third party brands, such as compatible products or assistance services on third party branded products. In any case, the Seller reserves the right to indicate other people's brands in exercising the principle of exhaustion of industrial and intellectual property rights, or when this is necessary to be able to indicate and describe certain Products or Services on sale or when this is necessary to indicate the destination of a Product or service, in particular as compatible elements or destinations, accessories or spare parts, or finally in any other case this is permitted by law.

15.1 The sales contract is terminated by law, pursuant to art. 1456 Civil Code, in all cases of violation of the rules of these General Conditions and in particular of the following ones:

9) Failure to pay;

11) Delay or failure to collect;

14) Industrial and intellectual property rights

15.2 The legal termination is perfected when the Seller communicates in writing to the Customer the desire to make use of this clause, indicating the circumstance, among those provided above, that it believes to have occurred.

16.1 The Seller does not grant the exclusive right for the sale of the Products indicated in the Order confirmation and its Products in general.

17. NULLITY OR INEFFECTIVENESS OF THE CLAUSES

17.1 If a clause of these General Conditions is found to be null or ineffective, any nullity or ineffectiveness will not extend to the remaining clauses, which will therefore continue to remain valid and effective.

18.1 The Seller reserves the right to modify, at any time and without notice, the content of these General Conditions: the relationship will be governed by the text of the General Conditions at the time of conclusion of the Purchase Order.

19.1 Failure to exercise a right by the Seller does not represent any waiver of taking action against the User or against third parties for the violation of undertaken commitments. The Seller, therefore, reserves the right to assert its rights in any case, within the terms granted.

20.1 The Customer is invited to carefully read the information on the processing of personal data (Privacy Policy) provided pursuant to articles. 13 and 14 of Regulation (EU) 2016/679 (GDPR) as well as the Italian legislation in force as communicated by the Seller and with the acceptance of these General Conditions provides consent to the processing of personal data for the purposes and according to the methods indicated in the aforementioned information. The Customer's personal, corporate and fiscal data, acquired directly or indirectly by the Seller, will be collected and processed in paper, computer or telematic form, exclusively for the purpose of allowing the execution of purchase orders. The data acquired by the Seller will be kept for a period of time not exceeding that necessary for the purposes for which they were collected and subsequently processed, or for a period not exceeding that established by legal obligations. However, their removal will take place safely. For anything not expressly provided here, reference is made to the aforementioned information which the Customer declares to have received, viewed and understood.

21.1 The General Conditions are governed exclusively by Italian law, by the community regulations of the European Union and by the International Conventions that have effect and are recognized in the Italian Republic.

22.1 For any dispute inherent to the interpretation, execution and termination of these General Conditions and the resulting sales relationship, the Italian Judicial Authority has exclusive jurisdiction and the Court of Padua is exclusively competent, without prejudice to the mandatory and exclusive jurisdiction of the Court of Venice, Specialized Section on Business matters, for the cases expressly provided for by the applicable legislation.

22.2 This is without prejudice to any exclusive and mandatory jurisdictions and competences provided for by sector legislation.

23.1 Any communication between the Parties will be considered valid and effective if made to the addresses indicated below:

- for the Seller: the e-mail address info@riels.it or the PEC riels@legalmail.it or the address of the registered office;
- for the Customer: the e-mail address from which the Order comes, or the address of the registered office or the address of residence.

Pursuant to and for the purposes of articles. 1341 and 1342 of the Civil Code, the Customer declares to have read and understood these General Conditions, which are approved in their entirety and specifically with regard to the following clauses:

11. Delay or failure to collect;

12. Warranty;

15. Express termination clause;

21. Applicable law;

22. Jurisdiction and competent court.