GENERAL TERMS AND CONDITIONS OF SALE (GTC)

SCOPE OF APPLICATION

These General Terms and Conditions of Sale (hereinafter G.C.C.) govern the sale of goods and/or services sold or supplied by MOTADD SAS, (referred to herein as the “Seller”) to “Buyers”, Consumers or Retailers.

Some of the topics that will follow will have different regulations depending on whether the Buyer is a Consumer or a Retailer, always observing European directives or in the absence of national laws.

A consumer within the meaning of these GTC is a natural person who concludes a legal transaction for a purpose that is not attributed either to a predominantly commercial professional activity or to a self-employed activity. A reseller within the meaning of these GTC is a natural or legal person acting in the course of a professional, commercial or self-employed activity at the time of concluding a legal transaction.

ACCEPTANCE

An agreement is concluded only when an order is confirmed in writing by the Seller and containing (a reference to) these General Terms and Conditions of Sale. The buyer’s order is accepted only according to the following terms and conditions. If the terms stated in the Buyer’s order are inconsistent with these terms, this will constitute a counteroffer and the Buyer will be deemed to have accepted the Seller’s terms unless it has notified the contrary in writing from the Seller within 3 days of receipt of the Seller’s acknowledgment.

These terms and conditions also apply to any other agreement concluded between the Seller and the Buyer. No addition or modification of any of the terms and conditions hereof shall be effective unless made in writing and signed by both parties. These general terms and conditions of sale constitute the entire agreement between the Seller and the Buyer for the purchase order and sale of identified goods and/or services upon the Seller’s acknowledgment of the purchase order and supersede all other proposals and quotations.

The parties agree that, although these General Terms and Conditions do not accompany every product sold by the Seller, these General Terms and Conditions of Sale will govern all sales made by the Seller until the new terms and conditions are provided by the Seller to the Buyer.

The Seller reserves the right to modify the G.C.C. at any time; the current version of the G.C.C. can be consulted at the address www.motadd.com.

OFFER, PRICES AND RATES

Unless otherwise expressly agreed, all Seller offers are to all intents and purposes free of commitment until the order is confirmed by the Seller. All information found in price lists, catalogs and any other source is provided for information purposes only.

The grand total stated in the order confirmation by the Seller represents the total price to be paid by the Client.

All prices are “Ex-Works”. The applicable Price is the one published in the online Shop at the time the Orders are placed by the Customers, the price is indicated in Euro currency (€). The prices displayed on the website www.motadd.com include VAT, any recycling fees and copyright taxes.

When the Reseller enters the credentials and therefore logs in as a registered reseller to our site, the prices displayed will be INCLUDING VAT. The net purchase price for resellers is automatically calculated according to MOTADD’s Terms of Commerce.

The Vendor always tries to avoid changes to the list price, but reserves the right to change the list prices at any time, for any reason or cause, without prior notice.

Shipping costs depend on the products and the delivery method chosen by the Customer from the delivery methods offered. The costs for shipping, packaging, any transport insurance, will be invoiced separately and will always be understood to be borne by the buyer unless otherwise agreed in writing between the parties. For deliveries outside the metropolitan territory of the European Union, the Buyer agrees to pay, if necessary, all taxes that may be required by the country of delivery, including value added tax, any customs duties and other taxes that may be applied to the products.

PAYMENT CONDITIONS

Unless otherwise agreed in writing between the Seller and the Buyer, the payment methods provided will be as follows: cash on delivery: cash on delivery, available only for deliveries within the national territory (Italy); Visa/Mastercard credit card: secure credit card payments, payment made by credit card, will be automatically charged within 24 hours whether the product is shipped or not; PayPal: payments are made directly on the PayPal site through encrypted pages thanks to the TLS (Transport Layer Security) protocol. The Seller does not have access to bank details or other sensitive data under any circumstances; Bank Transfer: payment by National, European SEPA and International bank circuit, remembering to enter the order number or order reference in the reason for payment. The order will be processed only after the full amount has been credited to the Seller’s bank account.

Payment must be made directly to the Vendor in compliance with the agreed conditions indicated in the order confirmation and on the invoice.

The Seller reserves the right to change the payment conditions at any time, for any cause or reason, upon notice.

If the shipping costs are higher than those generated automatically, the Vendor reserves the right to request a surcharge or to cancel the order with the relative refund.

RETENTION OF TITLE

The products that have been shipped to the customer remain the property of Motadd sas until the Buyer has fully paid the price. Owned by the Seller: in this case, any advances will be used for expenses and for loss of earnings. In the event of non-payment, the Seller is always entitled to recover the products from the Buyer. In such an event, the Seller shall declare in advance and by registered letter that the Buyer is insolvent and shall grant a period of seven days.

ORDERS

Orders will be placed by the Buyer exclusively through the www.motadd.com website, after creating an account, and then registering on the site, reading the conditions of sale and logging in; except in cases where the Seller has explicitly agreed in writing with the Buyer.

The buyer has the right to access the site for consultation and purchase. Any other use, in particular commercial use, of the website or its content is not permitted. The Site, as well as the software, databases, texts, information, images, photographs, graphics, logos, sounds or other data contained in the Site remain the exclusive property of MOTADD SAS.

The Sales Contract shall be deemed concluded, becoming binding on the parties, when the Seller’s Order Confirmation reaches the Buyer (by e-mail, fax, post). On the website, by clicking on the “confirm order” button, the sales contract will be considered concluded and will become binding for the parties. The Order Confirmation sent defines and contains all the final and binding conditions and contents of the Contract, replacing in full the Order sent by the Buyer. The Order Confirmation and these general terms and conditions of contract shall in any case prevail over any general or particular conditions of purchase prepared by the Purchaser.

Any requests for changes or modifications to the Order by the Buyer are subject to approval by the Seller and must be received promptly in order to allow the relevant changes to be implemented, also with regard to the organization and production. In this case, the Vendor reserves the right to delay the delivery time and to change the price of the overall total.

Product availability refers to actual availability at the time the Buyer places the order. However, this availability must be considered purely indicative because:

the products may be sold to other customers before the order is confirmed, as a result of the simultaneous presence of several users on the site;

A computer anomaly could occur such as to make a product available for purchase that is not actually available.

Even after the order confirmation e-mail sent by the Vendor has been sent, there may be cases of partial or total unavailability of the goods. In this case, the order will be automatically rectified with the deletion of the unavailable product(s) and the buyer will be informed by email; with this e-mail, the Purchaser will also be informed of the methods and timing of reimbursement of any sums paid.

The Seller is at any time entitled to cancel or not to carry out a confirmed order, for any cause or reason.

The seller does not assume responsibility for having to research and source unavailable products from other sources.

The Seller reserves the right not to accept the Offer if: a) the Proponent is, or has previously been in default, for any reason, towards the Seller; b) the Proponent is registered in the list of protests or is subject to enforcement procedures; c) the Proponent is civilly incapable, or does not possess or loses the professional requisites required to carry out his or her activity; d) the Proponent is in a state of liquidation, compulsory or voluntary, or submits an application or is subject to insolvency proceedings; e) the Proponent is in such a condition as to jeopardize the regular payment of the goods covered by the Contract, on the basis of analyses carried out for the purposes of prevention and control of the risk of insolvency, fraud control and credit protection. In any case, the Seller reserves the right to make the acceptance of the Proposal subject to any specific payment methods and/or to the issue of a suitable guarantee.

SHIPPING

For all shipments, regardless of destination, the economic allocation of expenses and the place where the transfer of ownership of the goods takes place will follow the rules Ex Works (Florence via Odorico da Pordenone, Seller’s warehouse) according to international commercial terms.

The Buyer declares himself available to receive even partial shipments.

All shipping and/or delivery dates proposed by the Seller represent an estimate by the Seller only and are in no case binding. In this case, the Buyer may not raise any objection or claim any right to any compensation or price reduction due to the delay or non-execution of the order.

Should it be impossible, for any reason or reason, to supply all or part of the scheduled time, the Seller shall promptly notify the buyer in writing, including by e-mail, also indicating the estimated delivery date.

The storage and/or redelivery of the order due to the incorrect indication of the delivery address by the customer, may be subject to a commission to be paid by the customer.

If the cost of shipping is higher due to the remote area, Motadd reserves the right to request an extra cost for shipping, otherwise the order will be canceled and refunded.

CANCELLATION

Cancellation of orders by the Buyer may only be made with the prior written consent of the Seller. The Buyer is responsible for all expenses incurred by the Seller as a result of such cancellation, or a minimum penalty of 25% of the order value, whichever is greater.

Cancellation of the order is not possible in the case of “PRODUCT BUILT TO BUYER’S SPECIFICATIONS”.

FORCE MAJEURE

In the event of force majeure, the delivery commitments and other obligations of the Seller are suspended. In this case, the seller is obliged to deliver only as soon as possible. Neither party shall have any liability to the other in the event of force majeure. For the purposes of this contract, force majeure means: unforeseen circumstances persons and/or materials that make it impossible for the Seller to perform the contract, or so extremely difficult or costly that timely compliance with this contract cannot be required of the Seller. As such circumstances are considered among others, but not limited to: measures taken by the government, breakdowns, traffic and/or transport problems, disruptions in the delivery of finished products, raw materials and/or auxiliaries, strikes, lockouts, obstacles by third parties, unforeseen technical complications for both parties, etc.

PRODUCT BUILT TO BUYER’S SPECIFICATIONS

The Seller and the Buyer may agree that the Seller shall build the products according to the Buyer’s specifications. In such a case, the Seller and the Buyer shall mutually agree in writing on the specific details of such agreement. These General Terms and Conditions remain applicable to any such agreement. In addition, Buyer, regardless of such more specific agreement, shall always be responsible for all expenses incurred for the equipment or related to the ordering of raw materials, components or other parts and any other commitments made by Seller even during the preparatory phase when no final order is placed yet by Buyer. The Buyer is not authorized to cancel any single order of such personalized products without the prior written consent of the Seller and always with the obligation to fully reimburse the Seller for all expenses incurred by the Seller related to the order and the cancellation of the same. Buyer shall also be obligated to purchase and pay for all customized products that are produced by Seller in accordance with a separate agreement or produced by Seller at its sole reasonable determination in the absence of such separate agreement.

TECHNICAL ASPECTS – DESIGN – INTELLECTUAL PROPERTY

The Seller reserves the right to make changes of a technical design nature or relating to the specifications of the products, without giving prior notice to the Buyer. The Right, full and unrestricted ownership and right to use all designs, technical specifications provided by Seller shall be and shall always remain the Seller’s. MOTADD has not verified the possible existence of intellectual property rights of third parties that could be infringed as a result of the sale and delivery of the products and will not be held liable for any loss or damage in this regard. The Buyer expressly assumes all risks of any infringement of intellectual property due to its importation and/or use of the products.

WARRANTY RETURN – DEFECTIVE PRODUCTS

The Seller undertakes to guarantee the products sold to Direct Customers for a period of twenty-four (24) months, starting from the date of purchase of the Buyer. All secondary customers of these products and components must submit warranty claims to their direct suppliers.

The Warranty Right will only be recognized by showing the relevant proof of purchase: invoice or purchase receipt.

CASES OF EXCLUSION FROM THE WARRANTY and RETURN: All damage or defects caused by external effects such as current shocks, lightning, natural disasters, wear and tear, corrosion, intervention on the product by third parties or the customer himself, failure to comply with operating instructions indicated by the manufacturer, incorrect use or incorrect installation are excluded from the warranty. Some of the products have a purely specific use, MOTADD SAS will not be responsible for the Warranty in the event of non-compliant use or incorrect installation. Software repairs are excluded from any warranty claims. WARNING: the warranty for electrical/electronic appliances will only be valid if their installation has been carried out correctly according to the instructions provided on the website and only if installed with all original MOTADD additional products (such as resistors, relays, cable adapters).

PROCEDURE:

1. The Buyer may exercise its warranty rights by contacting the Seller directly, preferably at the dedicated e-mail address info@motadd.com

If the product defect does not fall within the cases of exclusion from the warranty (read above), the customer will receive written authorization to send the product back to Motadd’s headquarters for a thorough technical verification by the technical department. The costs incurred for the return (shipping and other possible costs) will be borne by the buyer and will be refunded only if the Seller’s technical verification is successful and therefore only when the warranty request is accepted. If it is already clear that the defect is one of the cases excluded from the warranty, the request will not be taken into consideration.

No goods may be returned to MOTADD SAS without the prior express and written authorization of the latter. Products returned without the Seller’s prior approval are not accepted and will be sent back at the sender’s expense. Such authorization does not imply any liability, direct or indirect, apparent or hidden of MOTADD and does not in any case suspend payments owned by the Buyer on the date they are due. The burden of proof of any manufacturing defect lies with the purchaser.

2. The technical verification will be carried out by the seller after receipt of the goods at the latter’s operational headquarters. This technical verification is designed to verify the validity of the Buyer’s warranty claim. The buyer will be informed about the outcome of the technical verification by email:

In the event of acceptance of the warranty claim, the customer will make arrangements with the Seller’s Technical Department to receive the replaced goods under warranty. If, from the technical expertise of the product, it should appear that the damage was caused by one of the effects listed in the exclusion from the warranty or other objective reasons, it will not be possible to recognize the warranty and therefore replace the product. The Buyer agrees to take back the unrepaired product and to bear the costs of shipping or disposal. Under no circumstances may the Buyer have the product repaired by another company at MOTADD’s expense.

If the product can no longer be repaired or can no longer be replaced, the Vendor reserves the right to deliver a similar product to the customer as a replacement for the one previously purchased or to credit the customer in the form of a voucher for the same value as the defective product as compensation for warranty claims. By repairing or replacing a product, the warranty period is neither interrupted nor extended.

RETURN OF NON-DEFECTIVE PRODUCTS

Exchange and return of non-defective products delivered in accordance with the contract are not permitted or are only permitted in exceptional cases and with the express prior written consent of the Seller.

In the event of goods mistakenly sent by MOTADD, the collection of the goods mistakenly sent and any shipment of the correct product will be at the expense and risk of the latter.

The Buyer is obliged to check the completeness and accuracy of the product received and in the event of shipping defects or errors must notify the Seller in writing at the latest 2 days after delivery. Otherwise, the shipped product is considered accepted.

The products can be checked but must not be used, washed or damaged; they must, therefore, be kept with normal diligence and returned intact, perfectly suitable for the use for which they are intended and free of any sign of wear or dirt, complete in all their parts, accompanied by all accessories and leaflets, with identification tags, labels and disposable seals, if present, still attached to the products and intact and not tampered with. In accordance with the provisions of art. 59.1, letter e) of the Consumer Code, the right of withdrawal cannot be exercised in relation to Products whose packaging has a seal that has been opened after delivery.

RIGHT OF WITHDRAWAL

Purchases made on the www.motadd.com site are governed by Italian Legislative Decree 206/2005 (Consumer Code). In the event that the Customer has placed the wrong order and has received an item that he really did not want, he may exercise the right of withdrawal, i.e. he will have the opportunity to return the purchased product, within 14 (fourteen) days from the date of receipt of the goods.

• Pursuant to Articles 52 et seq. of Italian Legislative Decree 206/2005 (Consumer Code), the consumer customer, i.e. a natural person acting for purposes unrelated to any entrepreneurial, commercial, artisanal or professional activity carried out, has the right to withdraw from the purchase contract for any reason, without the need to provide any justification, and consequently has the right to return the purchased goods and obtain reimbursement of the expense incurred, in compliance with the procedures indicated below.
• The right of withdrawal is subject to the following conditions:
  • a) the right applies to the product in its entirety and not to parts or components thereof;
  • b) in the case of prize operations or combined promotional sales, in which the purchase of one good is associated with another good, in that case sold at a ridiculously low price or given away, the right of withdrawal will be legitimately exercised with the return of both goods subject to purchase as the goods are bound to themselves.
• To exercise the right of withdrawal, the Customer, without the need to provide explanations and without any penalty, may use, within the term of 14 (fourteen) days from the day of receipt of the goods, either of the following options:
  • the online withdrawal function available on the “Right of Withdrawal” page of the site, which generates an automatic confirmation by email indicating the date and time of the request;
  • a written communication by registered letter with return receipt with acknowledgement of receipt, addressed to MOTADD SAS with registered office in Via Odorico da Pordenone n. 34 – 50127 FIRENZE (FI) Italy.
• At the same time as sending the notice of withdrawal, the Customer must take steps to return the goods to MOTADD SAS, using a courier of their choice, with the printed confirmation email or a copy of the registered letter with return receipt as indicated above.
• The goods must be returned perfectly intact and carefully packaged in the original packaging, complete with all accessories or components. In accordance with the law, the shipping costs relating to the return of the goods are borne by the Customer. In the case of several goods relating to the same order, in relation to which the Customer has exercised the right of withdrawal, they must be sent to MOTADD SAS with a single shipment.
• MOTADD SAS is not liable in any way for damage, theft or loss of goods returned with uninsured shipments. MOTADD SAS will refund the price of the goods for which the Customer has exercised the right of withdrawal provided that the goods are perfectly intact and unused. Without prejudice to any costs of repairing damages, MOTADD SAS will refund the entire amount paid, net of shipping costs, by the Customer at the time of purchase of the goods, within 30 days from the date on which MOTADD SAS became aware of the exercise of the right of withdrawal, provided that the goods were shipped in the manner indicated above, by crediting the amount to be refunded to the Customer’s credit card or by bank transfer to C.C. if requested, providing IBAN.
• The right of withdrawal automatically lapses in cases where it is ascertained:
  1. the lack of original packaging and/or packaging;
  2. the absence of all the integral elements of the asset (accessories, tags, labels, information notes, etc.);
  3. damage to the product for reasons other than its transport;
  4. the use of the product;
• In the event of forfeiture of the right of withdrawal, MOTADD SAS will return the purchased goods to the sender and already in his possession, charging the shipping costs to the sender.
• MOTADD SAS informs that the right of withdrawal cannot apply to goods expressly modified or made at the request of the customer. Nor on products defined to order, as they are not standard, they are not normally kept in stock by MOTADD SAS. This condition occurs whenever the item “product to order” is found on the purchase form of the www.motadd.com site. These goods are NOT SUBJECT TO THE RIGHT OF WITHDRAWAL, as they are produced on specific request of the Customer or for personal needs.

OTHER RIGHTS

This Warranty gives you specific legal rights as described above. In addition, consumer rights are protected where applicable, under European Directives or, in the absence of national laws.

NO LIABILITY FOR SECONDARY DAMAGE

To the extent permitted by applicable law, in no event shall MOTADD be liable for any damages without limitation, without limitation, loss of time, inconvenience, telephone expenses, labor, or material expenses incurred in connection with the removal or replacement of the products or parts, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss, resulting from the use of or inability to use the defective products or parts, even where the possibility of such damages has been reported. In any event, MOTADD’s entire liability under any provision of this limited warranty shall be limited to the amount actually paid for the products or parts.

PROCESSING OF PERSONAL DATA

Buyers must provide the Seller with personal data when registering as a “Motadd Reseller”. Personal data collected for this purpose shall be used exclusively for the purposes and in the manner set out in the prevailing “Data Privacy Policy” published on the Seller’s website.

APPLICABLE LAW AND PLACE OF JURISDICTION

All legal transactions between Motadd and the Buyer are subject to Italian law. These General Terms and Conditions of Sale, as well as any agreement that is subject to the provisions of the same, shall be exclusively governed by and shall be interpreted and applied in accordance with Italian law, excluding principles of conflicts of laws. The only court exclusively competent to resolve any dispute is the court of Florence.

Florence, 04/01/2021

MOTADD SAS VAT number: 06303940487

REGISTERED OFFICE AND OPERATIONAL HEADQUARTERS: Via Odorico da Pordenone 34 50127 – FLORENCE ITALY