Contract General Terms and Conditions | v202501
1. Definitions
In these general terms and conditions (the "Contract General Terms and Conditions"), the terms and expressions listed below, when written with a capital letter, shall have the meaning attributed to them in this paragraph. Terms in the singular form also include the plural form of the same term and vice versa.
1.1. "Updates": all Product updates, supplements, adaptations, developments, improvements, customisations and modifications in general, including while providing Cloud Services on a subscription basis, carried out by the Supplier.
1.2. “Client”: the person specifically identified as such in the Offer that is determined for them only.
1.3. "Contract": the overall agreement regarding the relationship between the Supplier and the Client (hereinafter also jointly referred to jointly as the "Parties") with regard to the Products indicated in the Offer and provided by the Supplier to the Client. The Contract consists of the Offer, the General Terms and Conditions on hand, the privacy policy and all additional attachments made available to the Client, including those that were delivered electronically.
1.4. "Access Credentials": the authentication system that allows access to and use of the Products, including the identification codes and access keys provided by the Supplier to the Client.
1.5. "Data": data, information and documents in all forms, including related content (such as, for example, files, e-mails, information, audio and text content, images), that the Customer provides the Supplier with by uploading them to the System or by any other means.
1.6. "Supplier": the company Infometrics Srl, with legal registered seat in 39100 – Bolzano, Via Luigi Negrelli 6.
1.7. "Goods": the physical (so-called "hardware") and logical components of electronic computers in general, the physical accessory equipment (so-called "peripherals") and the materials the Supplier provides the Client with. Goods include, for example, smartphones, tablets and printers.
1.8. "Offer": the proposal that the Supplier makes to the Client, consisting primarily of a description of the Products, a price indication for each requested Product and the terms and conditions of sale. The Offer may also be sent to the Client electronically.
1.9. "Service Hours": the hours during which the personnel appointed by the Supplier provide assistance to the Client. The Service Hours consist of "Ordinary Working Hours" - i.e. Monday to Friday, from 8:00 a.m. to 6:00 p.m., excluding Italian national and regional/provincial holidays in the Autonomous Province of Bolzano and subject to any changes to the hours indicated in the Offer - and any "On-Call Working Hours", i.e. any hours other than the Normal Working Hours if indicated in the Offer.
1.10. "Validity Period": the duration of the Cloud Service Subscription covered by the present General Terms and Conditions.
1.11. "Price" (or "Prices"): the amount that the Client is required to pay to the Supplier for the Products covered by this Contract, including Periodic Prices if this payment method is foreseen in the Offer.
1.12. "Periodic Prices": the periodic and recurring Prices paid by the Client to the Supplier for the provision of the Subscription Cloud Services.
1.13. "Products" (or "Product"): indicate the Goods, Software and Subscription Cloud Services, jointly or separately, covered by this Agreement and provided by the Supplier to the Client in exchange for payment of the Price.
1.14. "Intellectual Property”: any intellectual and/or industrial property right, registered or unregistered, in whole or in part, anywhere in the world, such as, but not limited to, trademarks, patents, utility models, designs and models, domain names, know-how, works falling under copyright, databases and software (including, but not limited to, its derivatives, source code, object code and interfaces).
1.15. "Subscription Cloud Services": the services as defined in Article 9 of the present General Terms and Conditions
1.16. "System": the technological infrastructure, owned by the Supplier or third parties, that hosts the Software and the general Products necessary for the provision of the Subscription Cloud Services included in the Offer.
1.17. "End User": each natural person - employee or collaborator – the Client authorises to access/use the Software and Subscription Cloud Services, or who can request their provision at any specific time.
1.18. "Software": all software products owned by the Supplier or third parties indicated in the Offer and licensed for use to the Client (such as, for example, operating systems, basic software or applications), including those necessary to enable the Client to use the Cloud Services covered by the Contract.
1.19. "Site": the website intended for commercial transactions between the Supplier and the Client (B2B) www.infometrics.eu
2. Subject Matter and Exclusions
2.1. The present General Terms and Conditions set out the terms and conditions that define the relationship between the Supplier and the Client regarding Client’s purchase of the Products, including the provision of the Subscription Cloud Services, as set out in each Offer the Client accepted.
2.2. The Products covered by each Offer are identified and sized based on the information received from the Client, who assumes full and exclusive responsibility for the accuracy of these statements.
2.3. If, after concluding this Contract, the Parties agree to the supply of additional Products, the Parties may sign additional Offers which will supplement the subject matter of this Contract. The Parties therefore understand that the supply of such additional Products shall subject to the present General Terms and Conditions in the version in force at the time of signing the Offer. These Terms and Condition apply to the entire Contract, including previous Offers already signed.
3. Delivery methods and terms
3.1. Unless otherwise specified in the Offer, the Goods shall be delivered free carrier, by a third-party courier to the address indicated by the Client. In such cases, the transport costs and charges of the Goods shall be borne by the Client, including the related risks arising from transport. The Supplier is therefore not liable, for any reason or cause whatsoever, for any damage arising from transport.
3.2. The delivery terms indicated in the Offer, or in a subsequent written communication, are to be considered an estimate and, therefore, are to be understood as merely indicative, not binding or essential for the Supplier’s order execution. The Supplier is therefore not liable for any damage resulting from potential delivery delays, for any reason or cause whatsoever.
4. Price, Invoicing and Terms of Payment
4.1. The Client is committed to paying the Prices indicated in the Offer, for each Product covered by each Offer that was accepted by the Client over time. The Supplier will request payment of the Price by issuing a regular invoice. The Client accepts that invoices will be sent electronically.
4.2. Where not expressly provided for in the Offer, the terms and conditions of invoicing and payment are determined by the present Contract General Terms and Conditions. All Prices include VAT; the Client is responsible for the payment of any applicable taxes (including any potential bank charges).
4.3. The payment obligation arising from this Contract is irrevocable and the amounts due are not subject to refund, except if foreseen in the Contract itself.
4.4. The Client waives any right to set off any amount owed to the Supplier against any amount owed by the Supplier to the Client.
4.5. Pursuant to legislative decree (D.Lgs) No. 231/2002, in the event of late or non-payment of any amount due under the Contract, the Client shall pay the Supplier the statutory default interest, and the simple delay the mentioned interest shall become effective, without the need for formal notice. The costs incurred while recovering amounts not paid on time shall be reimbursed by the Client.
4.6. The Client waives the right to raise any objections without first fulfilling their payment obligations within the meaning of this Article 4.
5. Obligations and declarations of the Customer
5.1. By agreeing to the Contract, the Client commits to:
(i) paying the Supplier the Prices indicated in each Offer;
(ii) using the Products in accordance with the provisions of this Contract and exclusively for their intended purposes;
(iii) providing the Supplier with all information necessary to enable the Supplier to properly and fully perform their obligations under this Contract, and to notify the Supplier immediately of any changes.
5.2. By accepting these General Terms and Conditions, the Client declares that:
(iv) They have all the rights and powers necessary to agree to the Contract and to execute it fully and effectively;
(v) They intend to use the Products (and any potential Updates) exclusively for internal use and within the scope of their business activity, and that, therefore, the provisions of legislative decree (D.lgs). 206/2005 on consumer protection do not apply.
(vi) They comply with all applicable laws on extortion, corruption, financial management, accounting practices, registration obligations, internal control mechanisms and money laundering.
5.3. It is forbidden to use the Products for the purpose of storing, preserving, sending, publishing, transmitting and/or sharing data, applications or digital documents that:
(i) are in conflict with or violate the Intellectual Property rights of the Supplier and/or third parties;
(ii) are of discriminatory, defamatory, libellous or threatening content;
(iii) contain pornographic, child pornographic, obscene content or content in other ways contrary to public morality;
(iv) contain viruses, worms, Trojan horses or any other elements that may contaminate or destroy computer systems;
(v) constitute as spamming, phishing and/or similar activities;
(vi) are contrary to applicable laws and/or regulations in any way.
5.4. The Client agrees to indemnify the Supplier as well as their employees, directors, representatives and collaborators, against any potential damage, expense, liability and/or charge, whether direct or indirect, including reasonable legal fees, which may arise from any claim, dispute and/or legal action brought, threatened or undertaken as a result of a breach of the contractual conditions set out in this Contract, of regulatory requirements or of third-party rights, that are attributable to the Client or occurring with their consent.
6. Intellectual property, licences, trademarks and distinctive signs
6.2. Regarding the Software necessary for the use of the Products, the Supplier grants the Client a non-exclusive, paid, non-sub-licensable, non-transferable licence, for a time limited to the duration of the Contract, for the Software and any related Updates.
6.3. The Client, in line with Article 1381 of the Italian Civil Code (c.c.), on behalf of each of their employees and/or collaborators, commits to using the Products within the strict limits granted by this Contract, in compliance with the law and the Intellectual Property rights of the Supplier or third parties. Therefore, the Client commits to, for example and without limitation:
(i) not circumvent the technical limitations and technological protection measures present in the Products and/or Updates;
(ii) not decode, decompile or disassemble (or allow the decoding, decompilation or disassembly of) Products and/or Updates, unless such activities are expressly permitted by law and in any case within the limits of such provisions;
(iii) not make copies of the Products and/or Updates, except for the mandatory limits of the law and/or clear authorisation from the Supplier;
(iv) not activate more users than clearly indicated in the Offer, nor use the Products beyond the size and operating limits specified in the Offer;
(v) not publish the Products and/or Updates and/or share them, including via the internet, with unauthorised third parties;
(vi) use the Products and/or Updates in violation of the law.
7. Warranty and Expiry. Exclusions
7.1. Wherever foreseen in the Offer, the Supplier ensures that the Goods sold are without design and/or manufacturing defects, in accordance with the technical specifications and exclusively within the limits specified in the following paragraphs.
7.2. The warranty is valid for a maximum period of 12 (twelve) months from the Goods’ date of delivery. Upon the delivery of the Goods, the Client must check for any discrepancies with regards to their type and quality. Unless otherwise agreed and without prejudice to the applicable provisions of law, the Client must report in writing, under penalty of forfeiture of the warranty, the presence of faults and/or defects within 8 (eight) days of delivery in the case of obvious flaws and/or defects, or within 8 (eight) days of discovery in the case of hidden flaws and/or defects or those not detectable by a person of average diligence.
7.3. In case the Client finds any defects in the Goods, the Supplier shall be granted a reasonable period of time (in any case not less than 30 days) to verify the existence of such defects and, at their discretion, repair or replace the defective Goods.
7.4. In any case, the restoration of the operating system, programs and data is excluded from the warranty, as are the related labour services of the Supplier, on-site assistance and the supply of a replacement unit.
7.5. The warranty is expressly excluded in the event of defects or malfunctions of the Goods due to interruptions or errors, as well as causes not attributable to the Supplier, such as but not limited to, (i) damage resulting from improper or negligent use or intervention, manipulation and/or failure to use the supplied Goods as intended, and/or use of non-original parts; (ii) damage caused by electrical discharges, fire, liquids, lightning, power surges, electric shock, accidents involving impact or falls, computer viruses, failure to comply with safety regulations, unforeseeable circumstances and/or force majeure. The replacement of Product parts due to wear and tear, maintenance, cleaning, calibration, installation and connection of the Products are also expressly excluded from the warranty. In any case, the Supplier does not accept any liability or provide any warranty that is not expressly set out in this Contract.
8. Delivery of Products for repairs under warranty or out of warranty. Product Return
8.1. Before delivering the Product requiring repair to the Supplier, the Client must make a complete backup copy of the data and programs contained and/or stored therein.
8.2. Under no circumstances and in no way can the Supplier be held liable for the partial or total loss of data during the repairs. Unless otherwise agreed, the Client is required to deliver the Product together with all technical manuals, drivers, software, power supplies, connection cables, licences and licence codes, as well as passwords or other access data. Furthermore, unless otherwise agreed, the Supplier will retain and dispose of the replaced parts.
8.3. In the event of repair of the Goods, and except where the warranty applies, the Price quoted for spare parts covers only the cost of materials. Any labour time for installation and configuration, as well as other additional services necessary for commissioning, such as administration and testing costs, will be charged to the Client based on the actual costs incurred and documented.
8.4. The repaired Product shall be returned to the Client upon presentation of the Supplier's repair card. Unless otherwise agreed, the Product under repair must be collected from the Supplier within 30 (thirty) days after the Supplier notified the Client about the completion of the repair work. After expiry of this period, the uncollected Product shall be disposed of professionally and the disposal costs shall be borne by the Client.
9. Subscription Cloud Services
9.1. Where specified in the Offer, the Contract may cover the Supplier’s provision of continuous or periodic services based on "cloud" technology ("Subscription Cloud Services") to the Client. Subscription Cloud Services are sold alongside the Goods and Software and may include, among other but not limited to, software updates, cloud data storage, telephone support for the correct use of the Products. Activation these services may also provide for economic benefits (e.g. a discount on spare parts for the Goods). If the Subscription Cloud Service includes phone support, the Service Hours are indicated in the Offer. There may be limitations to the phone support provided during On-Call Working Hours.
9.2. The Client expressly acknowledges and accepts that the Periodic Prices are subject to annual updates equal to 100% of the increase in the ISTAT and/or ASTAT index of service production prices, calculated as the average of the last twelve months.
9.3. Notwithstanding the foregoing, if there are extraordinary increases in costs not directly attributable to the Supplier during the Validity Period of the Contract, they shall be entitled to increase the Periodic Prices of the Subscription Cloud Services accordingly. The Supplier will notify the Client of such increases in writing or by email and shall grant the Client the right to withdraw from the Contract, even during the Minimum Validity Period, to be exercised within thirty (30) days of written notification in the same manner as provided for in Paragraph 9.6 for termination. Upon expiry of this period, the increased Periodic Prices will be deemed accepted.
9.4. The Validity Period will commence upon the occurrence of one of the following events, whichever occurs first: a) from the day the Supplier notifies the Client about the activation of the Subscription Cloud Services, or, if earlier b) from the day the Client is actually able to use the Subscription Cloud Services; the service has a minimum duration corresponding to the minimum validity period as identified in paragraph 9.5 below (hereinafter "Minimum Validity Period"). The activation of the Subscription Cloud Services takes place when the Supplier makes the essential part of the functionality of the Subscription Cloud Services available to the Client, regardless of whether or not the Services are used by the Client.
9.5. If no Minimum Validity Period is explicitly indicated in the Contract, it shall be deemed to be twelve (12) months. If the Client orders additional Subscription Cloud Services during the Validity Period and the new Minimum Validity Period exceeds the remaining Minimum Validity Period of the Contract, the Minimum Validity Period of the Contract shall coincide with the Minimum Validity Period of the additional Subscription Cloud Services ordered by the Client.
9.6. Upon expiry of the Minimum Validity Period, this Agreement shall be automatically renewed for an equal period of time, unless either Party exercises its right to terminate the Agreement by giving sixty (60) days' notice to the other Party via certified e-mail.
9.7. In the event of termination of the Agreement, for any reason whatsoever, the Supplier shall immediately and definitively cease the provision of the Subscription Cloud Services to the Client. In this case, the Client shall have the right to migrate their Data stored in the cloud for a period of 15 days from the date of termination of the Agreement.
10.1. "Confidential Information" refers to (i) any information, data or report of sensitive or confidential nature transmitted by the Client to the Supplier in any form or manner (including, but not limited to: customer and supplier lists, presentations, commercial strategies and information, products and processes under development, innovations and discoveries, utility designs and models, know-how and customer records), as well as (ii) any information, document, data or report transmitted by the Supplier to the Client in any form or manner, including information relating to the Products.
10.2. The Parties therefore commit, in line with Article 1381 of the Italian Civil Code (c.c.), on behalf of their employees and collaborators, to not disclose any Confidential Information of the other Party and to not use it for purposes other than those set out in the Contract, and to take all appropriate measures to maintain the confidentiality of the Confidential Information.
10.3. The confidentiality obligations referred to in this article shall not apply to the following Confidential Information which the receiving Party can prove by means of documentary evidence: i) that it was already known or otherwise lawfully in the possession of the receiving Party prior to and independently of its disclosure by the disclosing Party, or ii) that it has become public knowledge through no fault of either Party and/or as a result of a breach of the Agreement, iii) information was transmitted to the other Party and expressly designated as non-confidential. The Parties also agree that Confidential Information may be disclosed i) by order of a judicial or public authority ii) to third parties who are collaborators, or to subsidiaries or affiliates, for reasons related to the fulfilment of contractual obligations or for the performance of their respective services, provided that such persons are bound in writing to the same confidentiality obligations as each Party.
10.4. This obligation of confidentiality and non-disclosure shall take effect upon signing the Offer and shall remain in force for three (3) years after the conclusion of the Contract.
11. Personal Data Processing and Protection
11.1. The Supplier will process the personal data received from the Client within the limits permitted by law and in accordance with EU Regulation no. 679/2016, Italian Legislative Decree no. 196/2003 and subsequent amendments, as well as the provisions issued by the Italian Data Protection Authority for the processing of personal data and any other legal or regulatory provisions in force on the subject ("Privacy Policy"). In particular, the Supplier declares that the personal data relating to the Client and the contact details of the personnel appointed by the Client to manage the Contract will be processed by the Supplier in compliance with the obligations arising from the Contract and in accordance with the complete privacy policy, which is an integral and essential part of the Contract, available on the Supplier's website at the link indicated in the Offer.
11.2. The Client, as the Data Officer for the personal data of their customers and/or other third parties mentioned Client might enter in or transmit to the Products in any other way, is solely responsible for fulfilling all obligations towards such parties in line with the Privacy Regulations. The Client therefore commits to indemnifying the Supplier from any prejudice, burden, penalty or claim that the Supplier may suffer or receive as a result of the Client's breach of the obligations set out in the previous paragraph (including any claims or requests from the data subjects or third parties and the related legal defence costs).
11.3. When providing Subscription Cloud Services to the Client, the Supplier shall store the log data (so-called "log files") of Users who use the aforementioned Subscription Cloud Services, in the manner and within the terms imposed by data protection legislation, and in order to ensure the security, proper functioning and management of operations through diagnostics and the resolution of any problems.
11.4. In the case of Products whose use is subject to activation by the Client, the Supplier shall provide the Client with the necessary Access Credentials. The Client is aware that knowledge of the Access Credentials by third parties would allow them to access and make unauthorised use of the Products. The Client shall in any case be held solely responsible for any access and/or use, authorised or otherwise, of the Products through the Access Credentials. The Customer is required to keep and ensure that each End User keeps the Access Credentials with the utmost confidentiality and diligence, committing to not transfer them or allow their use to third parties who are not expressly authorised. The Supplier shall in no event be held liable for any direct and/or indirect damage that may arise to the Client, to each End User and/or to third parties as a result of the Customer's and/or each End User's failure to comply with the provisions of this paragraph.
12. Subcontracting and Transfer
12.1. Upon conclusion of the Contract, the Client expressly gives their prior consent with regards to Article 1656 of the Italian Civil Code (c.c.), for the Supplier to entrust the performance of all or parts of the Contract to companies controlled by, controlling or affiliated with the Supplier, or, in line with Articles 1406 and 1260 of the Italian Civil Code (c.c.), transfer or assign to the same companies all or parts of the claims indicated in this Contract. Except for the cases provided for in the previous paragraph, the Supplier shall remain responsible for obtaining the Client's express consent to subcontracting or transferring of the Contract after the conclusion of the Contract.
12.2. The Client is expressly prohibited from transferring this Contract and/or the rights or obligations arising from the Contract, in whole or in part, to third parties without the prior written consent of the Supplier. In the event that the Supplier accepts a transfer of the Contract, the transferring Client shall remain bound by the obligations under this Contract.
13. Breach, Termination of the Contract and Withdrawal
13.1. Except for the specific cases of breach provided for in Article 14, in the event of breach by the Client of the obligations assumed upon conclusion of the Contract, the Supplier shall notify the Client to remedy the breach within a reasonable period of time determined by the Supplier, which shall in any case not be less than 15 working days. If the breach continues beyond the aforementioned deadline, the Supplier shall be entitled to suspend delivery of the Products and/or provision of the Subscription Cloud Services, and to terminate the Contract by giving written notice by certified email or registered letter with return receipt, or by any other means suitable to ensure proof of receipt.
13.2. If the Client's failure to comply consists of a failure to pay or only partial payment of the Price due and the notice referred to in the previous paragraph has not been complied with, the Supplier shall also have the right to take back the Goods still in the Customer's possession and the latter declares that they consent to this without objection.
13.3. Unless otherwise specified in the Offer, the Client shall not be entitled to withdraw from the contract, even in the event of non-use or unusability or non-availability of the Products. If the Client unilaterally withdraws in violation of the interdiction set out in the previous paragraph, they shall be required to pay the Supplier, in a single instalment, an amount equal to the total of the remaining payments due until the natural expiry of the Contract, including any documented expenses incurred by the Supplier as a result of the unilateral withdrawal.
13.4. In the event of a composition agreement, compulsory liquidation or any other insolvency proceedings to which the Client may be subject, or in case the Client is entered in the national electronic register of protests (Registro informatico dei Protesti) or is otherwise insolvent, the Supplier may withdraw from this Contract without prior notice, by written communication to the Client, without prejudice to the Supplier's right to receive all Prices due up to the date of effective withdrawal.
13.5. In any case, the Supplier expressly reserves the right to assert further claims, and in particular to claim compensation for damages pursuant to Article 1223 of the Italian Civil Code (c.c.).
14. Express termination clause
(i) Client breach of even one of the following provisions in Articles 4, 5, 6, 10, 11, 12 and 16 of the present Contract General Terms and Conditions;
(ii) violation of applicable laws or the rights of third parties by the Client, as well as the involvement of the Supplier in any dispute as a result of the Client's actions;
(iii) illegal, improper or abusive use of the Subscription Cloud Services;
(iv) delayed payment by the Client of an amount exceeding the Periodic Prices due for the last 90 days.
14.2. For the cases described in the preceding paragraph, the Client hereby irrevocably waives any right to request precautionary or urgent legal measures.
14.3. In any case, the Contract may be terminated by operation of law due to the impossibility of supplying the Products for reasons not attributable to the Supplier, in line with Article 1463 of the Italian Civil Code (c.c.).
14.4. In the event of termination as indicated in this article, all effects shall take place from the day on which the Supplier notifies the Client.
15.1. The Supplier shall not be liable in any case for any direct or indirect damage of any nature or extent that may arise to the Client, End Users and/or third parties as a result of the use of the Products or arising from the Subscription Cloud Services provided (including, for example, financial losses, restoration costs or loss of business), except in proven cases of wilful misconduct or gross negligence.
15.3. This is without prejudice to further causes of exclusion of liability provided for in the Contract with reference to specific Products.
16.1. The Client commits to not engage or solicit the engagement and/or establish collaborative relationships, directly and/or indirectly, in any form and for any reason, with the Supplier's personnel - whether employed or linked in any way by any form of collaborative relationship - and with companies controlled by and/or affiliated with the Supplier ("ACS Group”), from the moment the Contract comes into force and for one (1) year from its termination, for any reason whatsoever.
16.2. The Client must comply with the obligation referred to in the previous paragraph both with regard to personnel employed by or linked through a collaboration relationship with one of the ACS Group companies during the term of this Contract, and with regard to the aforementioned personnel who, for any reason, have terminated their employment or collaboration relationship with one of the ACS Group companies in the twelve (12) months prior to the date when the Client made an offer of employment and/or collaboration to them.
16.3. It is specifically understood that if the Customer breaches the commitment in this article, it shall be required to immediately pay the Supplier, as a penalty, a sum equal to three times the last Gross Annual Salary (Retribuzione Annuale Lorda, RAL) agreed between the Supplier and the collaborator/employee, and the Supplier retains the right to claim any further damages suffered. The Client acknowledges the fairness of the penalty in light of the Supplier's interest in the Client's compliance with the provisions of this article and, therefore, declares that the aforementioned penalty is not reducible with regards to Article 1384 of the Italian Civil Code (c.c.).
17. Validity, Amendments, Notifications, Applicable Law
17.1. These General Terms and Conditions regulate the Product Offer from the Supplier to the Client. They enter into force upon signature of the Offer by the Client and replace any other agreement between the Parties, including any general terms and conditions of purchase prepared by the Client. If the Offer is not signed but was duly sent to the Client and tacitly accepted by them through conclusive behaviour, the Contract shall nevertheless be deemed concluded and valid between the Parties. Only specific agreements specifically accepted in writing by the Supplier and not incompatible with these General Terms and Conditions of Contract shall remain valid.
17.2. In the event of contradictions not expressly regulated by the provided documents, the relevant provisions shall apply in the following order of priority: 1) Offer, 2) General Terms and Conditions of Contract.
17.3. If the subscriber is a natural person accepting the terms of the Contract on behalf of a legal entity, he/she warrants that he/she has the power to sign the Contract on behalf of that entity.
17.4. The provisions of the Contract established with the Client shall apply until their natural expiry, except for the following provisions, which will outlive the termination of the Contract: 6.1 , 10, 15, 16, 17.6, 17.7, 17.8 and 18, in addition to those which by their nature outlive the termination of the Contract. Failure or delay in executing a clause of the Contract or exercising a right or remedy provided for therein shall not constitute a waiver of such clauses, rights or remedies by the Supplier, nor shall it prevent the Supplier from demanding their prompt and strict fulfilment at any time.
17.5. In the event of formal or non-substantial changes to the agreements between the Parties, meaning changes that do not alter their balance or general nature, the Supplier shall update the Contract and inform the Client, who shall not be entitled to terminate or withdraw from the Contract. In the event of substantial or essential changes, meaning changes that alter the balance and general nature of the agreements, resulting in a worsening of the Client's position (e.g. extraordinary price increases compared to those agreed, increased contractual liability, etc.), the Supplier shall update the Contract and inform the Client. In this case, the Client shall have the right to withdraw from the Contract by sending written notice by certified email to the Supplier within 30 days of receiving the Supplier's notice. If the right of withdrawal is not exercised within this specified period, the changes shall be deemed to have been accepted by the Client and shall become final and binding.
17.9. For anything not expressly mentioned in these General Terms and Conditions of Contract and in the Contract concluded between the Supplier and the Customer in general, the provisions of the Civil Code and any special laws on the subject shall apply exclusively.
18.1. Any dispute arising from or in connection with this Contract (including its validity, interpretation, execution or termination), shall first be submitted to mediation proceedings before the Mediation Body established at the Chamber of Commerce of Bolzano, registered under No. 75 in the Register of the Italian Ministry of Justice, with the exception of (i) injunction proceedings pursuant to Articles 633 et seq. of the Italian Code of Civil Procedure and the related opposition proceedings and (ii) proceedings relating to the Client's infringement of the Supplier’s Intellectual Property Rights, whether precautionary or substantive, for which the Court of Bolzano shall have exclusive jurisdiction. The Mediation Rules and indemnities shall be those in force at the time of initiation of the procedure and published on the website: https://www.handelskammer.bz.it/en/node/1830
18.2. Any dispute that remains unresolved for 90 days after the request was filed for mediation shall be referred to an Arbitration Board of the Arbitration Chamber, which is established at the Bolzano Chamber of Commerce. The Arbitration Board shall consist of three members, with each Party appointing one and the third being appointed by the Arbitration Council of the Arbitration Chamber, who shall act as Chairman of the Board. Arbitration proceedings shall be conducted in accordance with the rules of the Italian Code of Civil Procedure rules for formal arbitration. The arbitrators shall decide in accordance with the law. The arbitration rules and indemnities shall be those in force at the time of the initiation of the proceedings and published on the website of the Bolzano Chamber of Commerce: https://www.handelskammer.bz.it/en/services/court-arbitration-and-mediation
18.3. Without prejudice to the exceptions to the arbitration clause referred to in article 18.1 above, the Parties agree that any claim, proceeding or application that falls outside or exceeds the scope of arbitration under the mandatory provisions of Italian law shall be submitted to and finally decided by the competent courts of Bolzano.
19. Online sales terms and conditions
19.1. This Contract covers products that may be sold through the website www.infometrics.eu.
19.2. This Contract covers all products that are selected by the Client and placed in the virtual shopping cart, following the online purchase procedure indicated on the website.
19.3. The products referred to in the previous point are illustrated on the website in the "products" section.
19.4. Upon payment of the Price referred to in Article 4 of this Contract, the Supplier commits to supplying all the products chosen by the Client. Payment is made online at the time of checkout.
19.5. The Client submits all purchase orders to the Supplier after registering on the website and entering their ID and password to access a reserved area via a secure protocol (https), and completing the indicated purchase procedure.
19.6. The Client must review these General Terms and Conditions of sale online before completing the purchase process. By submitting the purchase order confirmation, the Client therefore acknowledges that they are fully aware and accept these Terms and Conditions.
19.7. By confirming their purchase order electronically, the Client unconditionally accepts and agrees to comply with the General Terms and Conditions as well as the payment terms set out in this contract, in their dealings with the Supplier. The Client also declares that they have read and accepted all the information provided by the Supplier in accordance with the above-mentioned regulations.
19.8. The products, prices and conditions of sale on the Website - within the limits of their availability - are expressed in euros and include VAT and all other taxes.
19.9. The total shipping cost to the address provided by the Client is shown at checkout in the table and is based on the product’s destination. It is excluded from the sale price and remains the sole responsibility of the Client.
19.10. The Supplier will deliver the selected and ordered products to the Client at the address provided by the latter, in accordance with the previsions of the preceding articles, using trusted couriers and/or shippers. Delivery will take place in the timeframe specified in the order confirmation at checkout. The Supplier cannot be held liable for delayed or non-delivery due to force majeure or unforeseeable circumstances.
19.11. Upon receipt, the Client is required to check that the delivered product complies with their order and to report any defects or discrepancies within the legal deadline. If necessary, they must return it to the Supplier at their own expense. The right of withdrawal is excluded.
19.12. The Supplier only sells original, high-quality products. The warranty is valid for 1 year from the date of delivery and begins on the date of purchase of the goods.
19.13. It is strictly forbidden for the Client to enter false, and/or invented, and/or fantasy data in the registration procedure using the appropriate electronic form; personal details and e-mail addresses must exclusively be their own real personal data and not that of third parties or fantasy data. The Client assumes full responsibility for the accuracy and truthfulness of the data entered in the electronic registration form used to complete the product purchase procedure.
19.14. It is expressly forbidden to make double registrations corresponding to a single person or to enter data relating to third parties. The Supplier reserves the right to take legal action against any violation or abuse, in the interest of, and for the protection of, all consumers.
19.15. The Client indemnifies the Supplier against any liability arising from the issuance of incorrect tax documents due to errors in the data provided by the Client, the latter being solely responsible for ensuring that such data is entered correctly.