Sales and shipping terms

Through the sale service www.pixsys.net, Pixsys S.r.l. (hereafter Pixsys or the Supplier) makes available to an enterprise and/or a professional (hereafter the Customer) a virtual shelf from which it is possible to see and to purchase automation products. The service is conceived exclusively for legal entities and/or professionals residents all over the world. Each product is presented with a short description of main technical data and a pdf file of relevant data sheet and/or a link to a demo file. The Customer will be able to see the electronic catalogue and the offers of the Supplier, but he will be able to carry out purchases by the Supplier only as a result of the acceptance of the present Terms of sale. 
The present Terms of sale may be updated or modified anytime by Pixsys which will notify any change directly on the web site. The Customer engages and obliges himself to print and keep record of these Terms anytime that they will be modified. 

The contract, to which these Terms apply, is the legal transaction having as subject the sale of goods between Pixsys s.r.l., based in Mellaredo di Pianiga (VE), Via Po, 16 and a Company and/or a professional. The contract is defined business to business as long as undersigned between two legal entities, which sell and buy goods exclusively for purposes related to their business activity. The service, to which the present Terms apply, is not conceived for Consumers. Consumer protection law, related to so-called Business to consumer contracts, does not apply to contracts between Supplier and Customers who are purchasing for purposes related to their business activity. 


1. Order and Invoicing 
1.1 Invoice is issued at same time of order confirmation by the Supplier. Purchase order shall be considered as contract proposal, as far as the catalogue is conceived only for information purposes and as offer. Acceptance by Pixsys could also take place as direct execution of orders, without requiring a preliminary formal order confirmation. 
1.2 Goods will be shipped together with Invoice 
1.3 Invoice shall be issued using data entered by the Customer when completing the on-line registration.

2. Prices
2.1 All list prices of products displayed and indicated within the web site www.pixsys.net will be visualised on-line by the Customer, who should have previously registered on the web site. The prices are EXW-Mellaredo and they include stardard packaging and exclude VAT, transport charges and any other additional fee .
2.2. Order proceeding can be completed exclusively on-line via Internet and shall be accomplished by accurate compilation of on-line ordering form which is to be filled in by the customer and by the following formal acceptance by Pixsys. 
2.3 Validity of indicated prices is always and only indicated in the web shop proceeding at the same time of order entering. Standard validity, unless otherwise specified, is 30 days. Prices of displayed products are subject to change without notice. VAT percentage is automatically rated by by E-Commerce software according to data entered on customer s profile and it is applied to Italian customers while it is excluded for VAT-exempt customers (foreign customers).
2.4 No responsibility can be charged to Pixsys in case of delayed order shipment or delivery, which will anyway not entitle to order cancellation. 
2.5 Orders will not be accepted for services not supplied by Pixsys.In case of total or partial inability to fulfill the order due to reasons beyond its reasonable control, Supplier will inform the Customer in written form (including e-mail) within 15 days and will reserve itself the right to withdraw from contract. Customer agrees that communication concerning the order will be sent by the Supplier in electronic format (e-mail, Internet) or fax. 
2.6 Order status can be tracked on-line.

3. Payment terms 
3.1 At the time of order entering, Customer will be able to display on the web shop page the total amount, including list price, VAT (if applying) and freight charges. 
3.2 Prices and payments are rated in Euro
3.3 Payment must be made in advance by Credit Card, using the secure connection managed by Unicredit S.p.a..

4. Delivery
4.1 Regarding delivery, the Supplier will dispatch to Customer the selected and ordered products by the following carriers: GLS for Italian customers and Fedex/TNT/MBE  for worldwide shippings; Transport cost will be charged entirely to Customer and displayed at order entering, separately from cost of purchased goods. 
4.2 Customer bears responsibility for purchased goods, even if shipped carriage free. Insurance coverage for damage occurred during transport is limited to legal amounts guaranteed by international freight forwarders.
4.3 When goods are delivered by the courier, Customer is responsible for checking that number of incoming packages is same as indicated on shipping document anticipated by e-mail; that packaging is still integral, not damaged, or however altered, even in closing materials (such as adhesive tape and straps). Any damage or missing package must be claimed immediately with the courier who is dispatching the goods. After signing the courier’s documents, Customer shall not be entitled to dispute the exterior appearance of dispatched packages. 
4.4 Any eventual claim concerning integrity, correspondence or shortages of delivered products must be notified to Pixsys within 3 days of delivery, according to RMA proceeding (Return Material Authorization). Claims for shortages, weight or damages due to transport will not be accepted after 3 days of delivery.
4.5 Should the carrier be unable to dispatch the goods at delivery address as entered in the order form by the Customer, the goods will be hold for max 5 days. After this time, the order will be automatically cancelled and paid amount will not be refunded.
4.6 Risk for loss and/or damage of purchased goods will pass to Customer when the goods are dispatched to carrier, also in case that delivery should be prevented by circumstances depending from the Customer. Should the Customer fail to provide full payment, Pixsys shall be entitled to use the expressly Termination clause or any available legal action, including writ of execution according to article 1519 of Civil Code. If required in order to protect its proprietary rights, Pixsys and its employers or agents will be allowed to enter Customer’s premises to recover the unpaid goods. Pixsys shall also be entitled to claim for damages caused by Customer’s breach of contractual obligations. 

5. Responsibilities and Limits
5.1 Pixsys declines responsibility for damages due to acts of God and extraordinary events such as accidents, explosions, fires, strikes/riots, calamities and other events which should totally or partially prevent the regular execution of contract. Pixsys will not be responsible for damages, loss and charges arising from failed execution of contract due to above mentioned circumstances. 
5.2 Pixsys is not responsible for any fraudolent or illegal use of credit cards made by third parties at time of payment for the purchased products. During the entire order proceeding Pixsys is not able to access and know credit card details of the Customer, who opens a secure and protected connection to send data directly to Unicredit S.p.a..carrier of the bank service. Pixsys is also not able to verify correct and legal origin of the payment mean which is given by the Customer at delivery of goods. Therefore the Customer who ordered and/or receives the goods will be responsible for illegal use of the above mentioned means of payment. 
5.3 Pixsys declines responsibility for accidents and damages to people and/or objects caused by tempering of its devices (including unauthorized repairing), failure to provide proper environmental conditions, incorrect installation, misuse of the devices outside their specifications as declared in technical manuals.

6. Customer’s obligations
6.1 Completing the login proceeding, Customer receives Username and Password to enter the restricted area of the web site. The combined use of Username and Password will identify the Customer uniquely, allowing him to make purchase orders.
6.2 Customer is aware that purchase orders issued by combined use of Username and password are valid and binding even if issued by third parties. Activation of services ordered by third parties binds the Customer to payment of due amount.
6.3 Customer declares to be a legal entity or professional and to act for purposes related to own business/professional activity.
6.4 Customer is committed to keep Username and Password reserved for the entire duration of the business relation with Supplier. Customer is also aware that a valid e-mail address must be notified to Supplier, with the purpose of sending order confirmations and any eventual communication. 
6.5 Customer will promptly notify to the Supplier in written form the eventual loss or theft of password. Supplier reserves the right to disable or interrupt the service anytime if entered data should turn out to be incorrect or not existing. 

7 Product warranties
7.1 Standard warranty time is 12 months for purchases made by companies or for business purpose. Business to business contracts include the possibility for the Supplier to set specific warranty terms and duration for each product, besides standard terms. In this event Pixsys shall notify these specifications in the technical data of single products.
7.2 Warranty applies to products showing discrepancies and/or malfunctions not evident at purchase, provided that product itself has been used correctly within applicable regulations as described in official technical manuals. 
7.3 Warranty service will include repairing or replacing (at Supplier s option) of the product and will exclude technical maintenance on site, as well as after-sales installation. 
7.4 Pixsys will not accept claims for damages due to delay of repairing or replacements. 
7.5 In any case the device to repair or to replace must be returned to the address given by the Supplier in its original packaging (including manual and fittings like cables…); to avoid eventual damages, whenever possible, this original package should be placed within a further external package where the Customer should clearly mark the RMA number (Return Material Authorization). Warranty shall not apply to devices which should be damaged by static electricity, misuse or unauthorized tampering. Customer must bear full transport charges for the return of goods. 
7.6 The present Terms of sale outline Pixsys responsibility regarding products and they exclude any other warranty, terms and conditions, explicit or implicit, even legally established, with reference to quality or fitness to specific purposes, except for warranties which cannot be excepted according to article 1229 of Civil Code and D.P.R. no. 224 -24.05.1988. In no event shall Pixsys be responsible for loss of profit or any indirect damage caused to Customer by facts, acts or omissions which could be charged to Pixsys with reference to the present Terms of sale or to the contract of sale which is their object. The applications described in the product catalogue, and the integration of devices and components for their realization, do not represent the only possible technical solution. Pixsys declines responsibility for the correct operation of these applications and their fitness to specific purposes. In no event, regardless of the application, Supplier’s liability shall exceed value of purchased devices.

8. Customer s obligations
8.1 On-line acceptance of ordering form (see 2.2.) is binding the Customer to purchase and it also represents formal approval of the present Terms of sale. 

9. Cancellation of contract and expressly Termination clause
9.1 Pixsys is entitled to breach the contract under justified motivations simply informing the Customer. The parties furthermore jointly agree that the breach of the provisions under articles 3 (payment) and 8 of this contract is to be considered in any case, whatever the importance of the violation, as a justifiable reason for immediate termination under article 1456 of Civil Code. This provision does not affect the Supplier’s right to claim damages for breach of contract.

10. Data collection and privacy policy
10.1 Customer is aware that data are collected and stored by Pixsys S.r.l. The collected data are those supplied by the Customer in order to enter the on-line services at www.pixsys.net. Data are collected and stored for the following purposes: compliance with law dispositions, execution of sale contract, interactive marketing information (advertising materials) and better understanding of Customers requirements. Personal data are not collected. Data collection and storage include use of both automatic and manual systems. Disclosure is limited to Pixsys and to the providers of services involved in the execution of contract or actions in compliance with law obligations. Full list of these third parties is available upon request. Customer’s consent to data collection is not required for the following purposes: A) execution of contract or legal obligations; B) technical anonymous data referring to connecting sessions. Consent is requested for data stored with marketing and advertising purposes or for better understanding of Customer s needs as above specified. 
10.2 Data are stored for 10 years and data will be destroyed at expiry of this term. Should the Customer deny consent to data storage as above described, this will prevent the execution of contract. Customer’s rights are outlined in D.Lgs. 196/2003 and its following modifications/integrations. 
10.3 Customer is aware of Pixsys privacy policy and expressly agrees with collection and storage of data entered at registration for the access to on-line service, as above described. 
11. Applicable law and jurisdiction
11.1 Any claim arising from application, execution, interpretation or violation of sales contracts completed on-line on the web site www.pixsys.net will be subject to Italian law and the Court of Padua will have sole jurisdiction.

12. Patents, trademarks, logos, Software
12.1 Customer expressly recognizes that Pixsys trademark, logo and know-how related to the purchased products belong to industrial and intellectual property of Pixsys. 
12.2 In no event shall the Customer be entitled, without prior written authorization by Pixsys, to use, cancel or remove any information related to patents, trademark, commercial brands or declaration of origin marked by Pixsys on the supplied products. 
12.3 It is expressly forbidden to Customer to copy/duplicate software applications supplied/made available by Pixsys without prior written authorization of Pixsys.