Conditions for sellers
GENERAL CONDITIONS OF SALE FOR DEALERS
REVERSO MOTO
1. DEFINITIONS
1.1 The terms used in this clause shall have the meanings attributed to them below:
a) "REVERSO MOTO" : the company REVERSO MOTO, with registered office in 62010 - Appignano (MC), Via dell'Argilla n. 6, Italy; Tax code CPRMTT92E20E783O and VAT number 02051260434;
b) "Purchaser" : the natural or legal person (entrepreneurs or professionals) who purchase REVERSO MOTO products for the purpose of reselling them in their own commercial premises, and who, therefore, DO NOT act as a consumer and/or distributor and/or agent;
c) "REVERSO MOTO Website" : the website www.reversomoto.it;
d) "Products" : the products illustrated on the REVERSO MOTO website;
e) "GTC" : these general conditions of sale;
f) "Form" : the specific order form in electronic format available on the REVERSO MOTO website;
g) "Trademark" : registered trademark REVERSO MOTO;
h) "Confidential Information" : the proprietary information of REVERSO MOTO relating to Know How, technical and commercial information such as, by way of example and not limited to: drawings, prospectuses, documentation, formulas, catalogues, user manuals, Frequently Asked Questions, product codes, price lists and correspondence;
i) "Country" : the country where the Buyer has its place of business.
2. SCOPE AND SUBJECT OF THE CONTRACT
2.1 These GTC regulate distance selling contracts for the Products, stipulated between REVERSO MOTO and the Buyer, through the procedures of the REVERSO MOTO Website;
2.2 These GTC do NOT apply to sales of Products to consumers, as defined by consumer protection legislation pursuant to Legislative Decree no. 206 of 6 September 2005 (so-called Consumer Code);
2.3 These GTC DO NOT regulate, among other things, the sale of goods by parties other than REVERSO MOTO, which are present or referred to on the REVERSO MOTO website via links, banners or other hypertext links and, among other things, REVERSO MOTO declines any responsibility regarding the sales of such parties;
2.4 These GTC may be subject to modification over time by REVERSO MOTO;
2.5 By signing and accepting these GTC, the Parties declare that they do not intend to constitute, and in fact do NOT constitute, a long-term, distribution, or agency agreement. By virtue of the above, no exclusive rights are recognized, nor will the Buyer be entitled to any severance pay.
3. CONCLUSION OF THE CONTRACT
3.1 In order to proceed with the purchase of the Products, using the Site, the Buyer will be asked to:
a) Preliminarily declare that you are acting "for purposes related to the professional activity you carry out";
b) Declare in advance that you have NOT entered into specific contracts with REVERSO MOTO;
c) Read and accept these GTC by "point and click" (a copy of which can be saved or printed);
d) Complete the Form in its entirety, entering all the requested data. This form is then considered an order/contractual proposal. Please note that the Form contains a summary of the GTC, the essential characteristics of each Product ordered and the relative price (including all applicable taxes or duties), the payment methods the Buyer may use, the delivery methods, and shipping and handling costs;
e) Check, identify and correct any data entry errors in the Form;
f) Send the Form electronically to REVERSO MOTO;
3.2 The Form will be archived in the REVERSO MOTO electronic database for the period of time necessary to process the purchase orders received via the Forms and in any case within the legal timeframes. The Buyer, if he or she has completed the specific registration procedure on the REVERSO MOTO Website, will always be able to access his or her Form by consulting the "Order List" section of the REVERSO MOTO Website within the "User Profile";
3.3 REVERSO MOTO will send the Buyer, to the email address provided in the Form, an order confirmation containing a summary of the information indicated in the Form itself, such as, by way of example and NOT limited to: the conditions applicable to the contract, the essential characteristics of the Products sold, a detailed indication of the price, payment methods, delivery costs and applicable taxes;
3.4 The contract is considered completed when REVERSO MOTO sends the aforementioned order confirmation to the Buyer;
3.5 Despite the sending of the order confirmation, REVERSO MOTO will have the right NOT to process orders in the following cases:
a) REVERSO MOTO has NOT received payment for the Products;
b) The data entered by the Buyer in the Form are incomplete and/or INCORRECT;
c) The Products ordered by the Buyer are NOT available, even temporarily;
d) The Buyer requests unique pieces (i.e. products made to the Buyer's specific requests and different from the standard Products) which are NOT compliant with safety or good technical standards;
3.6 If REVERSO MOTO does NOT intend to process an order, it must promptly carry out, and in any case within 30 (thirty) days from the day following the transmission of the Form, the following activities:
a) Inform the Buyer by email;
b) Reimburse the Buyer for any sums paid as payment for the price.
4. PRODUCT CHARACTERISTICS
4.1 Unless the product sheet or the Order Confirmation contain specific provisions to the contrary, the Buyer acknowledges that the Products are NOT approved for road circulation and can therefore only be used for other purposes, such as, for example, exhibitions, demonstrations, fairs or use on road circuits closed to public transit;
4.2 REVERSO MOTO, therefore, declines all responsibility in the event that the Buyer uses the Products for normal road circulation, and will NOT be responsible for damage caused to things and/or people by use other than that intended;
4.3 The Buyer undertakes to inform all those who purchase the Products from the Buyer about the characteristics of the Products and their unsuitability for road circulation. Should the Buyer FAIL to comply with the information obligation set forth in this clause, he or she will be obliged to indemnify and hold REVERSO MOTO harmless from any prejudicial consequences arising from such omission.
5. PRICE AND PAYMENT METHODS
5.1 Payment of the price of the Products may be made by the Buyer by:
Bank transfer to be made to the banking institution indicated in the Form;
5.2 The price for the purchase of the Products and the shipping costs, as indicated in the Form, will be charged to the Buyer's current account at the time of the order confirmation referred to in clause 3;
5.3 Payment is considered made when the sum becomes physically available to REVERSO MOTO at its bank.
5.4 For sales to non-EU customers only, where the goods being sold are not available at the time the order is placed, the customer will be asked to pay a sum equal to the value of the goods sold or equal to 30% of the goods sold as a confirmation deposit to be paid to REVERSO MOTO, which will receive it and issue a receipt. Upon delivery of the goods, the sum paid as a confirmation deposit will be applied to the sale price. In the event of withdrawal by the customer upon completion of the order, REVERSO MOTO has the right to retain the aforementioned sum or to return it and take action pursuant to art. 1453 of the Italian Civil Code. In the event of non-compliance by REVERSO MOTO, it will return the amount received as a confirmation deposit to the customer, who hereby waives any claims for damages or penalties.
6. DELIVERY TIME
6.1 REVERSO MOTO will ship the Products as soon as possible after receiving payment. If REVERSO MOTO is unable to ship the Products within 10 (ten) days of receiving payment, REVERSO MOTO will notify the Buyer, indicating the estimated shipping date. The Buyer may decide whether to accept this shipping date or cancel the order, obtaining a refund of the amount paid. If the Buyer decides to cancel the order, he/she waives any right to claim compensation for damages due to delay;
6.2 In the event that, following the notice referred to in the previous clause 6.1, the Buyer confirms its willingness to receive the order anyway, it also waives any claim for damages relating to delivery delays of less than 60 (sixty) days compared to the indicated and agreed-upon deadline. In the event of a delay exceeding 60 (sixty) days compared to the deadline indicated and agreed-upon in the previous clause 6.1, the Buyer will have the right to terminate the contract, request a refund of the amount paid, and compensation up to a maximum of 10% of the value of the Products purchased.
7. DELIVERY OF PRODUCTS AND LIMITS OF LIABILITY
7.1 For logistical reasons, the carrier designated by REVERSO MOTO for shipment will be deemed accepted by the Buyer. However, if the Buyer intends to use a carrier designated by him/herself, he/she must promptly notify REVERSO MOTO;
7.2 The costs of packaging, wrapping and transport of the Products are borne by the Buyer, as indicated in the Form;
7.3 The Products will be delivered by REVERSO MOTO to the Buyer at the address indicated by the latter in the Form. Upon shipment of the Products, an email will be sent to the Buyer;
7.4 Upon delivery to the indicated location, in the absence of the Buyer, a notice will be issued, following which it will be the Buyer's responsibility to contact the carrier as soon as possible to agree on the delivery methods;
7.5 REVERSO MOTO declines all liability for any disruptions, delays, or omissions in delivery due to unforeseeable circumstances or force majeure. In any case, REVERSO MOTO's liability for delays in delivery shall NOT exceed the cost of shipping incurred by the Buyer.
8. PACKAGING
8.1 The Products will be packaged and prepared for shipment by REVERSO MOTO according to the ordinary technique and care that the nature of the product recommends, with the protection required for normal transport conditions;
8.2 Any special packaging or additional services must be specifically requested by the Buyer and the related costs will be borne exclusively by the latter.
9. WARRANTY FOR DEFECTS
9.1 REVERSO MOTO guarantees the Buyer that the Products will comply with the technical specifications indicated in the order, and therefore be free from defects and non-conformities;
9.2 Small discrepancies compatible with the craftsmanship of the Products, such as, by way of example and NOT limited to, inaccuracies in drilling-couplings, and which in any case DO NOT affect the functionality and/or appearance and/or image of the Products, are NOT to be considered defects and deformities;
9.3 Unless otherwise stated in the order confirmation, REVERSO MOTO provides a warranty on the Products supplied for 12 (twelve) months from the date of delivery;
9.4 Parts of the Products subject to normal wear and tear and any consumables supplied are excluded from the warranty;
9.5 The guarantee referred to in this clause will immediately lapse in the event of:
a) Tampering, disassembly, misuse or incorrect use, poor or incorrect maintenance and/or storage of the Products;
b) Failure to comply with the instructions indicated in the assembly manual, or where present, through a video supplied together with the Product;
c) Use of spare parts of the Products NOT supplied by REVERSO MOTO;
d) Default by the Buyer in payments due to REVERSO MOTO;
9.6 The Buyer must examine the purchased Products as soon as possible and, in any case, must report any defects to REVERSO MOTO, by fax and/or email, with subsequent confirmation by registered letter with return receipt, no later than 8 (eight) days from receipt of the Products, or from the discovery of the defects in the case of hidden defects. It is understood that any complaints or disputes do NOT entitle the Buyer to suspend or otherwise delay payments;
9.7 The Products will be recognised as actually defective only after REVERSO MOTO has ascertained and confirmed the existence of the defect, sending notification of this to the Buyer by email;
9.8 Except in cases of wilful misconduct or gross negligence, under no circumstances will REVERSO MOTO be liable for compensation for direct or indirect damages of any nature arising from the Products.
10. WARRANTY REPLACEMENTS AND REPAIRS
10.1 The REVERSO MOTO warranty includes:
a) The repair of Products recognised as defective and/or faulty;
b) If the repair is NOT possible, or if for any reason REVERSO MOTO does NOT deem it appropriate, the replacement of the Products recognised as defective and/or faulty;
10.2 REVERSO MOTO is NOT responsible for any other charges or services than those indicated in clause 10.1;
10.3 Replaced Products must be returned to REVERSO MOTO, at the latter's expense, within 7 (seven) days of receiving the notification referred to in clause 9.7 above. REVERSO MOTO, at its sole discretion, may proceed with the replacement, authorizing the Buyer NOT to return the Products.
11. DISCLAIMER
11.1 REVERSO MOTO assumes NO responsibility for any damages that may arise, directly or indirectly, to the Buyer or to third parties/things/animals from the INCORRECT use and/or assembly of the Products, from inadequate maintenance, or from repairs carried out by NON-authorised technicians;
11.2 REVERSO MOTO assumes NO responsibility for any injuries or damages to the Buyer or to third parties, which may occur during or in connection with loading, unloading, assembly or installation of the Products;
11.3 The Buyer expressly exonerates REVERSO MOTO from any liability pursuant to clauses 11.1 and 11.2 and undertakes to hold it fully harmless and indemnified.
12. ADVERTISING
12.1 The Buyer has NO obligation to promote the Products he purchases;
12.2 Should the Buyer intend, on his own initiative, to promote the Products through, for example, trade fairs, events, showrooms or any form of advertising, he must give prior notice to REVERSO MOTO and must scrupulously comply with the indications and directives provided by REVERSO MOTO itself;
12.3 The Buyer will NOT be entitled to any compensation, reimbursement, or any form of financial contribution from REVERSO MOTO for the promotional activity carried out.
13. REVERSO MOTO TRADEMARK, PROHIBITION OF REGISTRATION, DISTINCTIVE SIGNS AND DOMAIN NAMES
13.1 The Products are marked with the Trademark. The Buyer is obliged to maintain the Trademark on the Products, and NOT to affix other trademarks to the Products themselves without the specific written authorization of REVERSO MOTO;
13.2 The Buyer undertakes NOT to register, directly or indirectly, the trademarks, domain names or other distinctive signs of REVERSO MOTO and/or those relating to the Products, nor any trademarks, domain names or distinctive signs that are similar or confusingly similar to those of REVERSO MOTO and/or those relating to the Products;
13.3 In the event that the Buyer has registered or registers any exclusive right on the trademarks, names or other distinctive signs or any domain name of REVERSO MOTO and/or those relating to the Products, in violation of the provisions of the previous clause 13.1, such registrations will be considered automatically and by right transferred from the Buyer to REVERSO MOTO or to the legitimate owners of those relating to the Products and, therefore, the Buyer undertakes from now on to carry out all actions necessary to perfect and make effective the transfer of such rights from the Buyer to REVERSO MOTO or to the legitimate owners of those relating to the Products, without the Buyer being entitled to either compensation or reimbursement of expenses and costs incurred;
13.4 The Buyer also undertakes NOT to use and/or register names or distinctive signs likely to cause confusion with the names or distinctive signs legitimately used by REVERSO MOTO and NOT to imitate the Products or in any case carry out, by any other means, acts likely to cause confusion with the REVERSO MOTO Products.
14. NON-EXCLUSIVE
14.1 No exclusive rights will be granted to the Buyer. Therefore, REVERSO MOTO, unless otherwise agreed in writing between the parties, will be free to:
a) Sell the Products directly in the country;
b) Sell the Products to other resellers and/or distributors in the Country;
c) Appoint its own agents and distributors in the country; and without the Buyer receiving any compensation, not even in the form of a commission.
15. COMPENSATION
15.1 In exchange for the resale of the Products, the Buyer will NOT be entitled to any compensation, damages, termination indemnity or payment for any goodwill that may be procured for REVERSO MOTO.
16. CONFIDENTIALITY AND NON-DISCLOSURE OBLIGATIONS
16.1 The Buyer, aware of the importance and notable industrial and commercial value of the Confidential Information of which he may directly or indirectly come into possession or knowledge, undertakes to:
a) NOT to disclose, publish and/or communicate to third parties, directly or indirectly, in any form, the Confidential Information, nor to dispose of and/or make any use of it, directly or indirectly, other than that necessary for the performance of one's professional activity;
b) Keep all Confidential Information in written or tangible form in a safe and inaccessible place and take any other appropriate measures to maintain the confidentiality of the Confidential Information received;
c) Use Confidential Information in compliance with the provisions of EU Regulation 2016/679 (GDPR) and the Personal Data Protection Code (Legislative Decree 30 June 2003, n. 196 and subsequent amendments);
d) NOT use the Confidential Information for your own benefit or that of third parties;
e) NOT reproduce, copy and/or duplicate, in any way, documents (including electronic ones) containing the Confidential Information or part thereof, except with the prior written consent of REVERSO MOTO;
16.2 Furthermore, upon simple written request from REVERSO MOTO, the Buyer undertakes to:
a) Immediately cease use of the Confidential Information;
b) Return to REVERSO MOTO and/or immediately destroy all Confidential Information in its possession within 3 (three) days of receiving the request;
c) Certify in writing, within 3 (three) days of receiving the request, that he/she no longer holds any Confidential Information and/or that any in his/her possession has been destroyed.
17. FORCE MAJEURE
17.1 REVERSO MOTO will NOT be liable for failure to fulfill any of its obligations if this is due to force majeure. Examples of force majeure include: war, civil unrest, fires, floods, power outages, strikes, and serious supply difficulties;
17.2 If the cause of force majeure continues for a period exceeding 6 (six) months, each party shall have the right to terminate the contract.
18. COMMUNICATIONS
18.1 Any communication required or imposed under the contract or the GTC shall be deemed to have been validly made:
a) For REVERSO MOTO: at the addresses and contact details indicated by the Buyer in the Form;
b) For the Buyer: to the following REVERSO MOTO addresses: 62010 - Appignano (MC), Via dell'Argilla n. 6; Email: info@reversomoto.it
19. APPLICABLE LAW
19.1 The contract and these GTC are governed by and interpreted in accordance with Italian law, with the specific exclusion of the 1980 Vienna Convention on the International Sale of Goods.
20. COMPETENT COURT
20.1 For all disputes arising from the order and/or these GTC, or in any way connected to them, including those concerning their validity, effectiveness, interpretation, execution, and termination, the Court of Macerata will have exclusive jurisdiction. However, notwithstanding the above, REVERSO MOTO reserves the right to appeal to the court of the place where the Buyer is domiciled.
21. INFORMATION ON THE PROCESSING OF PERSONAL DATA
21.1 For the purposes of EU Regulation 2016/679 (GDPR) and Italian legislation on the processing of personal data, REVERSO MOTO informs the Buyer that personal data (personal, identification, tax, and economic) relating to legal entities entering into relationships with REVERSO MOTO, as well as the personal data of natural persons acting on their behalf, are collected, recorded, organized, stored, and processed for administrative and accounting purposes. Specifically, these purposes relate to the following activities: order and invoice management; stipulation of any contracts (including contracts for credit insurance of REVERSO MOTO towards the Buyer and contracts for the assignment of such credit); supplier administration; fulfillment of contractual or legal obligations. The aforementioned data may be disclosed to third parties, in relation to the purposes for which they were acquired and collected;
21.2 The foregoing constitutes information pursuant to the aforementioned legislation, and the Buyer declares that he or she consents, for all legal purposes, to the processing of the aforementioned data by REVERSO MOTO. The Buyer further declares that he or she is fully aware of the text of Articles 13 and 14 of EU Regulation 2016/679, which are available on the REVERSO MOTO website at the "Privacy Policy" address, in relation to the "rights of the data subject."
UNFAIR TERMS
Pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code, the Buyer declares to have expressly read and accepted the following clauses:
- Art. 3): "Conclusion of the contract" (Clauses 3.4, 3.5);
- Art. 4): "Product Characteristics";
- Art. 5): "Price and Payment Methods" (Clause 5.3);
- Art. 6): "Delivery deadline";
- Art. 7): "Delivery of Products and limits of liability";
- Art. 9): "Guarantee for defects" (Clauses 9.2, 9.4, 9.5, 9.7, 9.8);
- Art. 10): "Replacements and repairs under warranty" (Clause 10.2);
- Art. 11): "Disclaimers";
- Art. 13): "REVERSO MOTO trademark, prohibition of registration, distinctive signs and domain names";
- Art. 14): "Non-exclusive";
- Art. 15): "Compensation";
- Art. 17): "Force majeure";
- Art. 19): "Applicable law";
- Art. 20): "Competent Court";
- Art. 21): "Information".