General sales conditions B2B

of Kolinpharma SpA, with registered office in Milan, in via Larga no. 8, VAT 08331990963 – e-mail: assistenzaclienti@kolinpharma.com  (hereinafter, the Seller) 

  Whereas 

– the Seller manages the website https://ecommerce.kolinpharma.com/ (hereinafter “Website”);

– the website is also intended for commercial transactions between entrepreneurs (B2B);

– the meeting between supply and demand for the products indicated below and online trade contracts takes place on the website;

– the expression “General Sale Conditions” refers to the sales contract relating to the Seller’s goods stipulated between them and the Buyer as part of a remote sales system set up by the Seller;

– for this contract, remote communication technology via the Internet will be implemented;

– purchases made on the website by buyers are governed by these General Sales Conditions;

 – the Buyer holds the status of professional, meaning the natural or legal person acting on their own behalf or in the name and on behalf of a company, organisation, association, freelancer holding of a regular VAT number;

– this contract – and the conditions required – exclusively concern the B2B sale to a Buyer/Professional, as specified in the previous line;

– all contracts shall be concluded directly through the Buyer’s access to the Website corresponding to the address https://ecommerce.kolinpharma.com/ where they shall follow the indicated procedures to access the reserved area of the website dedicated to online trading;

– the trademark and logo relating to the website are the sole property of the Seller;

– common terms in the field of information technologies have been used when drafting these General Conditions and that, in the event of any disagreements regarding their interpretation or meaning, the contents of the main specialised publications in the field shall be taken into account;

– this preamble constitute an integral and substantial part of the contract;

   the parties agree as follows:  

Art. 1

Object of the contract

1. With this contract, respectively, the Seller sells and the Buyer purchases the following tangible movable assets remotely via web tools:

• DOLATROX® hcc 

and offered for sale on the website https://ecommerce.kolinpharma.com/

2. The products referred to in the previous point are shown on the web page: https://ecommerce.kolinpharma.com/products

Art. 2

Contract stipulation

1. The contract between the Seller and the Buyer is concluded exclusively through the Internet by the Buyer accessing the address https://ecommerce.kolinpharma.com/, where, following the procedures indicated, they shall formalise the proposal for the purchase of the goods referred to in the previous art. 1.

Art. 3

Contract conclusion and effectiveness

1. In order to proceed with the purchase of products, the Buyer must register on the Seller’s website and provide all the data required to allow them to perform the order. The data shall be processed in accordance with EU Regulation 2016/679. Upon receipt of the data, the Seller shall promptly send an e-mail to the Customer containing the account chosen during registration. The password must be kept by the Customer.

2. The contract is concluded by carefully filling in the request form and the consent to purchase expressed online or via the compilation of the form attached to the online electronic catalogue at https: / /ecommerce.kolinpharma.com/ and subsequently sending the form, also after viewing a web page summarising the order, which contains the details of the buyer and the order, the price of the purchased goods, shipping costs and any additional accessory charges, payment methods and terms, the address where the goods shall be delivered, delivery times and the existence of the right of withdrawal.

3. By sending the order form, the Buyer acknowledges and declares to have read all the information provided during the purchase procedure, as well as the additional information relating to Privacy contained on the Website and to accept the Conditions of sale in full and unconditionally.

4. The contract is concluded and is effective when the Seller receives the order from the Buyer. The Seller then sends a confirmation e-mail or displays a web page for order confirmation and summary, which also contains the data referred to in the previous point.

Art. 4

Delivery terms and method

1. The Seller shall deliver the ordered products in the manner chosen by the Buyer or indicated on the website at the time of the offer and confirmed via e-mail.

2. Shipping times may vary from the day of the order to a maximum of 5 work days from confirmation of the order.

3. Shipping methods, times and costs are indicated at the address https://ecommerce.kolinpharma.com/faq

4.The Seller may suspend the delivery of products sold in the event of lack of or non-regular payment of the price by the Buyer, pursuant to the following art. 6.1.

Art. 5

Price

1. The sale price is indicated on the website https://ecommerce.kolinpharma.com/products expressed in Euro.

2. The price is net of VAT and of any other taxes. Shipping costs and any additional charges (e.g. customs clearance), if present, although not included in the price, are indicated and calculated in the purchase procedure before placing the order by the Buyer and contained on the web page summarising the order placed.

Art. 6

Payment terms

1. The payment of the full price for the purchase of the good must be made in the manner and timing indicated in the appropriate web page by the Seller.

2. Failure or incomplete timely payment within the term required by the previous art. 6.1. shall constitute a serious breach for the Buyer and shall determine the Seller’s right to terminate the contract, without the need for formal notice.

3. All communications relating to payments take place on a special Supplier line protected by an encryption system. The Supplier assures this information is stored with an additional level of security encryption and in compliance with the provisions of the current legislation on the protection of personal data.

Art. 7

Responsibilities of the seller

1. The Seller is not responsible, except in the case of wilful misconduct or gross negligence, for disservices or malfunctions related to the use of the Internet outside of their own control or that of their subcontractors.

2. The Seller is not responsible for damages, losses and costs incurred by the Buyer as a result of non-performance of the contract for reasons not attributable to them, since the Buyer is only entitled to a full refund of the price paid and any additional charges incurred.

3. The Seller declines any responsibility for any information, documents and materials placed by third parties on the Website, even if such contents are made available to the Buyer as part of an advertising service offered by the Seller.

Art. 8

Seller’s Obligations

1. the Seller guarantees conformity of the products with the technical specification declared and their immunity from faults and defects, as well as their safety according to the standards in force at the time of their marketing.

2. The Seller is responsible for the damage caused by defects in the goods sold if they fail to communicate the identity and address of the manufacturer or the person who supplied them with the goods to the Buyer, within 3 months of the request.

3. The Seller is not liable for the consequences deriving from a faulty product if the defect is due to the conformity of the product, to a binding legal regulation or to a binding provision, or if the state of scientific and technical knowledge, at the time in which the manufacturer marketed the product, did not yet make it possible to deem the product as defective.

4. No compensation is due if the Buyer was aware of the product defect and the resulting danger and nevertheless voluntarily exposed themselves to it. In any case they must prove the defect, the damage, and the causal connection between defect and damage.

Art. 9

Responsibilities of the Buyer

1. The Buyer is solely responsible for the correctness and completeness of their identification data and in any case for any data entered on the Website and/or in the order form, in particular with reference to the product ordered, with the exclusion of any liability by the Seller.

Art. 10

Buyer’s Obligations

1. The Buyer undertakes to pay the price of the purchased goods within the times and methods indicated in the contract.

2. Once the online purchase procedure has been completed, the Buyer undertakes to print and store this contract.

3. The information contained in this contract has, however, already been viewed and accepted by the Buyer, who acknowledges it, as this step is made mandatory before confirming the purchase.

Art. 11

Right of withdrawal

1. The Buyer has the right to withdraw from the purchase contract within the term of 14 (fourteen) calendar days.

2. To exercise the right of withdrawal, the Buyer must notify the Seller of their decision to withdraw before the expiry of the “Withdrawal Period”.

Art. 12

Termination of the contract

1. The Buyer’s obligations and the exact fulfilment of the obligations undertaken by the Seller are crucial.

2. The breach of only one of these obligations, if not determined by unforeseeable circumstances or force majeure, shall result in the legal termination of the contract pursuant to Article 1456 of the Italian Civil Code, without the need for a court ruling.

Art. 13

Protection of confidential information and processing of the Buyer’s data

1. The Seller protects the privacy of its customers and assures that data processing complies with the provisions of Regulation (EU) 2016/679 (GDPR).

2. The Buyer declares to have read the information notice (Annex 1) pursuant to art. 13 and 14 of Regulation (EU) 2016/679 (GDPR) available on the website www.fornitore.com. and by accepting these general conditions provides consent to the processing of their personal data for the purposes and in the manner indicated in the aforementioned notice.

3. The Buyer’s personal, corporate and tax data, acquired directly or indirectly by the Seller, shall be collected and processed in paper, computer or online form, exclusively for the purpose of allowing the execution of purchase orders. The data acquired by the Seller shall be stored for a period of time not exceeding that required for the purposes for which they were collected and subsequently processed.

4. Although not expressly required herein, reference is made to the aforementioned information notice that the Purchaser declares to have received, viewed and understood.

Art. 14

Contract retention method

1. Pursuant to art. 12 of It.Legislative Decree 70/2003, the Seller informs the Buyer that each order sent is retained in digital/paper form on the server at the Seller’s headquarters according to confidentiality and safety criteria.

Art. 15

Communications and complaints

1. Written communications directed to the Seller and any complaints shall only be deemed valid if sent to the following address: Via Larga, 8 – Milan (MI), 20122, or if sent via e-mail to the following address assistenzaclienti@kolinpharma.com. The Purchaser indicates their registered office or domicile, the telephone number or the e-mail address to which they wish to receive the Seller’s communications in the registration form.

Art. 16

Dispute settlement

1. All disputes arising from this contract shall be referred to the Chamber of Commerce of Milan and resolved according to the Conciliation rules adopted by the latter.

2. Should the Parties intend to refer the matter to the Ordinary court, the competent court is that established conventionally by the Parties.

Art. 17

Applicable law and reference

1. This contract is regulated by Italian law.

Art. 18

Competent court

Any dispute that refers to the interpretation, execution, breach or termination of these general sales conditions or that in any way is related to them shall be subject to the jurisdiction of the Italian State, Court of Milan, exclusively competent even in the case of joinder

Art. 19

Final clause

1. This contract repeals and supersedes any previous agreement, arrangement, negotiation, written or verbal between the Parties and concerning the subject of this contract.

The Buyer declares to have read the aforementioned clauses and conditions, and in particular the conditions referred to in art. 4 (Delivery terms and method), art. 7 (Responsibilities of the Seller), art. 10 (Buyer’s Obligations), art. 16 (Dispute settlement), Art. 17 Applicable law, Art. 18 Competent court, whose clauses – reread and approved – are accepted by the Buyer with all consequent effects pursuant to and for the purposes of articles 1341 and 1342 civ. code

Buyer