Terms and Conditions

This document sets out the general terms and conditions on the basis of which users are offered the use of the website www.utcut.it which offers products, solutions and services for various industries. Retro-Fitting Ltd. specializes in the distribution of mechanical tools, power tools, cnc machine tools, electromechanical instrumentation and industrial electronics including spare parts, software and related pre-sale and after-sale services.

Definitions

To enable full understanding and acceptance of these terms and conditions, the following terms, in the singular and plural, shall have the meanings set forth below:

• Owner: Retro-Fitting srl, with registered office in Viale Olanda, 1 – Zona Industriale 73010 Surbo (LE), VAT Number / Tax Code 02848100752, PEC address privacy@utcut.it
• Application: the website www.retro-fitting.com
• Products: the products provided to the user by the Owner
• User: any individual who accesses and uses the Application
• User Consumer: the natural person of legal age who concludes a contract for purposes unrelated to his or her entrepreneurial, commercial, craft or professional activity, if any
• Non-Consumer User:   the natural person over 18 years of age or legal person who concludes a contract for the performance or needs of his or her business, trade, craft or professional activity
• Terms: this contract governing the relationship between the Owner and Users and the sale or supply of the Products offered by the Owner through the Application.

Scope of the Conditions

Use of the Application implies User’s acceptance of the Terms. If you do not intend to accept the Terms and/or any other notices, legal notices, disclosures published or referred to therein, you may not use the Application or its services.

The Conditions may be changed at any time.

The applicable Conditions are those in effect on the date of transmission of the purchase order or request for supply of a Product.

Before using the Application, you should read the Terms carefully and save or print them for future reference.

The Owner reserves the right to change at its own discretion, at any time, the graphical interface of the Application, the Contents and their organization, as well as any other aspect that characterizes the functionality and management of the Application, communicating to the User, where necessary, the relevant instructions.

Purchase or request for supply through the Application

All Products offered through the Application are described in detail on the relevant product pages (quality, features, availability, price, delivery time and charges, ancillary charges, etc.). Some errors, inaccuracies or minor differences between what is published on the Application and the actual Product may show up. In addition, any pictures of the Products are representative only and do not constitute a contractual element.

Purchases and/or requests for supply of one or more Products through the Application are permitted to both Consumer and Non-Consumer Users.

Individuals are allowed to make purchases and/or supply requests only if they are of legal age. For minors, any purchase and/or request for supply of Products through the Application must be screened and authorized by parents or those exercising parental responsibility.

The offer of Products through the Application constitutes an invitation to offer and the order sent by the User will count as a contractual proposal to purchase and/or request for supply, subject to confirmation and/or acceptance by the Owner as described below. Therefore, the Owner shall, at its sole discretion, have the right to accept or reject the User’s order without the User being able to object or complain about anything in any capacity and/or reason.

The contract for the sale or supply of Products shall be deemed to be concluded upon the Holder’s acceptance of the User’s contract proposal . The Owner will accept the User’s contract proposal by sending the order confirmation to the e-mail address provided by the User or by displaying an order confirmation web page, which will contain the date of the order, the User’s data, the characteristics and availability of the Product, the price or the way in which the price is calculated, any additional charges and ancillary taxes, the delivery address, the delivery time and any delivery costs, the way to exercise the right of withdrawal or its possible exclusion, and the guarantee.

The contract of sale or supply of the Products shall not be deemed effective between the parties in default of the preceding paragraph.

In the event that the Product is not available, the Owner will notify the User of the new delivery or supply terms, asking whether or not it intends to confirm the order. It is understood that the contract shall be deemed to be completed with respect to the Products accepted by the Holder.

The User agrees to verify the correctness of the data in the order confirmation and to immediately notify the Holder of any errors and will keep a copy of its order, its confirmation and the Conditions.

Prices and payments

The price including VAT, if due, is shown for each Product. Where the nature of the Product means that it is impossible to calculate it in advance, the manner in which the price is calculated is indicated.

In addition, any taxes, additional charges, and delivery charges that may vary depending on the destination, delivery method chosen, and/or payment method used will be indicated. Where such expense items cannot reasonably be calculated in advance, there will be an indication of what expenses will be charged to the User.

The Holder reserves the right to change, at any time, the price of the Products and all additional charges, if any. It is understood that any price changes will in no case affect contracts already concluded prior to the change.

The User agrees to pay the price of the Product at the time and in the manner specified in the Application and to communicate all necessary data that may be required.

The Application uses third-party tools for payment processing and in no way comes into contact with the payment information provided (credit card numbers, cardholder name, passwords, etc.).

Should such third party instruments deny authorization for payment, the Holder may not supply the Products and may not be held liable in any way.

Billing

The User who wishes to receive an invoice will be asked for billing information. For the issuance of the invoice, the information provided by the User, which he declares and guarantees to be true, will be authentic, releasing to the Holder every ample indemnity in this regard.

Method of delivery of material products

Tangible Products and/or digital goods delivered on a tangible medium will be delivered to the address indicated by the User, in the manner and within the term chosen or indicated on the Application and stated in the order confirmation. Unless otherwise specified, the delivery terms specified in the order confirmation indicate the period of time customarily required to deliver the Product from the time the courier takes delivery.

In the event that it is not possible to supply the requested Products, timely notice will be given by e-mail to the User, including an indication of when delivery is expected or the reasons why delivery is impossible.

If the User does not wish to accept the new term or delivery has become impossible, the User may request a refund of the amount paid, which will be credited promptly in the same mode of payment used by the User for the purchase within a maximum of 14 days from the date on which the Holder became aware of the request for refund.

Upon receipt of the Product, the User is required to verify its compliance with the order placed as well as the integrity of the packaging. In the event of obvious damage to the packaging and/or the Product, the User may refuse delivery of the Product and may return it at no charge to the User. Once the delivery document has been signed, the User may not object to any dispute about the external characteristics of the delivered Products.

The Owner shall not be liable to any party or third party for damages, losses, and costs incurred as a result of failure to perform due to force majeure.

Exclusion of the Right of Withdrawal of Non-Consumer Users

The Non-Consumer User is not granted the right to withdraw from the contract of sale or supply of the Products. The User expressly acknowledges that the indication in the order of a VAT number automatically qualifies him/her as a non-consumer User, for whom the right of withdrawal does not apply.

Consumer Users’ Right of Withdrawal from the Purchase of Material Products

Only the User Consumer who for any reason is not satisfied with the Product has the right to withdraw without penalty and without specifying the reason within the period of 14 days from the date of receipt of the Product, by sending a written notice to the e-mail address sales@retro-fitting.com, using the optional withdrawal form in the following article or any other written statement.

In the case of separate delivery of several Products, ordered by the User Consumer in a single order, the 14-day period for exercising the right of withdrawal starts from the day on which the last Product was received.

In case of withdrawal, the User Consumer shall return the Product to the Holder, without undue delay and in any case no later than 14 days from the date on which he communicated his decision to withdraw from the contract. The User Consumer will bear only the direct cost of returning the Product, unless the Holder has stated that it will bear the cost.

In the event of a properly exercised withdrawal, the Holder will refund the payments received from the User, in the same payment methods used by the User for the initial transaction, without undue delay and in any case within 14 days from the day on which the User communicated that he/she wished to withdraw from the contract.

The Holder is not obligated to reimburse delivery costs if the Consumer User has expressly chosen a type of delivery other than the least expensive type of delivery offered by the Holder.

The Holder, unless he or she has offered to pick up the Product himself or herself, may withhold the refund until has received the Product or until the Consumer User has demonstrated that he or she has returned the Product.

The Holder will not accept a return if the Product is found to be malfunctioning due to misuse, neglect, physical, cosmetic or superficial damage or alteration, tampering or improper maintenance or wear and tear, absence of integral product elements (accessories, parts, etc.). In such cases, the Holder will return the purchased Product to the sender and charge the sender for the shipping costs.

Optional form to exercise the right of withdrawal

The User may withdraw using the following form, which must be completed in its entirety and sent to the e-mail address sales@retro-fitting.com before the withdrawal period expires:

I hereby give notice of withdrawal from the contract of sale or supply relating to the following product __________
 Order number:_______
 Ordered on: _______
 First and last name: _______
 Address: ______
 E-mail associated with the account from which the order was placed: ____________________
 Date: __________
 

Warranty of Material Products for Non-Consumer Users

In relation to the tangible Products, the warranties for defects in the thing sold, the warranty for defects in promised and essential qualities and the other warranties provided for by the Civil Code with their terms, forfeitures and limitations (Articles 1490 et seq. c.c.) will be applied to non-consumer Users.

Warranty of Conformity of Material Products for Consumer Users

The legal guarantee of conformity, provided for in Articles 128-135 of the Consumer Code, is recognized for all Products sold through the Application that fall under the category of “consumer goods,” as governed by Art. 128, 2nd paragraph of the Consumer Code: any movable goods, including those to be assembled, except (i) property subject to forced sale or otherwise sold in other ways by judicial authorities, including by delegation to notaries, (ii) water and gas, when not packaged for sale in a delimited volume or specified quantity, (iii) electricity.

The legal guarantee of conformity is reserved for Consumer Users only.

The Owner has the obligation to deliver to the User Consumer Products in accordance with the sales contract. The Products are presumed to be in conformity with the contract if, where relevant, the following circumstances coexist:

• Are suitable for the use for which goods of the same type are customarily used
• conform to the description made by the Holder and possess the qualities of the good that the seller has presented to the User Consumer as a sample or model
• present the usual quality and performance of a good of the same type, which the Consumer User may reasonably expect, taking into account the nature of the Product and, where appropriate, public statements on the specific characteristics of the Products made in this regard by the Owner, the manufacturer or its agent or representative, particularly in advertising or on labelling
• are also suitable for the particular use intended by the User Consumer and which has been brought to the attention of the Holder at the time of the conclusion of the contract and which the Holder has also accepted by conclusive facts.

Therefore, any failures or malfunctions caused by accidental events or by the responsibility of the Consumer User or by use of the Product not in accordance with its intended use and/or with the provisions of the attached technical documentation are excluded from the scope of the conformity warranty.

A conformity defect that becomes apparent within 24 months from the date of delivery of the Product must be reported within 2 months after the date of discovery of the defect.

Unless proven otherwise, defects of conformity arising within 6 months after delivery of the Product shall be presumed to have existed on that date, unless such a presumption is inconsistent with the nature of the Product or the nature of the defect of conformity. After the 6 months, it will be up to the Consumer User to provide proof that the damage did not originate from misuse or improper use of the Product.

Pursuant to Art. 130 of the Consumer Code, in the event of a lack of conformity of the Product, the Consumer User has the right to restore the conformity of the Product, without charge. To this end, the User Consumer may choose between repairing the Product or replacing it.

This right of choice may not be exercised if the remedy sought is objectively impossible or unduly burdensome. In addition, the Consumer User is entitled to an appropriate price reduction or termination of the contract only if one of the following situations occurs: (i) repair and replacement are impossible or excessively expensive; (ii) the Holder has failed to repair or replace within a reasonable period of time; (iii) the replacement or repair caused significant inconvenience to the User Consumer.

If the User Consumer wishes to take advantage of the remedies under the conformity warranty, he or she must send written notice to sales@retro-fitting.com.

The Holder will promptly acknowledge the communication of the alleged conformity defect and indicate to the Consumer User the specific procedure to be followed, also taking into account the product category to which the Product belongs and/or the reported defect.

Content submitted by Users

The User may upload Content to the Application as long as it is not unlawful (i.e., obscene, intimidating, defamatory, pornographic, abusive or in any way illegal or violates the privacy, intellectual and/or industrial property rights of the Owner and/or third parties), misleading, or is not otherwise detrimental to the Owner and/or third parties or does not contain viruses, political propaganda, commercial solicitation, mass e-mail or any other form of spamming. In the event of a dispute by a third party, the User assumes full responsibility and agrees to indemnify and hold the Owner harmless from any damage, loss or expense.

You warrant that Content is submitted to the Application through your account by those of age. For minors, submission of Content must be screened and authorized by parents or those exercising parental responsibility.

The User is totally and exclusively responsible for the use of the Application with respect to the functions of publication, consultation, management of Content and contact between Users and is therefore the sole guarantor and responsible for the correctness, completeness and lawfulness of the Content and his/her own behavior.

It is forbidden to use an e-mail address that is not owned by the User, to use the personal data and credentials of another User for the purpose of appropriating his or her identity, or otherwise misrepresent the origin of Content.

The Owner is not able to ensure timely control over the Content received and reserves the right at all times to delete, move, edit those that, in its discretion, appear unlawful, abusive, defamatory, obscene or infringing of copyrights and trademarks or in any case unacceptable.

Users grant the Owner a non-exclusive right of use over the submitted Content, without restriction of geographic areas. The Owner may therefore, directly or through third parties of its trust, use, modify, copy, transmit, extract, publish, distribute, publicly perform, disseminate, create derivative works from, host, index, store, annotate, encode, modify and adapt (including without limitation the right to adapt for transmission by any mode of communication) in any form, any Content (including images, messages, including audio and video) that should be sent by the User, including through third parties.

Submitted Content will not be returned, and the Owner will not be liable to Users for the loss, modification, or destruction of transmitted Content.

It is expressly prohibited unless explicitly authorized by the Holder: (i) The use of automatic ad uploading systems, except those expressly authorized, (ii) the serial publication and/or management of advertisements for third parties by any means or methods, (iii) resell the services of the Owner to third parties.

Industrial and Intellectual Property Rights

The Owner represents that it is the owner and/or licensee of all intellectual property rights relating to and/or pertaining to the Application and/or Content available on the Application. Therefore, all trademarks, whether figurative or named, and all other signs, trade names, service marks, word marks, trade names, illustrations, images, logos, and content relating to the Application are and remain the property of the Owner or its licensors and are protected by applicable trademark laws and relevant international treaties.

The Terms do not grant the User any license to use any individual content and/or materials available therein, unless otherwise governed.

Any reproductions in any form of the explanatory texts and Contents of the Application, if not authorized, will be considered violations of the Owner’s intellectual and industrial property rights.

Exclusion of warranty

The Application is provided on an “as is” and “as available” basis, and the Owner makes no express or implied warranties with respect to the Application, nor does the Owner make any warranty that the Application will meet the needs of Users or that it will never have interruptions or be error-free or that it will be free of viruses or bugs.

The Owner will endeavor to ensure that the Application is available continuously 24 hours a day, but shall in no way be held liable if, for any reason, the Application is not accessible and/or operational at any time or for any period. Access to the Application may be suspended temporarily and without notice in the event of system failure, maintenance, repairs, or for reasons wholly beyond the Owner’s control or for force majeure events.

Limitation of Liability

The Owner shall not be liable to the User, except in the case of willful misconduct or gross negligence, for inefficiencies or malfunctions related to the use of the Internet beyond its control or that of its suppliers.

The Owner shall also not be liable with respect to damages, losses and costs incurred by the User as a result of the non-performance of the contract due to causes not attributable to the Owner, the User being entitled only to the eventual full refund of the price paid and any ancillary charges incurred.

The Holder assumes no responsibility for any fraudulent and illegal use that may be made by third parties of credit cards and other means of payment, as it does not come into contact in any way with the payment data used (credit card number, holder’s name, password, etc.)

The Holder will not be responsible for:

• Any loss of business opportunity and any other loss, including indirect loss, that may be suffered by the User that is not a direct result of the breach of contract by the Owner
• Incorrect or unsuitable use of the Application by Users or third parties
• The issuance of erroneous documents or tax data due to errors related to the data provided by the User, the User being solely responsible for correct entry

In no case shall the Owner be held liable for more than twice the amount of the cost paid by the User.

Force majeure

The Holder shall not be held liable for failure or delay in the performance of its obligations, for circumstances beyond the reasonable control of the Holder due to force majeure events or, otherwise, unforeseen and unforeseeable events and, in any case, beyond its control.

The Holder’s performance of obligations will be considered suspended for the period during which force majeure events occur.

The Holder will take any action in its power in order to find solutions that will allow the proper fulfillment of its obligations despite the persistence of force majeure events.

Linking to third-party sites

The Application may contain links to third-party sites/applications. The Owner exercises no control over them and, therefore, is in no way responsible for the contents of these sites/applications.

Some of these links may redirect to third-party sites/applications that provide services through the Application. In these cases, the general conditions for use of the site/application and use of the service prepared by the third party will apply to the individual services, with respect to which the Owner assumes no responsibility.

Privacy

The protection and processing of personal data will be done in accordance with the Privacy Policy which can be found at Retro-Fitting privacy policy page

Applicable law and jurisdiction

The Conditions are subject to Italian law.

For non-Consumer users, any dispute relating to the Application, performance and interpretation of these Terms shall be subject to the jurisdiction of the court of the place where the Owner is located.

For Consumer Users, any dispute relating to the application, execution and interpretation of these Conditions shall be devolved to the court of the place where the Consumer User resides or has elected domicile, if located in the territory of the Italian State, without prejudice to the right of the Consumer User to bring an action before a judge other than the “consumer forum” pursuant to art. 66 bis of the Consumer Code, with territorial jurisdiction according to one of the criteria set forth in Articles 18, 19 and 20 of the Civil Procedural Code.

It is without prejudice to the application to Consumer Users who do not have their habitual residence in Italy of any more favorable and mandatory provisions provided for by the law of the country in which they have their habitual residence, in particular in relation to the deadline for exercising the right of withdrawal, the deadline for the return of the Products, in the event of the exercise of such right, the procedures and formalities for the communication thereof and the legal guarantee of conformity.

Online Dispute Resolution for Consumer Users

The Consumer User residing in Europe should be aware that the European Commission has established an online platform that provides an alternative dispute resolution tool. This instrument may be used by the Consumer User to settle non-judicially any dispute relating to and/or arising from contracts for the sale of goods and provision of services entered into online. Accordingly, the Consumer User may use such platform for the resolution of any dispute arising from the contract entered into online. The platform is available at: ec.europa.eu/consumers/odr/

Date 10/07/2023