Terms of service
TERMS AND CONDITIONS OF SALE
1. ACCEPTANCE OF THE GENERAL CONDITIONS
1.1. These General Terms and Conditions of Sale (hereinafter, the “Terms”) govern every sales relationship between Teleproject Srl (hereinafter, the “Company”) and the Customer, unless otherwise agreed in writing through specific provisions.
1.2. These Terms, as well as any agreed-upon special terms, are deemed accepted by the Customer even if they differ from the Customer’s own general or special purchasing terms. Any such Customer terms will bind the Company only if expressly and specifically accepted in writing.
1.3. Any individual acting on behalf of the Customer shall be deemed to represent and bind the Customer with respect to these Terms and to any transactions concluded with the Company.
2. PRICES
2.1. Unless otherwise agreed in a specific contract, any offers, quotes, or price lists published by the Company may be modified at any time, without prior notice.
2.2. Orders, even if confirmed, are accepted subject to possible price increases imposed by suppliers or resulting from circumstances beyond the Company’s control. In such cases, the Company reserves the right to proportionally increase the agreed sale prices to reflect the higher costs incurred.
2.3. If the price increase exceeds 10% between the order confirmation date and the actual delivery date, the Customer will be notified. The Customer may terminate the contract by giving written notice within 5 days of receiving such notification.
2.4. Prices are generally intended as ex-warehouse (franco magazzino) and do not include shipping costs, packaging, taxes, or other ancillary charges, which remain the responsibility of the Customer, unless otherwise agreed in writing.
3. AGENTS AND INTERMEDIARIES
3.1. Agents and intermediaries do not have the authority to bind the Company. Their offers shall be considered subject to the Company’s approval. The Company reserves the right not to proceed with any order until it has confirmed or commenced execution, as outlined in Article 4.1.
4. CONCLUSION OF THE CONTRACT, TRANSPORT, AND COLLECTION OF PRODUCTS
4.1. A contract is deemed concluded once the Company:
• Issues a formal order confirmation to the Customer; or
• Has commenced execution of the order (in which case, the Company will promptly inform the Customer).
In both scenarios, the goods are considered received and accepted by the Customer at the Company’s warehouse. From that moment, the Customer bears the risk of loss or damage to the goods, without prejudice to the retention of title outlined in Article 12.
4.2. If the sale is followed by the shipment of products to a location different from the Company’s warehouse, the products travel at the Customer’s risk, including in cases where the sale or delivery is designated “carriage paid” (porto franco). Any complaints or reservations concerning the condition of shipped goods must be made directly to the carrier via a written communication (e.g., registered mail or email, depending on local legal requirements) within 48 hours of receipt of the goods.
4.3. Goods are typically shipped via DHL. However, the Customer bears all transit risks. Insurance can be arranged at the Customer’s request and expense.
5. DELIVERY TIMES AND ORDER FULFILLMENT
5.1. Delivery times stated by the Company are approximate and not of the essence.
5.2. Each individual order or delivery is considered autonomous and independent of any other orders or deliveries.
5.3. The Company reserves the right to fulfill an order through partial deliveries. Should the Customer wish to refuse partial deliveries, the Customer must give prior written notice to that effect.
5.4. The Company reserves the right not to accept a Customer order requiring a single, complete delivery of all ordered goods. The order will be binding on the Company only if a written acceptance is provided.
5.5. If the delivery of ordered goods is rendered impossible or becomes excessively burdensome due to events beyond the Company’s control, the Company may terminate the contract by sending a simple written notice to the Customer. This includes cases where the Company had previously confirmed the order.
5.6. Unless otherwise expressly agreed in writing, any delays by the Company in meeting the indicated delivery times will not entitle the Customer to terminate the contract, except where such delay is so substantial as to amount to a serious contractual breach.
5.7. If the Customer intends to terminate the contract due to a delay in delivery, the Customer must provide the Company with a written notice requesting the fulfillment of the order (or any unfulfilled portion) within a reasonable period of no less than 14 days. If the Company fails to deliver within that extended period, the contract will be considered terminated.
5.8. Unless the Customer has previously stated in accordance with Article 5.3 that only complete fulfillment of the order will be accepted, the Customer may not refuse or delay payment for goods delivered under partially fulfilled orders.
6. MANUFACTURER OR SOFTWARE OWNER WARRANTY
6.1. The parties acknowledge that the Company acts solely as a distributor of products manufactured by third parties. The warranty for the proper functioning of these products is therefore limited to the warranty provided by the respective manufacturer and/or software owner.
6.2. If, and only to the extent that, the manufacturer’s or software owner’s warranty so provides, and if a material defect is established, the Company will arrange for the replacement of defective components. However, the validity of such warranty is strictly subject to the correct use of the product as specified in catalogs, warnings, and instruction manuals provided to the end-user.
6.3. Any complaints related to products delivered by the Company must be submitted in writing (e.g., via email to info@dmr-tetra.shop) within 8 days of receiving the goods, including a copy of the packing slip, invoice, or accompanying documentation, and a clear statement of the reasons for the complaint. After this period, no claim can be accepted.
6.4. Under no circumstances does the Company guarantee that the products delivered will meet the specific needs or business requirements of the end-user.
6.5. The Company shall be liable for damages to persons or property other than the delivered products only where the Company is, or is legally found to be, directly responsible. In no event will the Company be required to indemnify the Customer or third parties for consequences arising from the use of the product, including direct or indirect damages, personal injury, damage to property other than the delivered material, lost profits, or any deterioration or loss of data.
7. COMPANY WARRANTY
7.1. If the Customer proves that a product malfunction is attributable to the Company’s custody or handling, the Company shall be liable for such defect if it renders the product unfit for its intended use, significantly reduces its value, or if the product lacks essential qualities or those expressly promised.
8. INVOICE-RELATED COMPLAINTS
8.1. Any complaints regarding invoices issued by the Company must be communicated in writing (e.g., email to info@dmr-tetra.shop) within 3 days of receipt of the invoice. Failing such communication, invoices shall be deemed accepted without reservation.
8.2. Under no circumstances may a complaint justify a delay or non-payment of an invoice.
9. LIMITATION OF LIABILITY
9.1. If the Company is held liable for a total or partial breach of its contractual obligations, the total compensation due to the Customer shall not exceed 10% of the price of the goods that gave rise to the damage.
10. DEPOSITS
10.1. Any deposits paid by the Customer are considered advance payments and not security deposits. In the event the Customer fails to perform its contractual obligations, the Company may retain such deposits without prejudice to its right to pursue further damages.
11. SOFTWARE RIGHTS
11.1. All software rights remain the property of the respective manufacturers or software owners, who grant the end-user only a license to use the software. All rights are reserved, and the Customer may not sell, license, pledge, or otherwise transfer these rights, whether for consideration or free of charge.
11.2. The Customer agrees not to remove or alter any proprietary notices appearing on program media or manuals, not to modify the products in any way, and to use them only in ways that are lawful or otherwise permitted by the rights holder.
11.3. The Customer also agrees to safeguard the products by following the manufacturer’s or reseller’s instructions. The Customer shall not counterfeit, nor enable or assist others in the counterfeiting of, any software products.
11.4. Resellers who act as intermediaries between the Company and end-users must include a clause in their own sales conditions similar in substance to Article 11.1.
12. RETENTION OF TITLE
12.1. All delivered products remain the full property of the Company until the total payment of the purchase price, including any associated costs, taxes, or fees.
12.2. The Customer must promptly notify the Company of any seizure or attachment by third parties of products purchased from the Company that have not yet been fully paid for. Failure to do so may subject the Customer to liability for all resulting damages.
12.3. If the Customer becomes insolvent or subject to bankruptcy proceedings, the Customer agrees to allow the Company to repossess its products without prior notice. The Company is also authorized to enter the Customer’s premises for this purpose. The costs of retrieving such products shall be borne by the Customer.
12.4. In case of non-payment, in whole or in part, by the due date, the Company may—without requiring a judicial order—take possession of the products and their accessories. The Customer agrees not to oppose such repossession.
13. PAYMENT TERMS
13.1. Payment methods are those specified in the invoice or accompanying documentation issued to the Customer.
13.2. The Customer may request a credit line for deferred payments only if the Company’s Credit Department, after reviewing the necessary documentation, approves it. The Company may determine at its sole discretion the amount of credit and specific payment terms offered.
14. NON-PAYMENT
14.1. The failure to pay an invoice or debit note by its due date, any request for payment deferral, or any other event indicating the Customer’s non-performance will cause the Customer to lose the benefit of any previously granted payment terms. All amounts owed to the Company thus become immediately payable, and the Company may also suspend delivery of any undelivered goods.
14.2. Non-payment by the due date of even a single invoice entitles the Company to reduce or revoke any credit line offered to the Customer.
14.3. In the event of non-payment or delayed payment by the Customer, the Company may immediately terminate any ongoing contracts without compensation to the Customer or further formality, upon giving simple written notice (e.g., email).
14.4. Each order or delivery is considered autonomous and independent. Any dispute between the Customer and the Company shall not justify suspension of payment for other invoices or for the undisputed portion of an invoice.
14.5. If an order is only partially fulfilled, the Customer is not entitled to refuse payment for the goods delivered.
14.6. Unless otherwise provided in Article 5.3, the Company may issue partial invoices according to partial deliveries made.
14.7. If the Customer requests additional services such as installation or setup, the obligation to pay for the products remains separate from the completion of such services; payment of product invoices cannot be delayed until installation or setup is completed.
14.8. Unless otherwise expressly agreed in writing, any partial or total non-payment by the agreed due date shall result in the application of late payment interest at the prime rate plus 2 percentage points, along with any related banking fees, without prejudice to claims for additional damages.
16. JURISDICTION AND GOVERNING LAW
16.1. Any dispute arising out of or in connection with these Terms or individual sales contracts shall be submitted to the exclusive jurisdiction of the Court of La Spezia, Italy.
16.2. The contract between the Company and the Customer, and any matters not expressly provided for in these Terms, shall be governed by and construed in accordance with Italian law.
Company Information
• Trade Name: dmr-tetra.shop
• Company Name: Teleproject Srl
• Registered Office: Via Aurelia Sud, 19021 Arcola SP, Italy
• Operational Headquarters: Via XXV Aprile, 19021 Arcola SP, Italy
• VAT Number: IT01166900116
• Company Registration Number (REA): 106269
• Phone: +39 0187 956105
• Email: info@dmr-tetra.shop