1. Except where otherwise provided in the Contract, the following terms and expressions shall have the meanings shown below:
a) “Orthodontics”: Orthodontics High Design srl, with registered office in Bologna at Via Titta Ruffo n. 6, REA 422 722, P.I. 02227461205, email firstname.lastname@example.org PEC OHD@PEC.IT.
b) “Customer”: natural or legal person who concludes the contract for the purchase of one or more Products, in the exercise of its corporate, commercial, craft or professional activity.
c) “Parties”: Orthodontics and the Customer.
d) “Website” or “Website”; the Website at www.orthodonticshd.com, by which the Customer can buy the Products and access to the restricted area. Features and functionality of the Website may change at any time and without notice.
e) “Product”: each item offered for sale through the Website , such as, but not limited to, preformed and single orthodontic appliances, orthodontic and dental Products and materials, orthodontic and dental equipment and medicinal equipment.
f) “Login Credentials”: the “username” and “password” related to the account of each Customer, needed for access to the restricted area of the Website and in any case for the purchase of one or more Products.
g) “Business Days”: Monday through Friday, excluding national holidays and 4th October (Festivity of the Saint Patron of Bologna).
h ) “General Conditions”: these General Conditions of Sale.
i) “Proposal” or “Order Form”: the proposal to purchase one or more Products, made online through the Website by following the procedures available for this purpose. Any notes or amendments entered by the Customer in any text fields available before forwarding the Proposal will have no effect and will not lead to any contractual obligation.
j ) “Contract” is made by these General Conditions and the Proposal. In the event of any inconsistency between the General Conditions and the Order Form, the General Conditions will prevail.
1. These General Conditions regulate the contractual relationship between Orthodontics and the Customer (necessarily as Professional) related to the sale of one or more Products.
2. This Contract may be entered with Professional Customers only (ie Customers that operate in the exercise of their business, commercial, craft or professional activity, even through a broker) and not with individuals acting as consumers under current legislation (for example, “a natural person who is acting for purposes which are outside its business, craft or professional activity”). In no case, regulations to protect consumers can be considered applicable.
1. The Customer may purchase one or more Products listed in the electronic catalogue of the Website, as illustrated and detailed in the relevant data sheets, according to the technical procedures related to the Website itself. The publication of the Products on the Website constitutes an invitation to the Customer to make a proposal for a purchase contract to Orthodontics. The order submitted by the Customer is a contractual proposal and the Customer himself explicitly claims to be aware and fully accepts these General Conditions, as well as to operate in the exercise of its professional activity.
2. The Customer can also place the order by telephone; in this case, he will receive an order confirmation to the e- mail or PEC address communicated by himself.
3. The correct receipt of the proposal by the Customer is confirmed by Orthodontics through a reply sent to the email or PEC address supplied by the Customer and it merely confirms the receipt of the proposal within the information systems. The message also contains all the data entered by the Customer, who agrees to verify the correctness and to communicate any corrections in a timely manner.
4. Each Purchase Contract negotiated between Orthodontics and the Customer shall be concluded by the acceptance of the Proposal by Orthodontics through the order confirmation. Orthodontics has the power to accept or reject, in its sole discretion, the Proposal sent by the Customer; in case of non-acceptance the latter cannot make any claims or rights of any kind , for any reason, including compensation.
5. After sending the confirmation reply by Orthodontics, if it find price and/or features of one or more Products posted on the Website not to be correct, it will notify the Customer by asking it to make a new proposal, without implying any contractual constraint until its possible acceptance.
6. By sending the order form, the Customer declares to have read all the information provided during the purchase process and to accept in full the General Conditions and any other provided contractual clause.
4. Representation of Products
1. The visual representation of Products on the Website, if available, usually matches to the picture of the same Products and has the sole purpose of presenting them for the sale, without any guarantee or commitment by Orthodontics, about the exact correspondence of the image shown on the Website to the real product.
2. In case of differences or discrepancies between the picture and the Product Data Sheet, the latter shall prevail.
5. Products Purchase Proposal
1. Unless otherwise agreed in writing, the Customer can purchase the Products referred to the catalogue published on the Website only, and according to procedures provided therein.
2. Prices of Products listed on the Website are subject to changes at any time and without notice. Limited to Proposals being accepted or accepted by Orthodontics, the conditions of sale in force at the time of their submission to the Customer shall apply.
6. Conclusion of the Contract
1. By sending the order form, the Customer propose Orthodontics to purchase one or more Products, upon payment of valuable consideration and according to the terms and procedures set out in the Contract.
2. Acceptance of the proposal is confirmed by Orthodontics by notice of acceptance of the order sent to the email or PEC address provided by the Customer.
1. The Customer is required to keep the authentication Credentials with the utmost care, confidentiality and diligence. The Customer commits to immediately notify by email, registered mail or PEC, the possible theft or loss, total or partial of the access credentials or just a part of them and however their unauthorized use by third parties, to Orthodontics. Orthodontics can disable, without notice, the Customer’s account and send new credentials before re-enabling the Customer.
2. The Customer shall be responsible for any damage caused to Orthodontics and / or third parties caused by failure to observe the above, with a commitment to indemnify and hold harmless Orthodontics from any third party claims.
1. The Customer will pay the price referred to the order placed, by credit card or advance bank transfer to Orthodontics.
2. Before finalizing the order and sending the relevant order Form, the Customer can still review the prices and shipping charges.
9. Shipping Charges
1. Shipping charges are indicated in the order Form or on the Website before the negotiation of the Contract; however they will be summarized in the order confirmation page before forwarding the relevant order Form.
1. In the event that the Customer makes the payment of the Products by credit card, together with the order confirmation he will receive the link to make payment. The information related to the credit card will be transmitted and managed by a third party (“Intermediary”), via secure connection directly to the Website of the Intermediary which manages the transaction.
2. Orthodontics reserves the right to request the Customer additional information and / or to send copy of documents proving the ownership of the credit card used by him. If the Customer fails to transmit the additional information or documentation required, Orthodontics reserves the right not to accept the order or terminate the Contract, by giving notification to the Customer to the email or PEC address specified by the Customer, without this could be considered as non-performance of a contract.
1. The event that the Customer chooses to pay by bank transfer, the order will be processed after the receipt of the amount. The bank transfer must be made by the Customer within fifteen (15) working days from the order acceptance by Orthodontics, under penalty of cancellation of the order itself.
2. The purpose of the bank transfer must contain the order number and the identity of the Customer.
12. Order processing and delivery time
1. Orthodontics, through its own staff and/or third parties, shall process the order and deliver Products to a carrier, freight forwarder or other agent within approximately two (2) working days from the proper receipt of the payment.
2. The delivery address communicated to the carrier or freight forwarder is the one indicated by the Customer and stated in the order confirmation.
3. The Customer expressly agrees to receive goods even in case of order fulfillment within thirty (30) days from the day after the correct receipt of payment, without this being considered a non-performance of the contract. These delivery times are related to the Products in stock at the time of the purchase order. No responsibility can be attributed to Orthodontics for delays in delivery of the goods due to unforeseeable circumstances or force majeure.
4. If the delivery time of the product ordered is delayed with respect to the delivery time possibly specified before the order, Orthodontics is committed to notify the Customer either by email or PEC to the address indicated by the Customer himself.
1. The delivery of the Products will be at the risk of Orthodontics until the time they are delivered to the carrier, freight forwarder, or to another agent charged by Orthodontics for delivery to the Customer.
2. No responsibility , for any reason, can be charged to Orthodontics by the Customer in case of delay in delivery of the Products.
3. Unless otherwise notified to the Customer by Orthodontics, delivery of the Products is intended to street level. In order to deliver Products subject of the Contract, is always required the presence of the Customer or his representative at the place indicated by the Customer himself.
14. Inspection upon delivery of the Products
1. Upon delivery of the Products by the courier charged by Orthodontics, the Customer is required to check that the number of packages delivered corresponds to that indicated in the transport document and that the packaging is not damaged or otherwise altered, by checking very carefully the presence of possible signs that indicate the potential damage of goods.
2. Possible damage to the packaging and / or the Products and / or the mismatch in the number of packages and / or information must be immediately notified by the Customer, who must declare, in writing to the person in charge of delivery of the Products, that they are accepted with reserve. The Customer also undertakes to notify promptly to Orthodontics, but not later than eight (8) days from the date of delivery, (by registered letter with acknowledgment of receipt or message from his PEC box, respectively, physical address or PEC address as per art. 1, paragraph 1, letter a, according to these General conditions of sale) any and every possible problem related to physical integrity, matching of the Products received, under penalty of forfeiture.
1. For each Purchase Contract completed through the Website, Orthodontics will issue an invoice related to Products which will be shipped and to the payment received.
2. The information provided by the Customer with the order, will be used to issue the invoice. The Customer assumes all liability for the accuracy of the information. No change in the invoice will be possible after the issuance thereof.
1. Orthodontics guarantees that the Products are free from manufacturing defects for a period of twelve (12) months from delivery, subject to the limitations of Art. 17 (” Exclusions and limitations of warranty”).
2. During the warranty period, the Products and their accessories (if defective in accordance with the preceding paragraph) will be repaired or replaced by Orthodontics without any charge for either spare-parts or labor.
3. The failure to use the Products determined by a possible stay in the Orthodontics laboratories for repair does not determine the extension of the warranty period.
1. Transportation costs from the Customer to the laboratory for the technical assistance will be entirely borne by the Customer, while those related to the return will be borne entirely by Orthodontics.
2. The Warranty as per the art. 16 (” Warranty “) is excluded in the following cases:
3. If Orthodontics finds that any possible flaws or defects in one or more Customer’s Products is directly or indirectly attributable to the Customer himself or its assignees, the Customer will be required to pay the costs incurred for the verification purpose, and, notwithstanding to paragraph 1 of this Article, of-pocket expenses for their return; Orthodontics, on its own initiative or upon Customer’s request, might also send him a quote for the repair.
1. All trademarks, and any intellectual work, distinctive mark or name, image, picture, written text or graphics, and more generally any other intangible asset protected by laws and international conventions on intellectual property and industrial property related to Products, the Website and any ancillary additional documents, shall remain the exclusive property of Orthodontics and / or its licensors and / or their respective owners, without resulting any rights to the Customer from the access to the Website and /or the conclusion of purchase contracts.
1. In addition to what is provided under the other provisions of the Contract, Orthodontics shall have the right, without prejudice to any other remedy provided by law, to adopt any appropriate measure on the account and Customer’s data in case of serious violations of the Contract or the legislation, with particular but not exclusive reference to the cases of improper use of means of payment. The above mentioned measures, by way of example and without limitation, may include: disabling, suspension and cancellation of the account, making it impossible to access the restricted area of the Website.
2. Wherever possible, Orthodontics will, however, give notice to the Customer of the measures referred to in the preceding paragraph.
1. Orthodontics may terminate the Contract, pursuant to and by effect of art. 1456 Civil Code, by notice via registered letter with return receipt or by PEC at least seven (7) days’ notice in case of insolvency of the Customer or in any case of delay in payment of more than fifteen (15) days.
21. Resignation of the Parties to the Contract
1. It is expressly excluded the early resignation of the Parties, subject to any cases explicitly detailed and defined in the Contract.
22. No right of resignation on Products
1. The Customer may not benefit, in any case, from any right of resignation on Products purchased from Orthodontics.
1. Any disputes and/or complaints about the contractual relationship must be submitted to Orthodontics by email, PEC or registered letter with return receipt.
2. Orthodontics is committed to examine the dispute or the complaint and provide a written response (by email, registered letter or PEC) to the Customer within thirty (30) days of receipt of the notification referred to the preceding paragraph, except in cases of particular complexity for which Orthodontics is committed to inform the Customer within the times aforesaid in relation to the progress of the practice.
24. Contract Transfer
1. The Customer may not transfer the contract or the rights and obligations arising from it. Orthodontics may transfer to third parties in whole or in part the rights and obligations under the Contract.
25. Force majeure and acts of third parties
1. Orthodontics is not liable for force majeure, unavailability of transportation means, unforeseeable or unavoidable events that cause a delay in delivery and / or make deliveries difficult or impossible or cause a significant increase in the cost of delivery at its own expense. Orthodontics is not liable or responsible for any damage due to acts of third parties, force majeure, equipment failure and/or telecommunications networks, fire, explosions, riots and popular riots, acts of terrorism, strikes, floods, earthquakes, natural disasters and / or other events that may prevent or limit the delivery of Products.
2. In the cases referred to in the preceding paragraph, Orthodontics has the right to split, postpone or cancel, in whole or in part, the expected delivery or to terminate the Purchase Contract. In such cases, Orthodontics is committed to provide timely and adequate notice of its decisions to the email address specified by the Customer, who , in this case, has the right to a refund of the price already paid, excluding any further claims, at any title, against Orthodontics. At this regard, the Customer expressly abandons any claims, even as a mere reimbursement and / or compensation against Orthodontics.
1. Generally speaking, the Customer may contact Orthodontics using the contact details set out in these Terms and Conditions and on the Website, without prejudice to the cases expressly set out in these Terms and Conditions or on the Website. Any possible communications and notifications must be sent to Orthodontics by registered letter with return receipt or by PEC to the contact details mentioned in art. 1, paragraph 1, lett. a ( “Definitions “).
2. Orthodontics may contact the Customer by e -mail, PEC, fax, telephone and / or any other means of communication.
1. Orthodontics may change at any time and without notice, the content of these Terms and Conditions, the Website, the Catalogue and Products.
1. Except for cases of wilful deception or serious negligence, in no other other case, any sums due by Orthodontics in whatsoever capacity or reasons will exceed those paid by the Customer according to the Contract .
2. Extent permitted by applicable law, Orthodontics assumes no responsibility for loss , damage or corruption of data , loss of profits , losses caused by the use of Products or by their functionality, loss of business or contracts, loss of revenues or of anticipated savings, loss for increased costs or expenses, or for any losses or damages, or any indirect or consequential losses.
29. Minor Negligence
1. Orthodontics is not liable for damages, even to third parties, that may be caused as a result of its own minor negligence.
30. Processing of personal data
31. Applicable law and jurisdiction
1. Relationships under the Contract are governed by Italian law.
2. For any dispute that may arise concerning the application, interpretation and execution of the Contract the court of Bologna will be solely competent.
Under the terms and for the purposes of articles 1341 and 1342 Civil Code, the following articles of the General Sales Conditions are to be specifically approved: 3 (Procedure of purchase), 12 (Order processing and delivery time), 13 (Delivery of Products), 14(Inspection upon delivery of the Products), 16 (Warranty), 17 (Exclusions and limitations of warranty), 19 (Suspension or cancellation of the Customer’s account), 20 (Termination of the Contract ), 24 (Contract Transfer), 25 (Force majeure and acts of third parties), 26 (Communications), 27 (Amendments), 28 (Limitation of Liability), 29 (Minor Negligence ), 31 (Applicable law and jurisdiction).