General terms and conditions of sale
1. Scope of the Conditions
1.1 The general conditions of sales (“Conditions”) apply to the purchase of the products (“Products”) made available on the website https://www.upsurgeon.com/ (“Website”) or by direct email or fax message to UpSurgeOn S.r.l. (“UpSurgeOn” or “Supplier”). Reference is made to the products purchased by Consumers and/or Professionals – as defined below – (“Users”) via the e-commerce platform embedded in the Website or via phone, fax or email message addressed to the contact details indicated in the Website.
1.2. The User who visits the Website or contacts the Supplier by email to purchase the Products must read the Conditions of sale – available on the Website – thoroughly before placing their order. In placing their order, the User agrees to be bound to the Conditions of sale.
2. Definitions2.1 “Supplier” – and the owner of the Website – means UpSurgeOn S.r.l., represented by its pro-tempore legal representative, with registered office in Assago (MI), Via Cascina Venina, n. 7/s, tax code and VAT number 09723700960, registered with the Registrar of Trading Companies of Milan under no. MI-2110314. The Supplier carries out their business activities and promotes the sale of their Products through distance contracts; 2.2 As defined by Legislative Decree no. 206 dated September 6, 2005 and subsequent amendments and integrations (“Consumer Code”), “Consumer” means an individual who acts for personal purposes, not related to their entrepreneurial, trading, professional or artisanal activities if any; 2.3 As defined by the Consumer Code, “Professional” means an individual or legal person who carries out entrepreneurial, trading, artisanal or professional business activities or acts as an intermediary thereof; 2.4 “User” means a visitor of the Website or a person who contacts the Supplier via phone, fax or email to purchase the Products. They could be either a Consumer or a Professional.
3. Scope of the contractThe Conditions regulate the purchase of the Products from the Website by the Users.
4. Execution and effectiveness of the contract4.1 The contract is executed upon receipt by the User of an order confirmation email sent by the Supplier to the email address provided by the User. The User is required to retain the order confirmation email containing all the details of the order. 4.2 In the case of an online sale of the Products on the Website, the User shall create and sign up for a personal account, providing a valid email address (mandatory to submit the order) and a password. Already registered Users can access their personal accounts by entering their credentials. 4.3 In the case of a direct sale of the Products via email, the order is considered as placed upon request of the relevant billing details and sending of an order confirmation email. The order shall be processed only once the User provides the Supplier with the order confirmation signed in acceptance.
5. Conditions and availability of products5.1 The information and characteristics of the Products are available on the Website. UpSurgeOn undertakes to provide a detailed description of the items on sale, still considering that the technical specifications and images of a Product might be incomplete and not exhaustive or subject to amendments by the manufacturer. 5.2 Product availability in the Website only refers to the availability of the Product at the moment the User places their order. Therefore, it has to be regarded as a mere guidance because the Supplier may run out of inventory prior to the order confirmation (due to more than one User on the Website) or, due to an IT malfunction, the Products may be framed as available while they are not, for example because they have exceeded their useful lifespan. For this reason, UpSurgeOn reserves the right to check a product availability upon receipt of the order and, in case the product is out of stock, to communicate the new estimated delivery dates or agree a different solution with the User.
6. Sale prices6.1 All the sale prices of the Products (“Price”) are expressed in Euro and do not include VAT. If applicable, VAT shall be calculated when selecting the Product and adding it to the “basket”. 6.2 Shipping costs are not included in the Price. Shipping costs shall be calculated on the basis of the aggregate amount of the ordered items. In the case of online sale, the aggregate Price shall become visible after adding at least one Product to the basket. 6.3 In the case of delivery to countries or territories outside the EU, the recipient might be required to pay customs duties and import taxes upon arrival of the Products. The recipient is indeed regarded as goods importer and as such they will be bound to abide by the laws and regulations applicable in the country or territory of delivery. 6.4 Any additional costs arising out of customs duties and/or import taxes shall be borne by the recipient. UpSurgeOn shall not pay these costs in advance and shall not be held liable for any customs charges. Should the User refuse to pay import taxes, the goods will be retained by customs. No returns will be accepted.
7. Terms of payment and billing7.1 The User can pay the Products via PayPal. Once the order is confirmed, the User will be allowed to make their payment via a credit card accepted by the PayPal circuit in compliance with the relevant conditions. This option can be selected also without registering to PayPal. 7.2 The Products ordered by the User will be listed in the invoice description. The electronic invoice will be issued as soon as the Products leave the warehouse and will be sent to the email address provided by the User. No paper invoice will be sent by regular mail or included in the package. The User is required to check the information included in the invoice and promptly report any correction to be made. 7.3 Changes/variations are accepted only for orders whose billing process is still on hold and shall be requested only in writing (via email or fax). No requests for changes shall be accepted after completion of the order notified to the User by UpSurgeOn.
8. Delivery8.1 Products are delivered to Italy, Europe and outside Europe by courier. Delivery estimates may vary as specified in the order confirmation. Shipping charges may vary depending on the customer’s location. 8.2 The User is responsible for providing all the information necessary to deliver the Products and for checking that the details included in the order are correct and complete. In receiving the Products and before signing the delivery note of the courier, the User shall check that the number of packages is consistent with what indicated on the delivery note and the packages are unaltered. Should there be any issue with the packages, the User shall make a note on the delivery document stating the reasons for partially accepting the package (e.g. partially accepted because one item is missing, because packages are smashed or broken etc.)
9. Product warranty
9.1 Product warranty regulations differ depending on the User being a Customer or a Professional:
(i) If the buyer is a Consumer, the warranty shall cover a 24-month period as of the delivery date of the defective Products. The warranty only applies if the buyer files a formal written claim within 2 months from discovery of the defects and if the Product has been used properly, in compliance with the relevant product specifications and solely for the use intended.
(ii) If the buyer is a Professional, the warranty shall cover a 12-month period as of the delivery date of the Product. The warranty only applies if the buyer notifies the Supplier of the relevant defects within 8 days from discovery and if the Product has been used properly, in compliance with the relevant product specifications and solely for the use intended.
9.2 In case of defective products, the Supplier reserves the right to inspect the Product in advance to verify whether the defect exists and whether it may fall under their responsibility. In the positive, the Supplier undertakes to rectify the defect or replace the Products they deem to be defective. Should this not be possible, the Supplier undertakes to refund – in full or in part – the price paid by the buyer through a credit note for the same amount without entailing any liability for the Supplier for direct, indirect or consequential damage of any kind, loss of profit or losses that may result from the use – or misuse – of the Product by the buyer.
9.3 For the Product to be fixed/replaced, the User shall ship the item to the offices of UpSurgeOn S.r.l., in Assago (MI), Via Cascina Venina 7/s. Shipping charges of the defective product to and from UpSurgeOn shall be borne by UpSurgeOn. Should the Product result altered under any form whatsoever, UpSurgeOn reserves the right to assess the validity of the warranty. UpSurgeOn will return to the buyer, at the buyer’s expenses, the Products that:
- are shipped without their original packaging, accessories or documentation;
- are shipped with inadequate or inappropriate packaging and therefore damaged;
- are damaged because of the lack of the original packaging and of an outer packaging to protect them from damage.
9.4 Without prejudice to the above, the Supplier shall not be liable for faults, defects or lack of quality resulting from negligence or willful misconduct of the User or from reasons attributable to the User and in any case not to UpSurgeOn including, by way of example, i) incorrect assembly or installation of the Products, ii) misuse of the Products by the buyer, iii) repairs or alterations of the Products without the prior written consent of the Supplier, iv) usual wear, inadequate or deficient maintenance and storage of the Products.
10. Right to cancellation
10.1 Pursuant to article 52 and subsequent of the Consumer Code, the Consumer has the right to cancel the purchase order within 14 days of receipt of the Product at their domicile with no penalties or justification required, provided that:
- Products are not used or damaged;
- Products are returned using their original, intact packaging;
- Materials are returned along with a document showing the number of the Product, the invoice date and the reason for the product return;
- Return shipping costs are borne by the buyer.
10.2 In the case of multiple delivery of Products ordered through the same order placed by a Consumer, the 14-days term to exercise the cancellation right will elapse as of the date of the most recent delivery.
10.3 In exercise their right to cancellation, the buyer shall bear return shipping costs only.
10.4 Refund shall take place in the shortest possible delay and in any case no later than 14 days after receipt of the returned goods. The funds will be refunded by bank transfer at the bank details provided by the Consumer.
10.5 It is agreed that the Consumer will be held liable for any loss in the value of the returned Products if the Products have been misused or used in a way that is not consistent with their nature, features and functioning.
11. Amendments and severance
11.1 Sales are regulated by the Conditions exclusively, in the version available at the date of execution of the contract, i.e. the Conditions applicable when the User uses the platform and makes the payment. UpSurgeOn reserves the right to change the Conditions, as well as the economic terms thereto related. Amendments shall be notified to the User by email at the most recent email address provided. The User is entitled to cancel the contract within 15 days of receipt of the communication mentioned above; otherwise the Conditions are regarded as accepted.
11.2. Should some provisions contained in the Conditions be declared void or invalid, those provisions shall not affect the validity and enforceability of any of the remaining provisions of the Conditions.
12. Force majeure and limitation of liability
12.1 UpSurgeOn shall not be held liable for any breach of the Conditions, although predictable, due to a third party’s fault, the User’s negligence, a force majeure event or any other events that are reasonably beyond the control of UpSurgeOn.
12.2 UpSurgeOn shall not be liable for the misuse of the Products by the User and in particular for not complying with the product’s instructions. UpSurgeOn shall not be liable for any damage caused to the User or to third parties resulting from the misuse of the Product.
12.3 The User is fully responsible for the purchase made on the Website and undertakes to read the Products instructions and warnings thoroughly and to use the Products accordingly.
12.4 UpSurgeOn does not accept any liability for direct or indirect damage – either predictable or not – arising out of and/or connected with the User’s experience on the Website. Should UpSurgeOn be held liable for a prejudice suffered by the User in connection with an order, such liability will be in any case limited to the amount of the order paid by the User to UpSurgeOn.
12.5 In accepting the Conditions, the Users declare to waive any request for damages and refund against UpSurgeOn and to hold the latter harmless and indemnified from any liability and actions thereto related, including any lawsuit or arbitration for injury risk, compensation for damage occurred to people and/or things for any reason whatsoever, not directly related to the intended and consistent use of the Products. Nothing in the Conditions shall exclude or limit the liability of UpSurgeOn to the Consumer for any fraud, death or personal injuries resulting from UpSurgeOn”s negligence, breach of the applicable provisions of the Consumer Code or any other liability that cannot be excluded or limited by law.
12.6 UpSurgeOn shall not be held liable for any damage resulting from failure to perform the services offered in the Website due to the malfunction or disruption of the electronic means of communication for reasons beyond the control of UpSurgeOn, including by way of example, fires, natural disasters, power outage, Internet, phone and other service disruptions or interventions by other Users or third parties having access to the network.
13. Processing of personal data
15. Governing law and competent jurisdiction
15.1 The Conditions are regulated by Italian laws and construed thereunder.
15.2 Unless otherwise established by the Consumer code, in the case of Users other than a Consumer, any controversy arising between the parties in connection with these Conditions of sale, their interpretation, performance and validity or in connection with the User’s experience on the Website shall fall under the exclusive jurisdiction of the Courts of Milan.