GENERAL SALES CONDITIONS
AUROFLEX GENERAL CONDITIONS OF SALE
LAST UPDATED FEBRUARY 6, 2023
Auroflex S.r.l., Via Giovanni de Carlis n. 7, 91011, Alcamo (TP), P.IVA 01809530817 (hereinafter also "Auroflex"), is a company operating in the sector of creation, production and marketing of labels and prints (hereinafter, in general, "Labels" or individually "Label") and has developed this service also through a dedicated e-commerce platform available on the website www.auroflex.it (hereinafter also the "Site").
The Site allows users of the Site (hereinafter "Customers" or individually "Customer") to view, create and purchase Labels on demand, based on a proprietary digital solution of Auroflex.
In particular, Auroflex has created sophisticated software for creating the Label made available on the Site (hereinafter the "Configurator") thanks to which it is possible for the user to independently select the pre-configured Label model, the type of paper on which the Label is printed, the Label characteristics, the number of label prints to be made, and other variable settings that may be made available by Auroflex in the Configurator (the adjustment and configuration activities of the Label and their number to be printed carried out autonomously by the Customer through the Configurator, are hereinafter also referred to as "Autonomous Customization"), as well as viewing the label on a reproduction of a bottle or other support in order to evaluate how it may appear indicatively in the reality.
In addition to the above, in order to be able to conclude the sale of the Label, dedicated consultancy will be required between the Customer and the Designer who created the Label model chosen by the Customer (the "Designer"). In this dedicated consultancy, the Customer and the Designer will define other essential graphic aspects for the creation and printing of the Label, including the denominations to be included in the Label, the colour, other graphic settings or solutions suitable for the specific needs of the Customer, etc. . (the label adjustment activities carried out by the Customer through the Designer, are hereinafter also referred to as "Customization through Consulting").
- PURPOSE AND SCOPE
These general conditions of sale of Auroflex products and services (hereinafter the "General Conditions of Sale"), together with the order form for the purchase of the Labels (the "Purchase Order") and any other agreements written between Auroflex and the Customer, together constitute a contract between the Customer and Auroflex (hereinafter the "Agreement") and regulate the terms and conditions of the following services and products:
- Non exclusive License to use the Site and the Configurator, without territorial limits and revocable at any time;
- Sale of consultancy services related to Customization through Consulting;
- Printing, Sale and Delivery of Labels
- Exclusive or non-exclusive license to use the images and graphics reproduced in the Labels, without limits of territory and time.
The General Conditions of Sale are mainly dedicated to professional users for commercial activities and not to consumer users as defined pursuant to art. 18, point 1, lett. a) of the Consumer Code (Legislative Decree 6 September 2005, n. 206). The VAT number will therefore always be required in order to be able to issue a regular electronic invoice
However, the Company reserves the right to allow the sale of the Labels also to consumer users if this is permitted by the Site and if expressly provided for in the Purchase Order for the purchase of the Labels.
- IDENTIFICATION OF THE SELLER OF THE LABELS AND SERVICES. THE LICENSEE
The seller of the Labels and consultancy services relating to the Customization through Consulting, as well as the licensee of the Site, the Configurator, the images and graphics reproduced in the Labels is:
Via Giovanni de Carlis no. 7
VAT number 01809530817
- SELECTION PROCESS AND FORMATION OF THE LABELS AND LOADING ON THE CART
3.1 The Customer who intends to buy the Labels available on the Site must comply with the provisions indicated on the Site itself, which may be unilaterally updated by Auroflex over time. The Customer is therefore invited to follow the procedures for purchasing Auroflex products and services by scrupulously observing the instructions indicated on the Site.
3.2 In order to be able to start the process of selecting and purchasing the Labels, the Customer must open a personal account (the "Customer Account"), selecting a username, or email address, and a password. The Customer is responsible for protecting his password. The Customer represents that he will not disclose his password to any third party and that he will assume sole responsibility for any activity or action related to his Customer Account, whether or not he has authorized such activity or action. The Customer shall immediately notify Auroflex of any unauthorized use of his Customer Account.
3.3. Where provided for by the Site, the Customer may also open a Customer Account via a so-called "social log-in", by connecting his third-party account (e.g. Facebook, Linkedin, Twitter, etc.) to the Site for authentication purposes only (hereinafter "Third Party Account"). If the information made available by the Third Party Account is not sufficient to be able to start the process of selection, creation and purchase of the Labels, Auroflex reserves the right to ask the Customer for additional information in order to be able to consider the Customer Account valid. If, for any reason, the Third Party Account or the relevant data are no longer available to Auroflex for the aforementioned purposes, Auroflex reserves the right to close the Customer Account. It is understood that Auroflex is in no way responsible for the contents of the Third Party Account or for its management, which remains the exclusive responsibility of the Customer and/or the suppliers of such Third Party Account.
3.4 The Customer may not have more than one (1) active Customer Account. The Customer agrees to provide accurate, complete and factual data during the registration process and to update such data to keep it accurate, current and complete. Auroflex reserves the right to suspend or terminate the Customer Account and access to the Site, as well as the license to use the Site and the Configurator, in the event that the Customer creates more than one (1) Customer Account or in the event that any information provided during the registration process or thereafter proves to be inaccurate, out of date or incomplete.
- IMPORTANT INFORMATION RELATING TO THE LABELS AND THEIR INTELLECTUAL PROPERTY.
4.1 The graphic contents reproduced in the Labels and their shape and structure are created by Auroflex according to proprietary graphic models and solutions or acquired under license from third parties. Therefore all intellectual property rights, including the design, models, graphic and representative solutions, lay-outs, and anything else connected to such contents and structure remain the exclusive property of Auroflex and/or their respective owners ( hereinafter the "Contents and Structure of the Label"). In no way Auroflex transfers to the Customers the intellectual property rights relating to the Contents and Structure of the Label but grants to these Customers who complete the purchase of the personalized Labels, a license to use them for purposes of a commercial nature, exclusive or non-exclusive ( depending on the type of purchase order), without time and territory limits, against payment of the price agreed in the Purchase Order of the Label as described below. The sale of the Labels, therefore, does not also include the transfer of the intellectual property rights relating to the Contents and Structure of the Label. The Customer, in the Label purchase form, will be able to select, in some cases and limited to what is specified and made available on the Site, the purchase of the exclusive license on the Contents and Structure of the Label. In the latter case, the Customer will have the right to use such contents exclusively and without limits of territory and time, even for commercial purposes without Auroflex or the Designers using such contents directly and without being able to transfer them to third parties.
4.2 It is understood that the name, logo and other content provided by the Customer to Auroflex or to the Designers to be reproduced on the Labels remain the exclusive property of the Customer or their assignors (the "Customer Content") and the Customer authorizes Auroflex to reproduce such contents in the Labels for the purposes set out in these General Conditions of Sale. The Customer indemnifies Auroflex from any prejudicial consequence, damage, or anything else (including legal fees) that may arise as a consequence of the presence in the Customer's Content of illicit contents or contents whose intellectual property rights belong to third parties. The Customer, therefore, guarantees that any and all Customer Content is lawful and does not violate the rights of third parties.
4.3 The graphic representation of the Labels as resulting on the Site and in the Configurator, also following the Customized Creation autonomously and/or in Consultancy, could be different from the physically printed reality; the Customer will therefore have to rely exclusively on the description of the Label and on the characteristics of the same indicated on the Site and on the Configurator.
4.4 Auroflex is in no case responsible for any errors deriving from the failure, even if only temporary, of the Customer's connection to the Site or failure of the Configurator and/or technical criticalities connected to the configuration, payment process, consultancy and anything else, in relation to facts not attributable to Auroflex or in any case beyond the control of the latter. In particular, any and all responsibility relating to compliance with the labeling standards for products of any kind remains the exclusive responsibility of the Customer, with particular reference to food products, clothing, products involving electrical risks or other risks, etc. . The consultations do not include any assistance regarding the legality or regulatory provisions relating to the Labels and its contents (by way of example, the dimensions, the font, the legal information, the words or images reproduced, etc.).
- FORMATION OF THE LABELS – AUTONOMOUS CUSTOMIZATION AND CUSTOMIZATION THROUGH CONSULTANCY.
5.1 The process of creating the Labels is managed entirely online through two phases involving the Customer, via the Customer Account, and the Designer:
- a) in the first phase, the Customer, through the Customer Account, selects the Label graphic model made available on the Site, which contains modifiable general indications, and proceeds with the Autonomous Customization of the Label using the Configurator;
6.1 The prices for the purchase of Auroflex products and services as well as for the creation, printing and delivery of the Labels are divided as follows:
- a) "Consultation Price": is the price of the consultancy requested from the Designer as per point 5 above.
- b) “Label Printing and Delivery Price”: is the price relating to the final cost of the Labels as per the number and characteristics requested by the Customer and for the delivery as indicated by the Customer.
- c) "License price for exclusive use of the Contents and Structure of the Label": is the price of any exclusive license relating to the Contents and Structure of the Label as indicated in 4.1 above.
- d) "Price for license for non-exclusive use of the Contents and Label Structure": included in the Price for Printing and Delivery of Labels.
The non-exclusive license for the use of the Site and the Configurator, always revocable, is granted free of charge to the Customer for the sole purpose of being able to form the Labels and proceed with the purchase of the same.
The prices referred to in letters a) - d) above are also collectively referred to as "Prices" or "Price"
6.2 The Prices will be those indicated on the Site on a case-by-case basis and in relation to the specific purchase orders of the Labels and consultancy services sent by the Customer using the appropriate forms or other methods indicated on the Site.
6.3 Auroflex constantly verifies the accuracy of the prices indicated on the Site; however, it is not possible to guarantee the absence of errors. In the event that an error occurs in the indication of a Price, Auroflex reserves the right to reject the Purchase Order and will offer the Customer the opportunity to purchase the product or service at the correct price. If the error is found only following acceptance of the order, Auroflex will offer the Customer the option of canceling the order.
6.4 Auroflex will issue a regular electronic invoice made out to the Customer, to the data provided by the latter with an indication of the Prices paid and broken down by item.
- CONCLUSION OF THE CONTRACT
7.1 Once the Customer has selected the Label model of his liking and after having proceeded with the Autonomous Customization, he will have to proceed with the Customization through Consulting, with the Designer, upon payment of the Consultancy Price. If the Customer, for any reason, does not proceed with the subsequent Purchase Order as indicated below, he will not be entitled to a refund of the Consultancy Price for the consultancy provided by the Designer on the occasion of the Customization through Consulting, to be considered completed.
7.2 After proceeding with the Autonomous Customization and Customization through Consulting, the Customer can send Auroflex, through the online methods made available on the Site and/or via email, the Purchase Order consisting of an order proposal for purchase of Labels on the basis of the Autonomous Customization and Customization through Consulting and the Designer Report. The Purchase Order must contain:
- a) The number of Labels;
- b) The exact delivery address of the Labels.
- c) The name to which to deliver the Labels and the billing address;
- d) A telephone number and an email address;
- e) Any other information requested in the Purchase Order form, made available on the Site.
7.3 To purchase the Labels, the Customer must:
(i) insert the selected Labels pursuant to the above in the "Cart" by clicking on the appropriate button;
(ii) complete the online form relating to the Purchase Order;
(iii) select the payment method;
(v) accept the technical specifications relating to labels and;
(vi) transmit the Purchase Order proposal to Auroflex via the Website and/or by email as indicated on the Website.
7.4 The transmission of the Purchase Order constitutes a purchase proposal relating to the Labels and related licenses, governed by these General Conditions and by the Purchase Order and binding for the Customer. The transmission of the Purchase order by the Customer implies the latter's obligation to pay the Prices relating to the products and services ordered.
7.5 Before sending the Purchase Order, the Customer has the possibility of making any corrections/modifications to the data entered by following the appropriate procedure indicated on the Site (by way of example and not limited to, the Customer has the right to modify the quantity of Labels that he intends to purchase by adding or eliminating one or more Labels from the "Cart", or changing the shipping and/or billing information).
7.7 Auroflex may, at its own discretion, refuse a Purchase Order within 3 (three) days of receipt of the same. In this case, no amount will be owed by the Customer to Auroflex for the purchase of the Labels, without prejudice to the payment of the Consulting Price. Auroflex may refuse a Purchase Order, by way of example but not limited to, in the following cases:
(i) in the event of unavailability of the Labels or of the impossibility or technical complexity of supplying or printing them; or
(ii) in the event that there is a report, or suspicion, of fraudulent or illegal activity, including the suspicion that purchases are made for the purposes or activities of money laundering or other illegal activity;
(iii) in the event of failure by the Customer to fulfill his obligations deriving from a previous contract concluded with Auroflex.
7.8 The contract between Auroflex and the Customer is concluded when the Customer receives confirmation from Auroflex of acceptance of the Purchase Order ("Order Confirmation"). The acceptance (or refusal) by Auroflex of the Purchase Order will be sent to the Customer at the e-mail address indicated by the Customer in the order proposal or through automated solutions, even immediately upon sending the order proposal.
7.9 The Order Confirmation will contain a summary of the essential characteristics of the Labels purchased, detailed indication of the Prices and payment methods, information relating to delivery costs, if any.
7.10 After sending the Purchase Order, this can no longer be canceled or modified by the Customer.
- TRANSPORTATION AND DELIVERY OF THE LABELS
8.1 The risk of loss or damage to the Labels passes to the Customer upon delivery of the Labels to the latter.
8.2 Auroflex delivers by handing over the goods to the carrier or to another person designated by Auroflex and will therefore be liable until delivery to the carrier. In the event of delivery outside the Italian territory, Auroflex will only be required to take care of the customs clearance procedures for export (where provided), but not for importation into the country of destination, an obligation which falls to the Customer, as well as that to pay any import duties or carry out any import customs formalities.
8.3 Upon delivery. the Customer (or his delegate) must:
(i) check that the number of packages being delivered corresponds to that indicated on the delivery note;
(ii) check that the packaging and its seals are intact, not damaged, not wet or altered in any way;
(iii) sign the delivery document; And
(iv) if requested by the courier, show an identity document. Any damage to the packaging and/or labels or the mismatch in the number of packages or indications must be immediately notified in writing on the courier's delivery note. Where permitted by current legislation, once the courier's document has been signed without the Customer having raised objections, the Customer will not be able to make any objection regarding the characteristics of the delivered package and its contents.
- RIGHT OF WITHDRAWAL - EXCLUSION
9.1 Exclusion of the right of withdrawal.
The right of withdrawal from the purchase of Labels is excluded in cases where the Customer is a Professional pursuant to art. 3, point 1, lett. c) Legislative Decree no. 206/2005 (Consumer Code), or in the cases referred to in art. 59, letter c) of the aforementioned Consumer Code. To this end, it is recalled that the right of withdrawal does not apply to professional customers, not consumers, and in the case of the supply of personalized and made-to-measure goods as in the case of personalized labels first with the Configurator and then with the Designer on the based on specific customer needs.
9.2 Application of the right of withdrawal for consumers and in relation to NOT made to measure Labels.
If the Customer is a consumer Customer pursuant to art. 18, point 1, lett. a) of the Consumer Code (Legislative Decree 6 September 2005, n. 206) and has purchased NOT made to measure Labels and therefore without the help of the Configurator, the Designer or in any case other made to measure production activity, then, to pursuant to art. 52 Legislative Decree no. 206/2005 (Consumer Code), the Customer has a period of 14 (fourteen) days to withdraw from the purchase of the NON made-to-measure Labels only and purchased by the Customer as a consumer user via the Web Page, without having to provide any reason and without having to incur costs other than those provided for in article 56, paragraph 2, and in article 57 of Legislative Decree no. 206/2005 (Consumer Code). The aforementioned withdrawal period ends after 14 days starting from the day on which the Customer or a third party, other than the carrier and designated by the Customer, acquires physical possession of the Labels or: (i) in the case of multiple packages relating to Labels ordered by Customer through a single order and delivered separately, from the day on which the Customer or a third party, other than the carrier and designated by the Customer, acquires physical possession of the last package. Within the deadline set out in this article, the Customer can exercise his right of withdrawal in the following ways:
- by clicking here; or
- by contacting Auroflex at the email address firstname.lastname@example.org
Within 14 (fourteen) days from the notice of withdrawal (sent in accordance with the above) the Customer must return the Labels by sending them to the address that will be communicated to him by Auroflex via email to the address entered in the withdrawal request form and according to the methods communicated by Auroflex. The costs for returning the Labels are charged to the Customer only if the latter chooses a shipper other than the one indicated by Auroflex or if the Labels cannot be returned by ordinary mail via Poste Italiane (art. 57 Legislative Decree no. 206 /2005). The Physical Products must be returned intact, unused, undamaged.
Auroflex will refund the sums paid by the Customer in full, including any delivery costs, except in the cases referred to in the aforementioned art. 57 Legislative Decree no. 206/2005, within 30 (thirty) days from the date on which Auroflex has received the Labels returned by the Customer or from the moment in which the Customer provides proof of having returned the Labels, depending on which situation occurs first. This reimbursement will be made by Auroflex with the same payment methods used by the Customer for the initial transaction, unless otherwise expressly agreed between the parties and on condition that the Customer does not have to incur additional costs for this reimbursement.
- REPLACEMENT OF LABELS IN THE EVENT OF LACK OF CONFORMITY
10.1 If the Labels delivered by Auroflex should present serious production or printing defects, or in any case any presumed lack of conformity, the Customer will be required to contact online assistance, by e-mail at email@example.com or by the online form available on the Site.
In such cases the Customer must:
(I) within 30 (thirty) days of receipt of the Labels, send the request for assistance and replacement;
(II) wait for the reply from Auroflex with the indication of the person to whom the Customer must return the presumptively defective Labels;
(III) Once the return address and the methods of return have been received, use the courier indicated by Auroflex by contacting him at the number indicated by Auroflex to organize the collection. In particular, the Customer must contact the courier directly at his own expense at the number indicated for the return. All return costs remain the responsibility of Auroflex. If the Customer opts for couriers other than those indicated by Auroflex, the Customer will have to bear the related costs.
10.2. Labels must be returned intact, unused, undamaged. The Customer is solely responsible for any decrease in the value of the product resulting from handling of the same other than that necessary to ascertain its nature, characteristics and quality of the print.
10.3 Auroflex will verify the existence or otherwise of defects on the Labels also on the basis of the norms, standards and practices of the sector. If the defects are not found, the Labels will be returned to the Customer with the shipping costs charged. If, on the other hand, the defects are actually found, then Auroflex will refund the amount paid by the Customer with the same payment methods used by the Customer for the purchase, no later than 30 (thirty) days from receipt by Auroflex of the returned products. As an alternative to a refund, Auroflex reserves the right to proceed with the replacement of the defective Labels with correct Labels with the resolution of the contested defects.
- NO PRINTING - LIMITATION OF LIABILITY
Auroflex reserves the right to limit, at any time, the quantity and/or type of Labels that can be purchased on the Site. The style, models and colors of the Labels described on the Site may be differently associated in quality, number, characteristics and colour, based on what is indicated on the Site. During the purchase procedure, if it is not possible to process the order due to the unavailability of the prints, the Customer will be notified by email. Auroflex is not liable to the Customer in the event of unavailability of printing for any reason. In such cases, the Customer will be entitled to a full refund of any Labels already paid as well as the price paid for the Consultation with the Designer, provided that it refers to the unprinted Labels and that this is due to a fact attributable exclusively to the fault or willful misconduct of Auroflex. Auroflex will not be in any way responsible for any failure to print the Labels due to force majeure or due to fault or willful misconduct, even if only partially, attributable to third parties or to the Customer himself.
In no event shall Auroflex be liable if the Labels are printed or delivered within a term possibly indicated by the Customer as there are no delivery obligations within specific terms or essential terms pursuant to the law.
In no event shall Auroflex be liable to the Customer for damages of any kind, including consequential damage, loss of profit, loss of chances, damage to image, etc. remaining fully responsible for the reimbursement of the amount paid by the Customer pursuant to the above.
- APPLICABLE LAW AND JURISDICTION
12.1 These General Conditions of Sale and, consequently, the contracts concluded with Customers are governed by Italian law and must be interpreted on the basis of it.
12.2. Disputes arising from the interpretation, validity and/or execution of these General Conditions of Sale will be devolved to the exclusive jurisdiction of the Court of Trapani.
These Generakl Conditions of Sale are drafted in English only as courtesy translation. The binding version is the Italian version. For any discrepancy between the Italian and the English version, the Italian version shall prevail.