General terms and conditions for online sale

  1. Subject and scope of application

    1. These general terms and conditions of sale (hereinafter, the “General Conditions“) govern the methods and conditions of sale of the products (hereinafter, the “Products“) marketed by Tomelectronics S.r.l., an Italian company having its registered office at Via Monte Cervino n. 2, 37057 San Giovanni Lupatoto (VR), VAT and tax code 04318830231, REA no. VR-410236 (hereinafter, the “Seller“) through the online web purchasing platform managed by the Seller on the website www.tomelectronics.it (hereinafter, the “Web Platform“).
    2. These General Conditions apply to every purchase agreement (“Contract“) entered into through the Web Platform by any person completing the purchase procedure (“Customer“) and form an integral and substantial part thereof, prevailing over any purchasing conditions of the Customer.
    3. The General Conditions applicable to each individual Contract are those in force on the date on which the Customer completes the purchase.
    4. These General Conditions govern contracts concluded with Customers acting in their entrepreneurial, commercial, artisanal, or professional activity (“Business Customer“), and Customers qualifying as consumers under applicable law (“Consumer Customer“).
    5. With regard to Consumer Customers, the specific provisions set out in Article 10 shall prevail over incompatible provisions herein.

  2. Proposal and order confirmation

    1. The presentation of Products on the Web Platform constitutes an invitation to offer and submission of an order constitutes a firm and irrevocable contractual purchase proposal pursuant to Article 1329 of the Italian Civil Code (“Proposal“).
    2. The Contract is concluded upon Seller acceptance, including partial acceptance.
    3. The Seller reserves the right not to accept the Proposal, in whole or in part, including due to product unavailability or pricing errors.

  3. Products: prices and characteristics

    1. Prices are expressed in Euro and include VAT where applicable, excluding customs duties and taxes payable by the Customer.
    2. If prices are invoiced in a currency other than Euro, exchange-rate losses remain borne by the Customer.
    3. Prices include packing and standard shipping where specified. Products are deemed sold EXW (Ex Works – Incoterms® 2020).
    4. Extra-EU customs duties and import taxes remain at Customer expense.
    5. The Seller reserves the right to adjust final prices where shipping costs or taxes vary:
      • Business Customer: adjustment automatically applies.
      • Consumer Customer: withdrawal permitted within 7 days.
    6. Technical specifications and images are indicative and may change without notice.
    7. The Customer remains solely responsible for verifying product suitability.
    8. Technical characteristics are those indicated in product descriptions and sheets.

  4. Invoicing – Payments

    1. Invoices are issued upon shipment or later at Seller discretion.
    2. Payments may be made by credit card, bank transfer or PayPal.
    3. Payment is effective only when credited to Seller account.
    4. Failure of payment entitles Seller to suspend orders, services and warranty processing.
    5. Payment obligations cannot be suspended due to disputes or claims.

  5. Delivery of Products

    1. Delivery times are indicative and non-binding.
    2. Delays under 120 days do not entitle Customer to compensation.
    3. Seller may deliver Products in separate shipments.

  6. Products warranties – Limitation of Liability

    1. Warranty duration is 12 months from delivery unless otherwise stated in Article 10.
    2. Warranty excludes wear, misuse and unauthorized modifications or repairs.
    3. Customer shall inspect Products upon receipt.
    4. Complaints must be submitted within 8 days by email to: startdiag@tomelectronics.it
    5. Customer must permit inspection of disputed Products.
    6. Seller may replace, repair or issue a credit note.
    7. Liability is limited to direct damages and may not exceed purchase price value.

  7. Right of Recourse

    1. The Customer hereby expressly and irrevocably waives its right to take recourse action against the Seller in order to be indemnified and held harmless by the latter should the Products present defects of conformity asserted against the Customer by its own customers or successors in title.

  8. Prohibition of Assignment to third parties and use of trademarks

    1. The Customer shall not be authorized to use the trademarks and models owned and/or licensed by the Seller in advertising campaigns on newspapers, television, radio, the internet, or similar media, unless prior written authorization has been granted by the Seller.

  9. Miscellaneous

    1. The nullity, invalidity, or unenforceability of any provision of these General Conditions shall not affect the validity of the remaining provisions, which shall remain in full force and effect. The parties shall negotiate in good faith in order to replace invalid provisions with valid provisions having equivalent economic effect.
    2. For all matters not expressly governed by these General Conditions, the provisions of the Italian Civil Code shall apply on a residual basis.
    3. These General Conditions shall be governed by and construed in accordance with Italian law, excluding conflict of law rules and excluding, where applicable, the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
    4. Any dispute arising from or in connection with these General Conditions shall be subject to the following jurisdiction provisions:
      • Business Customers: exclusive jurisdiction of the Court of Verona.
      • Consumer Customers: jurisdiction of the court of the place of residence or domicile of the consumer in Italy pursuant to Article 66-bis of Legislative Decree No. 206/2005.

  10. Special clauses applicable to Consumer Customer

    1. This Article applies exclusively where Products are purchased by Consumer Customers residing and/or domiciled within Italy.
    2. The Customer shall have the right to withdraw from each Contract by written notice within 14 (fourteen) days from receipt of the Products.
    3. Withdrawal may be exercised by:
      • Explicit declaration sent by registered letter or PEC to: tomelectronics@pec.it
      • Completion of the online withdrawal form.
      • Submission of the standard withdrawal form contained in Annex A.
    4. Returned Products must remain substantially intact.
    5. Seller shall refund amounts paid within 14 days from notice of withdrawal.
    6. Seller may withhold reimbursement until Products are returned or evidence of return has been received.
    7. Seller may refuse return of Products showing signs of use beyond what is necessary to verify characteristics and functioning.
    8. In the event of lack of conformity, Customer may request repair or replacement free of charge.
    9. Should repair or replacement fail, Customer may request a price reduction or termination of the Contract.
    10. Seller shall be liable for conformity defects appearing within two years from delivery.
    11. Refunds shall use the same payment method used for purchase.
    12. Products repaired, modified or altered by the Customer are excluded from warranty coverage.
    13. Defective Products shall be returned according to procedures established by Seller.
    14. Seller shall replace defective Products within 30 working days after receipt.
    15. If replacement is impossible, Seller shall refund purchase and shipping costs.
    16. If returned Products are found not defective or non-compliant, they shall be returned at Customer expense.

  11. Other provisions that may apply to Customer

    1. If the Customer is a consumer residing in the European Union, mandatory provisions of the Customer’s country of residence providing more favorable protections shall prevail over these General Conditions where applicable.
    2. If the Customer resides in a country with more favorable mandatory consumer protection provisions, such rules shall apply in derogation of these General Conditions.