Terms of service
This text is an AI-generated translation of the original text in Italian.
GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions of sale (the “Terms”) govern all present and future sales contracts entered into between Blupura S.r.l. (“Blupura”) and the customer identified in the Order (the “Customer”), including those concluded through the e-commerce portal ecommerce.blupura.com (the “Site”), as well as the Terms of Use of the Site.
Unless expressly derogated from in writing, these Terms shall apply to the Contract to the exclusion of any and all other terms and conditions that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
By placing any order for Goods and/or Services with Blupura, the Customer agrees to be bound by these Terms. Blupura may amend these Terms at any time without prior notice. Any such amendments shall take effect from the date of their publication on the Site and on www.blupura.com [link to the General Terms and Conditions of the main website].
In any event, the Customer acknowledges that the Terms attached to Blupura’s acceptance of the Order, which constitutes the formation of the Contract, shall apply and shall prevail over any previous versions that may have been sent to the Customer. In the event of any conflict between the provisions of these Terms and those of the Contract, the latter shall prevail.
1. DEFINITIONS
1.1. In these Terms:
“Contract” means the contract entered into between the Customer and Blupura for the supply of Goods and/or Services, which is formed upon Blupura’s acceptance of the Order. The subject matter of the Contract consists exclusively of the supply by Blupura to the Customer of the Goods and/or Services expressly and specifically indicated in the Contract. The supply of any equipment, machinery, asset and/or service which Blupura has not expressly and specifically undertaken to provide pursuant to the Contract and its annexes shall be deemed excluded from the subject matter of the Contract;
“Force Majeure Event” means any event beyond Blupura’s reasonable control which, by its nature, could not have been foreseen or, if foreseeable, would have been unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or that of third parties), failure of energy supplies or transport networks, natural disasters, war, terrorism, riots, civil commotion, interference by civil or military authorities, national or international state of emergency, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, embargoes or similar events, natural disasters or exceptionally adverse weather conditions, or the default of suppliers or subcontractors;
“Goods” means the goods ordered by the Customer in accordance with Blupura’s official product price list published and in force from time to time as at the date of the Order;
“Order” means the order placed by the Customer to request Goods and/or Services from Blupura by e-mail or through the Site following Registration;
“Registration” means the registration carried out by the Customer by completing and submitting the relevant registration form available on the Site which, subject to activation by Blupura, allows access to the shop area of the Site from which to place the Order;
“Services” means all services ordered by the Customer which Blupura has agreed to provide, including, by way of example and without limitation, the development, assembly, installation, storage, maintenance, commissioning and start-up of the Goods;
“Warranty Period” means the period specified in clause 9;
“Business Day” means any day other than a Saturday, Sunday or a public holiday in Blupura’s country.
1.2. Any reference in these Terms and/or in the Contract to commercial delivery terms, such as “EX WORKS”, “FOB”, “CIF”, etc., shall be deemed to have the meaning attributed to them in the ICC (International Chamber of Commerce) Incoterms, in the version in force on the date of execution of the Contract.
2. PURCHASE ORDERS
2.1. The Customer may submit a written Order exclusively by e-mail, including a reference to any Customer purchase order number, or through the Site following Registration, limited to the Goods and Services available therein.
By registering, the Customer warrants that the personal data required to be entered for registration purposes, the processing of which is governed by the Site’s Privacy Policy [link to the e-commerce Site Privacy Policy], are accurate and truthful. The Customer undertakes to promptly update such data where necessary and further agrees to carefully safeguard the username and password provided and used for Registration, acknowledging that the disclosure of such authentication credentials to third parties and/or their use by third parties is not permitted and may result in the Customer being liable for any use of the Site in breach of these Terms.
2.2. Each Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Terms and shall be deemed accepted only upon Blupura’s issuance of a written acceptance.
In the event that an Order is submitted by the Customer through the Site, Blupura and the Customer expressly agree that the selection of the relevant checkboxes and the act of pressing (clicking) the “Complete Order” button on the Site at the end of the ordering process shall constitute a valid electronic signature for the purpose of entering into the Contract, as regulated by the relevant provisions of these Terms.
It is understood that these Terms, together with the Site Terms of Use [link to the e-commerce Site Terms of Use], which are also published in a visible section accessible from the Site’s homepage, shall also constitute a contract governing the use of the Site and shall be deemed accepted by the Customer through mere conclusive use thereof.
The order form shall be stored on Blupura’s systems for the time necessary for the conclusion and performance of the Contract and, in any event, for the period required by applicable law.
The Customer using the Site shall automatically receive a copy of the order form at the e-mail address provided at the time of submission of the Order or, in the event of non-receipt, may request it by sending an e-mail to ecommerce@blupura.com.
2.3. Any quotation issued by Blupura shall be deemed valid for sixty (60) days from the date of such quotation. Upon expiry of this term, the quotation shall no longer be deemed valid.
2.4. Orders submitted by the Customer to Blupura, either directly or through Blupura’s agents and representatives, shall not be binding until accepted in writing by Blupura, at which time the Contract shall enter into force.
Where the Customer places an Order through the Site, the Customer shall do so in accordance with the following procedure:
a) consultation and verification of the item code of the Goods, as well as the characteristics of the Goods as described on the Site and in the relevant product data sheet, it being understood that any images or graphic representations of the Goods displayed on the Site are for illustrative purposes only and shall not be binding. It is expressly agreed that, for the purposes of the Order, only the item code of the Goods shall be authoritative;
b) selection of the Goods by reference to the corresponding item code and of the quantity to be purchased;
c) insertion of all Goods intended to be ordered into the shopping cart (by clicking the “Add to cart” button);
d) completion of the Order contained in the shopping cart by pressing (clicking) the “Checkout” button;
e) prior to proceeding with the “Checkout”, the Customer shall be informed that the submission of the Order implies the obligation to pay the indicated price once Blupura’s acceptance of the Order has been received; furthermore, the Customer shall be requested to review these Terms and Blupura’s Customer Privacy Notice [link to the e-commerce Site Privacy Notice];
f) the Customer shall be provided with a summary of the main characteristics of the product(s) ordered and of the total price of the Goods, as well as the selection of the shipping method and delivery address;
g) by submitting the order form, the Customer confirms that he/she is aware of and accepts these Terms, including the Site Terms of Use and Blupura’s Customer Privacy Notice;
h) once the Order has been submitted, the Customer shall receive, at the indicated e-mail address, an Order receipt containing these general terms and conditions of sale in PDF format and all the information already included in the summary of the specific commercial and contractual conditions displayed prior to placing the Order. Such Order receipt shall not be deemed as acceptance of the Order by Blupura for the purpose of concluding the Contract. Subsequently, the Customer shall receive, at the indicated e-mail address, Blupura’s acceptance of the Order, which shall complete the formation of the Contract.
2.5. The collection of monies or negotiable instruments paid at the time of submission of an Order by the Customer shall not constitute acceptance of the Order. In the event that an Order is not accepted by Blupura, Blupura shall refund any amounts received, without interest.
2.6. Without prejudice to the fulfilment of Orders already accepted, Blupura may, at any time and without prior notice to the Customer, suspend or discontinue the production and supply of any Goods and/or Services included in its price lists, and the Customer acknowledges and agrees that Blupura shall not be liable in any manner whatsoever towards the Customer for any direct or indirect damages which the Customer may suffer as a consequence of such decision by Blupura.
2.7. The Goods shall comply with the technical specifications described in Blupura’s official product price list in force as at the date of the Contract. Blupura shall be entitled to make changes or improvements to the technical specifications of the Goods or to their design as a result of commercial or manufacturing decisions adopted by Blupura, or due to changes in market conditions or material availability, or for any other reason, or to suspend or discontinue their production, and the Customer acknowledges and agrees that Blupura shall not be liable in any manner whatsoever towards the Customer for any direct or indirect damages which the Customer may suffer as a consequence of such decision by Blupura.
2.8. The Customer shall inform Blupura of any special requirements, environmental considerations, regulations (legal or otherwise), variations or risks applicable to the Goods in the country/place of installation or use and/or to the Services in the country/place of supply or performance. It shall be the sole responsibility of the Customer to ensure that the Goods comply with all applicable laws, including environmental legislation. The Customer shall be responsible for any discrepancies, errors or omissions in the drawings and/or information provided by the Customer to Blupura and shall indemnify and hold Blupura harmless from and against any loss caused by such discrepancies, errors or omissions.
2.9. All weights, measures, power ratings, capacities and other particulars of the Goods, as well as any images or graphic representations thereof and/or transport costs indicated by Blupura, are stated in good faith and are approximate and non-binding. Blupura shall not be liable for any deviations from such estimates.
3. PRICE
3.1. Unless the Parties have expressly agreed in writing on specific prices and/or price lists, the price of the Goods and the Services shall be as set out in the catalogue and in the price list (the “Price List”) provided to the Customer by Blupura and in force at the time of Blupura’s acceptance of the Order. In the event that no recent Price List is available, the Price List in force at the time of Blupura’s acceptance of the Order shall apply. The prices of the Goods and Services published on the Site from time to time cancel and replace any previous prices and are subject to the actual availability of the Goods. Any offers and special conditions promoted on the Site shall be valid until the expiry date indicated on the Site or while stocks last and, in any case, shall be subject to the actual availability of the relevant Goods or Services.
3.2. The prices of the Goods and/or Services shall be deemed exclusive of VAT and WEEE contributions (Waste Electrical and Electronic Equipment). In the event of a decrease or increase exceeding two per cent (2%) in the exchange rate applicable to raw materials and components imported by Blupura from countries outside the European Union, Blupura reserves the right to apply such exchange rate variation immediately to the price of the Goods to be delivered to the Customer.
Unless otherwise specified, the indicated price shall be deemed EX WORKS at Blupura’s premises, as specified in Blupura’s acceptance of the Order, and shall not include taxes, customs duties and/or transport charges and costs, which shall be borne by the Customer in addition to the indicated price.
3.3. Blupura shall have the right to amend the prices of the Goods and/or Services as a result of increases occurring within its supply chain and/or its operating costs, upon giving notice thereof to the Customer. The relevant price adjustment shall become binding one month after receipt by the Customer of such notice together with the new Price List.
Any price indicated in the Price List, as well as prices communicated by Blupura to the Customer, shall not include shipping costs, postal charges, insurance and other costs relating to the return of the Goods.
3.4. Any additions or modifications to the Goods and/or Services requested by the Customer shall be charged separately and added to the price of the Goods.
3.5. In the event that the delivery date under a Contract is delayed due to acts or omissions of the Customer, Blupura shall not be liable for any deterioration of the Goods during such period of delay.
3.6. If, after the date of issuance of a quotation or the Price List by Blupura, changes occur in laws, charges, obligations, regulations, duties or taxes that affect Blupura’s performance of the Contract, the price and the completion date shall be amended accordingly by Blupura.
4. PAYMENT
4.1. Unless otherwise expressly agreed in writing between the Parties, payments shall be made in full, without set-off, deductions or withholdings, on the date agreed by the Parties in each Contract or, if not indicated, within ten (10) days from receipt of Blupura’s acceptance of the Order (the “Due Date”). If the Customer fails to make payment in accordance with the agreed payment terms, Blupura shall have the right to suspend performance of the Contract.
4.2. Payments shall not be deemed accepted until they have been received by Blupura in full and in the form of cleared funds. Any agents or representatives of Blupura are not authorised to receive payments on behalf of Blupura.
4.3. If the Customer fails to make full payment by the Due Date, Blupura shall be entitled to charge the Customer default interest on the overdue amount in accordance with Italian Legislative Decree No. 231/2002 and Directive 2011/7/EU on combating late payment in commercial transactions, in addition to any reimbursement of debt recovery costs. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay such interest together with the overdue amount. Where such interest rate is held to be unenforceable under any applicable law, the Customer shall pay interest at the highest rate permitted under the applicable law or competent jurisdiction.
4.4. Without limiting any other rights or remedies, Blupura may suspend the supply of any Goods or Services under this Contract or under any other contract between the Customer and Blupura if the Customer fails to pay any amount due under this Contract by the Due Date, until such payment has been made by the Customer and received by Blupura in full and in the form of cleared funds.
4.5. Where delivery of the Goods is delayed at the Customer’s request, Blupura reserves the right to invoice the Goods in accordance with the payment terms set out in the Contract.
4.6. In the event of non-payment or late payment by the Customer, Blupura reserves the right to immediately revoke any more favourable payment terms and to suspend deliveries, production under ongoing Contracts and/or the registration and acceptance of any new Orders from the Customer.
4.7. Any complaint relating to the performance or fulfilment of any Contract between the Customer and Blupura shall not entitle the Customer to suspend or delay payments due to Blupura.
5. DELIVERY AND SHIPMENT
5.1. Any delivery times indicated by Blupura in the Contract are purely indicative. Delivery dates shall not be deemed of the essence.
5.2. Blupura may deliver the Goods in instalments, which may, at Blupura’s discretion, be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay or defect in delivery of an instalment shall not entitle the Customer to cancel any other instalment deliveries of the Goods.
5.3. Unless otherwise expressly agreed in writing between the Parties, delivery of the Goods shall be EX WORKS at Blupura’s premises, and shipping and transport costs shall be borne by the Customer, who shall, within five (5) days of Blupura’s notice that the Goods are ready for delivery, appoint a carrier and notify Blupura accordingly.
5.4. Blupura shall be entitled to charge the Customer an amount equal to one per cent (1%) of the agreed price of the Goods, plus any applicable taxes, for each calendar day or part thereof during which delivery of the Goods is delayed beyond the Due Date due to the Customer’s fault, up to a maximum aggregate amount equal to three (3) times the value of the Goods, by way of reimbursement of warehousing costs incurred by Blupura. The Customer agrees that such amount represents a genuine pre-estimate of the loss that Blupura would suffer in the event of such delay.
5.5. Where the Customer requests Blupura to arrange shipment and transport of the Goods on the Customer’s behalf and at the Customer’s expense, Blupura—provided that the Customer timely supplies all necessary information—shall submit a quotation to the Customer for such service and, upon confirmation by the Customer, shall appoint the carrier on the Customer’s behalf, without assuming any liability in relation to the choice of the carrier, the performance of the shipment by such carrier or any related services.Where, for any reason, the Customer requests Blupura to postpone, in whole or in part, the shipment of the Goods, or performs acts or omissions that delay or prevent delivery of the Goods, any additional costs relating to further shipments and/or storage shall be borne by the Customer.
5.6. If the Customer fails to appoint a carrier as provided for under clause 5.3 for more than sixty (60) days, Blupura reserves the right, at its sole discretion, to dispose of the Goods, including, by way of example and without limitation, arranging for a carrier to deliver the Goods to the Customer at the Customer’s risk, cost and expense, upon notifying the Customer of the applicable transport terms and conditions.
5.7. In the event of the Customer’s continued refusal to accept delivery of the Goods, the Contract may be terminated by Blupura without prejudice to any claims for payment of the price of the Goods, indemnification and/or damages suffered by Blupura.
5.8. Blupura shall not be liable for any delays arising from customs clearance or inspection of the Goods or from any event attributable to the carrier.
6. TITLE AND RISK
6.1. Title to and risk of loss of the Goods shall pass to the Customer upon delivery in accordance with clause 5.3.
6.2. Title to the Goods shall not pass to the Customer until Blupura has received payment in full (in cash or cleared funds) of:
a) the Goods; and
b) all other goods or services supplied by Blupura to the Customer in respect of which payment is due.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
a) hold the Goods on a fiduciary basis as bailee for Blupura;
b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Blupura’s property;
c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
d) maintain the Goods in satisfactory condition and insure them against all risks for their full price from the date of delivery;
e) immediately inform Blupura if it becomes subject to any of the events listed in clause 13.1; and
f) provide Blupura with such information relating to the condition of the Goods as Blupura may reasonably require from time to time.
6.4. At any time before title to the Goods passes to the Customer, Blupura may require the Customer to deliver up the Goods, in whole or in part, and/or may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them and retake lawful possession. If necessary, Blupura may detach or remove the Goods from any other movable or immovable property.
6.5. The Customer is authorised to resell the Goods before title has passed to it, on the express and fundamental condition that the Customer shall expressly account to Blupura for all proceeds of any resale of the Goods and shall hold on a fiduciary basis for Blupura all or part of such proceeds equal to the amount due from the Customer to Blupura in respect of one or more overdue invoices issued by Blupura.
Such amount shall at all times be identifiable as Blupura’s money until Blupura has been paid in full and shall never be paid by the Customer into an overdrawn bank account.
7. SERVICES
7.1. Unless otherwise agreed in the Contract, assembly, connection, installation, storage, maintenance, commissioning, start-up and all other services relating to the Goods shall be the sole responsibility of the Customer, including, by way of example, electrical and water connections and the provision of suitable structures or shelving for the Goods.
7.2. The Customer shall be solely responsible for all costs associated with any services required for the installation, use and maintenance of the Goods at the end user’s premises.
7.3. If the Customer requests extraordinary technical consultancy, training or assistance in relation to the Goods, Blupura may provide such services at the Customer’s expense, applying Blupura’s standard service rates, unless otherwise agreed in writing by Blupura.
7.4. It shall be the Customer’s responsibility to obtain all permits, authorisations, approvals, licences or similar requirements in relation to the Services. The Customer undertakes not to involve Blupura’s technicians in activities other than those described in the Service, which fall within their scope of competence and for which they are specifically authorised by Blupura.
The Customer undertakes to adopt all safety measures and precautions necessary to prevent accidents and to protect Blupura’s technicians from physical injury, in compliance with all applicable legal requirements; in particular, to provide Blupura’s technicians with all necessary protective measures to safeguard workers from physical injury and for their health and safety in general, to inform Blupura’s technicians of the specific risks to which they are exposed, to make known the basic health and safety rules by means of appropriate signage in the work areas or by other means, and to require workers to observe safety regulations and correctly use the protective equipment provided.
The Customer further undertakes to be liable for, indemnify and hold Blupura harmless from any obligation relating to local health and safety at work regulations in connection with the Services, it being acknowledged by the Parties that the local occupational health and safety regulations applicable in the country/place where the Services are performed apply to such Services and to the persons performing them.
7.5. The Services shall be deemed completed upon issuance of the relevant invoice by Blupura. Where performance of the Services is delayed due to an act or omission of the Customer, Blupura shall be entitled to reasonably adjust the price accordingly, by reference to Blupura’s prevailing standard daily rates in order to take account of such delay.
8. SPARE PARTS
8.1. For a period of four (4) years from the date of the Contract, Blupura undertakes to supply the Customer, subject to availability at the time of request, with spare parts and related technical services for the Goods, upon the Customer’s request. The prices of such spare parts and services shall be based on Blupura’s official spare parts price list and service rates in force at the time the request is made, while all other terms of supply shall be agreed in good faith between Blupura and the Customer.
Where spare parts for the Goods are no longer available on the market for any reason whatsoever, Blupura shall be entitled, and the Customer hereby agrees, to supply alternative spare parts which are, as far as possible, technically and economically equivalent. Where equivalent spare parts are also no longer available on the market for any reason whatsoever, Blupura’s obligation under this Article shall lapse.
9. WARRANTY
9.1. With regard to defects in the Goods, without prejudice to the relevant technical specifications of the Goods set out in Blupura’s official product price list and in Blupura’s use and maintenance manuals, an exclusive warranty for mechanical and electrical defects shall apply for a period of twenty-four (24) months from the invoice date.
The warranty shall in any event commence even where the Customer uses or resells the Goods or upon completion of the Services, subject to the limitations and exclusions set out in these Terms and provided that Blupura has received full payment from the Customer for all Goods and Services. Blupura shall be released from any obligation to provide technical assistance beyond such period.
9.2. The warranty shall consist of the repair or replacement, at Blupura’s sole discretion and at its expense, of structural parts and other components of the Goods which prove to be broken or defective due to manufacturing defects.
9.3. Blupura shall replace or repair defective parts of the Goods as soon as reasonably possible on a case-by-case basis and shall be entitled to require the Customer to return the defective parts to be replaced or repaired.
9.4. In order to benefit from the return and repair service, the Customer shall contact Blupura’s Customer Service by e-mail and request a return merchandise authorisation document (“RMA”), which must be enclosed with the shipment. For returns or repairs carried out under warranty, the Customer shall bear the shipping costs to Blupura, while Blupura shall be responsible solely for the costs of the return shipment.
Replaced and/or repaired parts under warranty shall not entail any extension of the warranty period of the Goods. For repairs falling outside the scope of the warranty, the Customer shall be responsible for all shipping costs for sending the Goods to Blupura and for the return to the Customer’s premises. For repairs not carried out within the warranty period, Blupura’s standard service rates and payment terms shall apply and a warranty period limited to the replaced and/or repaired parts of twelve (12) months from the date of replacement and/or repair shall be granted.
9.5. The parts to be returned by the Customer pursuant to the preceding Article shall be delivered DDP to Blupura’s premises and in compliance with Blupura’s instructions regarding appropriate packaging of the parts to be sent to Blupura.
In this respect, the Parties agree as follows:
a) with regard to the performance of repairs or assemblies which, in Blupura’s reasonable opinion, are of moderate technical difficulty, the Customer shall carry them out using its own personnel and at its own expense, without involving Blupura, provided that Blupura delivers the repaired or replaced parts to the Customer at Blupura’s expense;
b) with regard to the performance of repairs or assemblies of significant technical difficulty, the provisions set out in clause 9.4 above shall apply and the Customer shall strictly comply with the instructions of the Customer Service, as the Goods shall be repaired or replaced exclusively at Blupura’s premises. Blupura’s obligation to provide warranty assistance shall be subject to the Customer’s full and exact compliance with the Customer Service instructions.
9.6. The Customer shall duly inspect the Goods upon receipt and shall accept delivery from the carrier with reservation where the packaging has been tampered with or is in any way not intact at the time of delivery.
The warranty shall be subject to the Customer duly notifying Blupura: (i) within five (5) Business Days from receipt of the Goods in the event of apparent defects, or (ii) within eight (8) days from discovery of the defect or lack of conformity (failing which the Customer shall forfeit its warranty rights), and shall further be subject to the Customer expressly requesting warranty assistance from Blupura in accordance with the applicable terms. If a defect or lack of conformity is such as to potentially cause damage to the Goods, the relevant notice shall be given within twenty-four (24) hours of discovery. Where the Parties agree in the Contract to amend the warranty period pursuant to clause 9.1 above, the warranty shall in no event extend beyond a period of twenty four (24) months from the date of delivery.
9.7. Where Blupura determines that the defect is not attributable to Blupura, any repair or replacement of the defective Goods, or any part thereof, shall be at the Customer’s expense, including all shipping costs.
9.8. Blupura’s fulfilment of the warranty obligations set out herein shall fully discharge Blupura from any liability in relation to defects or faults of the Goods or the Services supplied, and any right of withdrawal by the Customer and/or any other remedy provided by law in favour of the Customer is expressly excluded. The Customer acknowledges that the warranty set out in clause 9.1 replaces any other warranty or liability, whether contractual, tortious, provided for under sections 13 to 15 of the Sale of Goods Act 1979, under any other legislation and/or implied or mandatory by law in relation to the supplied Goods. No compensation shall be due to the Customer for periods in which the supplied Goods and Services remain idle or unproductive or, in any event, for defects and/or lack of conformity thereof, and the Customer shall have no right to any damages or indemnification for costs, incidents, direct or indirect or consequential damages.
9.9. Without prejudice to any other provision contained in these Terms, the warranty shall not apply in the following cases:
a) where the defect has been caused by improper installation or assembly of the Goods by the Customer or third parties; b) where the Customer or third parties have used materials or techniques not recommended by Blupura for installation or maintenance of the Goods, or have used materials, consumables or cleaning products not expressly certified as suitable for use with potable and/or treated water;
c) where the Customer has failed to use, store and/or maintain the Goods in accordance with Blupura’s instructions and product manuals;
d) where the defect is due to normal wear and tear, wilful damage or negligence;
e) where the Customer repairs the Goods on its own initiative or directly engages a third party to do so without Blupura’s prior written consent;
f) where the defect relates to third party materials not supplied by Blupura;
g) where damage and/or defects occurred during transport of the Goods;
h) where damage to or deterioration of the Goods was caused by (or aggravated by) failure to discontinue use of the Goods in the event of technical issues;
i) where the defect was caused by accidents, misuse, pressure reduction or flow rate variations of the water to be treated, or variations in electrical power supply, as well as inadequacy of operational utilities; or
j) in any circumstance due to any other cause not attributable to Blupura.
The warranty shall apply solely to brand new products.
9.10. All chemical products and consumables - including, by way of example and without limitation, UV lamps and filter cartridges - are excluded from the warranty.
All accessories supplied together with the Goods which are not directly manufactured by Blupura but sourced from third parties - including, by way of example and without limitation, the pressure reducer, cup holder and water block - are deemed commercial components and, therefore, the warranty shall be limited exclusively to apparent defects, defects resulting from transport and any errors or omissions in the quantities ordered by the Customer.
9.11. Under no circumstances shall Blupura be liable for damages of any kind arising from improper use, poor maintenance and/or, generally, from acts not in compliance with Blupura’s use and maintenance instructions. The Customer shall be solely responsible for ensuring that use of the Goods supplied by Blupura complies with applicable safety regulations and shall in any event be responsible for any claims for damages brought by third parties, and shall duly indemnify and hold Blupura harmless against any such claims.
10. IMPORT AND EXPORT LICENCES
10.1. The Customer shall promptly obtain and maintain all licences, authorisations and other consents required for the supply of the Goods, including import licences.
10.2. Without limiting clause 9.1, the Customer shall at its own expense provide Blupura with, or (where required by local laws or regulations) assist Blupura in obtaining, all documents required under applicable laws and regulations to enable Blupura to export the Goods to the place of delivery specified in the Contract or otherwise agreed in writing between the Parties in accordance with such laws and regulations.
10.3. The Customer warrants that it shall not export, re export or transfer, directly or indirectly, the Goods in violation of any export/import laws or regulations. With regard to export/import regulations, the Customer shall ensure that any third parties to whom it supplies the Goods also comply with this provision.
10.4. If Blupura becomes aware of a breach of the warranty set out in clause 10.3 above, Blupura shall be entitled, at its sole discretion, to refuse delivery of any Goods not yet delivered, refuse to perform any Services and terminate any ongoing Services, and/or cancel, terminate and/or suspend any Contract in force with the Customer, and all amounts due by the Customer to Blupura shall become immediately due and payable.
11. ANTI CORRUPTION
11.1. Each Party undertakes to comply with all applicable anti corruption laws, including the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd 1 et seq.), Italian Anti Corruption Law No. 190 of 6 November 2012, Legislative Decree No. 231 of 8 June 2001 and Article 2635 of the Italian Civil Code (the “Anti Corruption Laws”), as amended from time to time, and each Party undertakes to ensure that:
a) all its employees;
b) all its subcontractors; and
c) all other persons associated with it,
involved in the performance of Services or the supply of Goods for or on behalf of such Party, or otherwise involved in the supply of the Goods, comply with the foregoing.
11.2. Without limitation to the foregoing, neither Party shall, directly or indirectly:
a) offer, promise or give bribes or other improper payments or benefits (financial or otherwise) to any person (including third parties);
b) request, agree to receive or accept bribes or other improper payments or benefits (financial or otherwise); or
c) bribe a foreign public official with the intention of influencing such foreign public official in his or her official capacity in order to obtain or retain business or an advantage in the conduct of business (including any trade or profession), where the applicable written law governing such foreign public official does not permit or require such influence by the relevant offer, promise, gift or benefit, in breach of the applicable Anti Corruption Laws.
11.3. Each Party shall implement, maintain and enforce adequate procedures designed to prevent persons associated with it from engaging in conduct that would breach the Anti Corruption Laws or any other applicable anti corruption legislation.
11.4. Each Party shall promptly inform the other as soon as it becomes aware of any breach or potential breach of any of the requirements set out in this Article 11.
11.5. The Customer further acknowledges and undertakes to comply with the principles and rules set out in the Code of Ethics and the organisational model adopted by Blupura pursuant to Legislative Decree No. 231/2001 (“Model 231”), available on Blupura’s dedicated website, fully accepting their contents. The Customer further undertakes to adopt appropriate monitoring procedures, verify their adequacy and, where necessary, strengthen and implement them, in order to prevent the Customer and/or its personnel from carrying out, directly or indirectly, any of the activities prohibited under this Article, Blupura’s Code of Ethics and Model 231.
12. LIABILITY
12.1. The Customer expressly releases Blupura from any liability and claims for damages arising from improper use of the Goods by the Customer or by third parties, whether independently or at the Customer’s request.
12.2. Subject to clauses 12.3 and 12.4, Blupura’s total aggregate liability to the Customer for all losses arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed:
a) a maximum amount of Euro 10,000.00 (ten thousand), where the value of the Goods and Services giving rise to the liability is less than Euro 10,000.00 (ten thousand); or
b) one hundred per cent (100%) of the amounts paid by the Customer to Blupura in relation to the Goods or Services giving rise to the liability, where the value of such Goods and Services exceeds Euro 10,000.00 (ten thousand).
12.3. Nothing in these Terms shall limit or exclude Blupura’s liability for:
a) death or personal injury caused by Blupura’s negligence;
b) fraud or fraudulent misrepresentation;
c) breach of any obligation relating to title arising under:
i. section 12 of the Sale of Goods Act 1979;
ii. section 2 of the Supply of Goods and Services Act 1982;
iii. section 8 of the Supply of Goods (Implied Terms) Act 1973;
iv. liability for defective products pursuant to section 2 of the Consumer Protection Act 1987; or
d) any matter in respect of which it would be unlawful for Blupura to exclude or limit liability.
12.4. In no event shall Blupura be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, sales, business or revenue; loss or corruption of data, information or software; loss of opportunity; loss of anticipated savings; loss of goodwill; or for any indirect or consequential loss arising out of or in connection with the Contract.
13. TERMINATION
13.1. Without prejudice to any other rights or remedies available to Blupura under these Terms and/or at law, if the Customer:
a) fails to pay any amount due within sixty (60) days from the Due Date;
b) commits a material breach of any term of the Contract and (where such breach is capable of remedy) fails to remedy it within thirty (30) days of notice being given to the Customer;
c) becomes subject to any form of insolvency proceedings, or becomes insolvent, or is subject to an order or resolution for its liquidation, administration or dissolution (other than for the purpose of a solvent reconstruction or amalgamation), or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if the non-defaulting party reasonably believes so;
d) becomes subject to a company voluntary arrangement pursuant to the Insolvency Act 1986;
e) becomes subject to a moratorium pursuant to Part A1 of the Insolvency Act 1986;
f) becomes subject to a restructuring plan pursuant to Part 26A of the Companies Act 2006;
g) becomes subject to a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 or has a receiver, administrative receiver or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or a substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or becomes subject to any analogous event or proceeding in any applicable jurisdiction, or where the Customer’s financial position changes to such an extent as to clearly jeopardise its ability to perform its obligations towards Blupura (it being understood that the Contract may be terminated upon simple request by Blupura);
h) suspends, ceases or threatens to suspend or cease all or a substantial part of its business;
i) breaches or violates, or is suspected of breaching or violating, any of the obligations set out in Blupura’s Code of Ethics or Model 231, even if no legal proceedings have yet been initiated;
in any such cases, Blupura may exercise any of the rights set out in the following clause or provided by law.
13.2. If any of the events referred to in clause 13.1 above occurs in relation to the Customer:
a) Blupura may refuse delivery of any Goods not yet delivered and block any Goods in transit;
b) Blupura may refuse to perform any Services and suspend any Services in progress;
c) Blupura may cancel, terminate and/or suspend, without any liability towards the Customer, any Contract in force with the Customer; and/or
d) all amounts due by the Customer to Blupura shall become immediately due and payable;
e) Blupura may claim compensation for any further damage suffered in connection with such termination.
14. FORCE MAJEURE
14.1. Blupura shall not be liable for any failure or delay in the performance of any of its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event or to the extent that such failure or delay is caused or required by the Customer.
14.2. Upon the occurrence of a Force Majeure Event affecting Blupura’s performance of its obligations under the Contract, Blupura shall notify the Customer as soon as reasonably practicable and Blupura’s obligations under the Contract shall be suspended. The time for performance of such obligations shall be extended for the duration of the Force Majeure Event. If a Force Majeure Event continues for more than ninety (90) days, either the Customer or Blupura shall be entitled to terminate the Contract by giving written notice to the other Party.
15. SEVERABILITY
15.1. If any provision of these Terms or any other provision of the Contract is held to be illegal, invalid or unenforceable under any applicable law, such provision shall, to the extent that it is severable (or capable of amendment), be deemed omitted from the Contract (or amended, as the case may be) and shall not affect the legality, validity or enforceability of the remaining provisions, which shall remain in full force and effect.
16. WAIVER
16.1. No failure or delay by either Party in enforcing or exercising any condition or right under the Contract shall constitute a waiver of such condition or right, nor shall it affect that Party’s right to enforce or exercise it at a later time.
17. HARDSHIP
17.1. Without prejudice to the provisions of clause 14 above, if, as a result of events unforeseeable (and reasonably unforeseeable) by the Parties at the time of execution of the Contract, the balance between the Parties’ respective obligations under this Contract is materially altered, thereby rendering the obligations of one Party excessively onerous, the affected Party may request a realignment of the respective obligations.
17.2. Without prejudice to clause 14.2 above, it is expressly understood that any loss or increase in value of a national currency in relation to one or more other currencies, or, likewise, the replacement of a national currency with another currency, shall have no effect for the purposes of this Article.
17.3. It is further understood that until such time as the Parties reach an agreement pursuant to clause 17.1 above, Blupura shall be entitled to suspend the Contract and, after sixty (60) days from the occurrence of the event giving rise to the hardship referred to in clause 17.1 above, to terminate the Contract.
18. TECHNICAL DISPUTES
18.1. All disputes, disagreements or claims relating to any technical matter arising out of, relating to or in connection with the Goods and/or the Services shall, by mutual agreement, be referred to an independent expert appointed by both Parties, who shall act as such expert (and not as an arbitrator), whose determination on such matters shall be final and binding upon the Parties.
18.2. If, within twenty (20) days from receipt of a request by one Party to refer the matter to an independent expert, the Parties fail to agree:
a) to submit the dispute to an independent expert; or
b) on the appointment of an expert acceptable to both Parties,
the Parties agree to refer the matter to the ICC International Centre for Technical Expertise, in accordance with the ICC Rules for Expertise.
19. ASSIGNMENT
19.1. Blupura may, at any time, assign or transfer, in whole or in part, its rights and obligations arising out of or in connection with the Contract.
19.2. The Customer may not assign or transfer, in whole or in part, its rights and obligations arising out of or in connection with the Contract without the prior written consent of Blupura.
20. INTELLECTUAL PROPERTY AND TRADEMARKS
20.1. Any and all intellectual and industrial property rights subsisting, or which may hereafter subsist, in all documents, drawings, specifications, designs, projects, programmes or any other material prepared by Blupura, whether human readable or machine readable, shall belong exclusively and absolutely to Blupura and may not be reproduced, disclosed or used, in their original or translated form, by the Customer without Blupura’s prior written consent for purposes other than those for which they were created.
20.2. The trademarks and all other distinctive signs used by Blupura (the “Trademarks”) are the exclusive property of Blupura and may not be used by the Customer in any manner whatsoever (including, by way of example and without limitation, use of the Trademarks in combination with other terms, signs, symbols, trademarks, domain names or logos) other than in accordance with these Terms or the Contract.
20.3. The Customer further undertakes to:
a) not use the Trademarks (either alone or in combination with other terms) as a company name, corporate name or other trade name;
b) not engage in any activity or behaviour that may prejudice or infringe Blupura’s and/or third parties’ rights in the Trademarks;
c) not remove the Trademarks from the Products or otherwise alter their positioning or appearance;
d) not register (or cause third parties to register) trademarks, names or other distinctive signs similar or confusingly similar to the Trademarks; in such cases, Blupura shall be entitled to have such trademarks transferred and/or registered in its name at the Customer’s cost and expense;
e) immediately inform Blupura if it becomes aware of any unauthorised use or infringement of the Trademarks by third parties.
20.4. The provisions of this Article shall remain valid and effective even after termination of the Contract for any reason.
20.5 The Site, together with all Trademarks and distinctive signs used therein by Blupura in connection with the sale of the Goods or Services, is protected by applicable intellectual and industrial property rights, and any form of reproduction, communication, distribution, publication, alteration or transformation, in any form and for any purpose whatsoever, of the contents of the Site, the Trademarks and the distinctive signs used by Blupura (including, by way of example, works, images, photographs, drawings, videos, graphics, colours, functionalities and the design of the Site) is strictly prohibited.
20.6 Blupura assumes no responsibility for trademarks or other distinctive signs appearing on the Goods marketed by it through the Site, in respect of which the Customer shall not acquire any rights as a result of entering into the Contract.
21. GOVERNING LAW AND JURISDICTION
21.1. Where the Customer’s registered office is located within the European Economic Area or the United Kingdom, these Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales, and the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non contractual disputes or claims).
21.2. To the extent that the Customer’s registered office is located outside the European Union, these Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be three (3). The seat, or legal place, of arbitration shall be London, England. The language of the arbitration proceedings shall be English. The arbitral award shall be final and binding on the Parties.
21.3. By way of partial derogation from the foregoing, Blupura shall be entitled to initiate proceedings before the courts of the place where the Customer has its registered office or before any other court having jurisdiction over the Customer, either for injunctive relief and/or urgent or interim measures, or for ordinary court proceedings, provided, however, that in the latter case the Customer has not previously commenced legal proceedings.
Any invalidity of this clause 21.3 shall in no way affect the validity of clause 21.1 above.
22. DATA PROTECTION
22.1. Blupura informs the Customer that it shall comply with its obligations under Regulation (EU) 2016/679 (GDPR) and the UK Data Protection Act 2018 (the “Data Protection Laws”) in relation to any personal data or personal information processed pursuant to or in connection with these Terms (“Personal Data”) and shall not process Personal Data in such a way as to result in, or be capable of resulting in, a breach by Blupura and/or the Customer of their respective obligations under the Data Protection Laws.
22.2. For the purposes of European data protection legislation, Blupura informs the Customer that Personal Data relating to legal persons engaged in business relations with Blupura, as well as Personal Data relating to natural persons acting on their behalf, are collected, recorded, organised, stored and processed for administrative and accounting purposes. In particular, such purposes include the following activities: order and invoice management; execution of agreements; supplier management; performance of contractual obligations and other obligations required by law. Personal Data may be disclosed to third parties in connection with the purposes for which such data were collected and processed.
22.3. The provisions of this Article 22 shall constitute valid notice for the purposes and effects of the aforementioned legislation, and the Customer hereby declares its consent to the processing and/or use of such data by Blupura for all purposes permitted by applicable law.
23. LIMITATION OF LIABILITY AND LICENCE FOR USE OF THE SITE
23.1. The Site is provided by Blupura on an “as is” and “as available” basis. Blupura makes no representations or warranties, whether express or implied, regarding the operation of this Site and/or the contents, materials, information or products included on the Site. Access to the Site may also be suspended or temporarily restricted from time to time to allow for maintenance, repair or updates with new Goods and Services. Blupura shall use reasonable efforts to limit the frequency and duration of such suspensions and/or restrictions.
23.2. Despite periodic monitoring of the Site, Blupura does not warrant that the Site, its servers or e mails sent by Blupura are free from viruses or other potentially harmful components to the user’s and/or Customer’s computer systems. By accessing the Site, the Customer agrees that use of the Site is at its own risk. Although Blupura periodically checks the content of web pages linked to or accessible from the Site, Blupura shall not be responsible for the content of such external websites.
23.3. Blupura shall not be liable for any damages of any kind whatsoever arising from the use of this Site.
23.4. Blupura grants a limited, non exclusive licence for personal access to and use of this Site and does not permit the downloading or modification of the Site, in whole or in part, without its prior written consent. This licence does not include any commercial use of the contents of the Site; in particular, use of product catalogues, product descriptions or other materials is prohibited. The use of information contained in this Site for the benefit of other merchants is not permitted, nor is the use of data mining systems, robots or similar software designed to download and/or extract content from the Site.
It is prohibited to frame or incorporate the Site within frames connecting it to other commercial brands. Publication of the contents of the Site is permitted solely for the purpose of purchasing the Goods and Services offered therein.