Terms of sale

In these general conditions of sale the following terms shall have the meaning attributed below:
Bitubo : indicates the company Bitubo Srl with registered office in Via A. Volta n. 24, 35037 Selve di Teolo (Italy);
Customer : indicates any company, whether a partnership or a corporation, an entity or other legal entity that purchases the Products directly from Bitubo for professional use;
Conditions : indicates these general conditions of sale;
Order : indicates each proposal to purchase the Products sent by the Customer to Bitubo;
Portal : indicates the portal made available by Bitubo on its website www.bitubo.com through which the Customer, after registering and assigning specific credentials reserved for him (username and password), may place Orders, receive confirmation and, more generally, monitor their execution;
Products: indicates the goods produced and/or assembled and/or sold by Bitubo.

2. SCOPE OF APPLICATION
These Conditions, which must be countersigned, apply to all sales contracts of the Products concluded between Bitubo and the Customer following the receipt by the latter of the Order confirmation by Bitubo.
Bitubo reserves the right to modify and/or integrate, in whole or in part, these Conditions at any time; in this case, the modifications and/or integrations made will apply to all Orders, and related sales contracts, sent starting from the thirtieth day following the communication by Bitubo to the Customer of the Conditions as modified and/or integrated.

3. PRICES
The sale prices of the Products shall be those indicated in the Bitubo catalogue in force at the time the Order is uploaded. The prices indicated in the catalogue are to be understood as net of VAT, taxes, duties, any customs duties and/or insurance costs as well as packaging, shipping and/or transport costs.

4. ORDER AND ORDER CONFIRMATION
Each Order must be submitted via the Portal.
Orders are considered firm and binding for the Customer for a period of 30 days from their upload to the Portal.
Orders shall only become binding for Bitubo when the Order confirmation is sent to the Customer.
If the Order confirmation contains changes with respect to the Order, such changes shall be deemed tacitly accepted 2 days after the Order confirmation has been sent without the Customer expressing his disagreement in writing. 

5. TRANSPORT
The transport of the Products will be at the Customer's expense. Unless otherwise agreed in writing between the parties, Bitubo will advance the shipping costs that will be charged to the Customer in the relevant sales invoices. All liability of Bitubo for the loss and/or deterioration of the Products will cease with the delivery of the goods to the carrier at the Bitubo warehouses.
The delivery of the Products will be carried out under the economic conditions indicated below:
ITALY : The Products will be shipped via the BRT courier or another courier chosen independently by Bitubo, with the following rates:
Cash on delivery charges : Euro 4.00 to be added to the transport cost for amounts less than EURO 850, VAT included
For amounts exceeding EURO 850 including VAT, collection costs will be equal to 2% of the total amount.

EXPORT (EU) : The Products will be shipped only and exclusively by truck via DHL courier, with the following rates:

The shipment of the Products by air will be carried out only upon written request of the Customer contained in the Order; in this case, the transport costs and the carrier used will be communicated in writing by Bitubo to the Customer. After 5 (five) days from the date of receipt of such communication by the Customer without the latter having sent any communication to Bitubo, the transport costs and the carrier communicated by Bitubo will be considered fully accepted by the Customer.

EXPORT (EXTRA EU): The transport costs and the carrier used will be communicated in writing, from time to time, by Bitubo to the Customer. After 5 (five) days from the date of receipt of such communication by the Customer without the latter having sent Bitubo any communication, the transport costs and the carrier communicated by Bitubo will be considered fully accepted by the Customer.
Bitubo also reserves the right to modify the shipping costs indicated above during the period of validity of these Conditions. In this case, the new rates will be communicated by Bitubo to the Customer before shipping and the Customer may contest the change made to the shipping costs within 3 (three) days from the date of receipt of the communication. After this period has elapsed without the Customer having sent Bitubo any communication, the change to the shipping rates will be considered fully accepted by the Customer and Bitubo will send the Products to the Customer applying the modified costs.

6. DELIVERY
Unless otherwise agreed in writing, Bitubo will deliver the Products to the Customer ex works (Ex works – Incoterms 2020) at its factories in Selve di Teolo (Pd), via A. Volta, 24. The products therefore always travel at the Customer’s risk. Deliveries may be made in one or more batches.

7. DELIVERY TERMS
The delivery terms are those indicated in the Order confirmation. These delivery terms are to be considered merely indicative and therefore cannot be considered essential pursuant to article 1457 of the civil code and, in any case, do not include the transport times of the Products. Any delays in delivery will not entitle the Customer to request compensation from Bitubo for any damages and/or to terminate the sales contract.

If Bitubo is unable to meet the delivery terms due to delays or failures to deliver by its suppliers, interruption or suspension of transport or energy, unavailability or shortage of raw materials, strikes or union disputes, pandemic, as well as any other event beyond its reasonable control, it will be required to promptly notify the Customer and the start of the delivery term of the Product to the carrier will be suspended for the entire duration of the event itself. If, as a result of the occurrence of a force majeure event, the Order cannot be executed within 60 (sixty) days following the agreed term, each party will have the right to cancel the Order by communicating its decision in writing to the other party, it being understood that, in this case, neither party will have the right to request compensation from the other for any damages suffered.

8. PAYMENTS AND BILLING
Payment of invoices by the Customer must be made within the terms and with the methods indicated by Bitubo
Unless otherwise agreed in writing with the Customer, Bitubo will issue the sales invoice for the Products at the same time as they are delivered to the carrier for transport to the Customer.
In the event of failure or delay in payment, even partial, of the invoices issued by Bitubo, default interest will automatically be applied, calculated at the rate established by Legislative Decree no. 231/02 and subsequent amendments, without the need for prior formal notice. Without prejudice to the foregoing, failure or delay in payment of invoices will also entitle Bitubo, without prejudice to any other right to request compensation for damages suffered, to demand immediate payment of the price of any other sales of Products already made to the Customer and/or to temporarily suspend the supply of other Products ordered by the Customer and/or to terminate, pursuant to Article 1456 of the Civil Code, the contract(s) for the sale of Products already concluded with the Customer, with the consequent cancellation of any obligation to deliver the Products and without the Customer being able to advance any claim for compensation and/or indemnity or claim any other right against Bitubo.

9. SOLVE AND REPEAT
The Customer may not raise any objection against Bitubo – except those relating to the nullity, voidability and rescission of the sales contract – in order to delay or avoid payment for the Products purchased as provided for in these Conditions.

10. RETENTION OF TITLE
Ownership of the delivered Products will remain with Bitubo until full payment of the price due by the Customer.

11. WARRANTY
Bitubo guarantees to the Customer that the Products sold are compliant with EU regulations and free from faults and defects for a period of 24 (twenty-four) months from the date of purchase and 60 (sixty) months, from the same date, for the breakage of primary structural parts such as stems, tubes and springs. For the calculation of these terms, reference will be made to the date of issue of the invoice of the Product or, in the event that the Customer does not have the purchase invoice, to the production date shown on the Product.
The warranty on the Products provided by Bitubo operates exclusively in relation to faults and defects attributable to Bitubo itself and in no case will it operate with reference to:

The warranty on the Products sold is subject to the regular reporting of defects/faults made by the Customer as indicated below. The Customer must, under penalty of forfeiture, report in writing to Bitubo any defects and/or quality defects or non-conformity of the purchased Product within and no later than 8 (eight) days from delivery of the same. Likewise, defects and/or quality defects or non-conformity of the Product of a hidden nature (i.e. those not identifiable based on the verification imposed on the Customer by law) must be reported in writing to Bitubo by the Customer himself, under penalty of forfeiture, within and no later than 8 (eight) days from their discovery.
In both cases, in order to benefit from the warranty, the Customer must deliver the Product at his/her own expense (duly uninstalled from the motorcycle if applicable) to the local technical center authorized by Bitubo, where present, or, in the event that there is no local authorized Bitubo technical center, to the latter's headquarters. The updated list of the technical centers authorized by Bitubo will be available on the website www.bitubo.com in the section Resellers & Assistance.
If Bitubo recognises, even through the local authorised Bitubo technical centre, that the Product is affected by defects, it will reimburse the Customer for the costs incurred and documented in writing for any transport of the defective Product from the Customer's premises to the local authorised Bitubo technical centre or, in the event that there is no local authorised Bitubo technical centre, from the Customer's premises to the Bitubo premises.
In such case, Bitubo, at its own discretion, may: (i) replace or repair the Product supplied at its own expense (including transport costs to the Customer's premises, excluding those from the Customer's premises to the end user of the Product); or, alternatively (ii) reimburse the Customer for the price of the Product by issuing a credit note in his favour. In both cases, Bitubo may, at its own discretion, request the Customer to return the defective Products, which will then become its property, or have them destroyed by the Customer, in both cases at Bitubo's expense (including transport costs from the Customer's premises to Bitubo's premises, excluding those from the end user of the Product to the Customer's premises).
The guarantee provided by Bitubo on the Products is to be understood as absorbing and replacing the legal guarantees for defects and conformity and excludes any other possible liability of Bitubo towards the Customer in any way originating from the Products, except in the case of willful misconduct or gross negligence and any mandatory provisions of law. The Customer expressly waives the right of recourse pursuant to art. 131 of Legislative Decree 6 September 2005, n. 206 (Consumer Code).
Furthermore, the Customer undertakes to indemnify and hold Bitubo harmless from any action, request, claim or any other initiative that may be advanced or promoted by third parties against Bitubo and that is connected or attributable, even indirectly, to the sale of the Products to third parties by the Customer.
Bitubo's liability for damage caused by defects in the Product remains unaffected in the cases provided for by Article 123 of Legislative Decree 6 September 2005, n. 206 (Consumer Code) and by any other mandatory provisions of law.

12. EXPRESS TERMINATION CLAUSE
Bitubo shall have the right to terminate at any time, pursuant to and for the purposes of Article 1456 of the Civil Code, by sending written notice to the Customer, the individual sale of the Products if the Customer has defaulted on any of the obligations set forth in Articles 8 (Payments), 9 (Solve et repete) and 13 (Intellectual Property Rights).

13. INTELLECTUAL PROPERTY
All intellectual and industrial property rights of Bitubo, including, by way of example and not limited to, rights relating to patents, designs and utility models, trademarks of which Bitubo is the owner or licensee, copyrights, know-how, technical specifications and data, whether they have been registered or not (hereinafter “ Intellectual Property Rights ”), are the exclusive property of Bitubo and their communication or use within the scope of these Conditions does not create, in relation to them, any right or claim by the Customer.
The Customer acknowledges and agrees that the Product is marketed under the Bitubo brand and logo (the “ Brand ”) and that the purchase of the Product does not confer any right, title or expectation on the Brand and that any use of the same will be made in the exclusive interest of Bitubo.
The Customer shall refrain from carrying out any act that may affect the Intellectual Property Rights of Bitubo and, in particular, undertakes not to register or have registered or use any patent, license, design, trademark, commercial name, copyrights that in any way involve the use of the name “Bitubo” or a similar name or the name of the Products present in the Bitubo catalogue.
The Customer may not deposit and/or register the Trademark or any right relating to it, use the Trademark, or trademarks, distinctive signs or names or expressions that are the same or similar, to register domain names and/or to build websites or web pages, in the registration of domain names or in the construction of websites, internet pages and/or profiles on social media, even if related to the promotion of the Product, as well as request the registration or recognition of any other intellectual property right, in any form, using Bitubo documentation or the information transmitted by it.
The Customer may not modify, remove or in any way alter the Brand and/or other distinctive signs used by Bitubo on the Products or their packaging, nor modify or alter the advertising materials adopted by Bitubo and eventually delivered to the Customer.
The Customer undertakes to use the Brand exclusively in compliance with any written instructions from Bitubo and for the purposes set out in these Conditions.
The Customer shall also promptly communicate to Bitubo any relevant fact of which he becomes aware and which may negatively affect the Industrial and Intellectual Property Rights of Bitubo or its reputation.
The Customer also acknowledges that any violations, actual or threatened, of the obligations set forth in this article will cause irreparable damage to Bitubo, sometimes difficult to ascertain. For this reason, Bitubo will be entitled to obtain from the Customer the sum of Euro 10,000.00 (ten thousand/00) for any violation of the obligations set forth in this article, without prejudice to Bitubo's right to resort to any further remedy provided by law and/or obtain compensation for the greater damage suffered in accordance with the applicable law.

14. COMMUNICATIONS
All communications between Bitubo and the Customer must be in written form and must be sent by e-mail, certified e-mail, fax or registered letter to the addresses and numbers communicated by the Customer at the time of registration on the Portal. Communications sent by e-mail, certified e-mail or fax will be considered to have been correctly carried out, in any case, starting from the date of confirmation of the forwarding of the e-mail/certified e-mail message to the recipient or from the date indicated in the receipt of delivery of the fax.

15. MISCELLANEOUS
The content of these Conditions cancels and replaces any other previous agreement between Bitubo and the Customer and constitutes the integral manifestation of the existing agreements between them.
Any invalidity or ineffectiveness of a single agreement contained in these Conditions does not affect the other agreements contained therein. The Parties hereby mutually undertake to replace the clause recognized as invalid or ineffective with another clause that has, as far as possible, the same or similar effects, thus re-establishing the original balance of interests.

16. APPLICABLE LAW – COMPETENT COURT
These Conditions are governed exclusively by Italian law with the exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods.
For any dispute that may arise in relation to these Conditions, including those concerning their validity, interpretation or execution, the Court of Padua (Italy) will have exclusive jurisdiction. However, Bitubo reserves the right to appeal to the judge of the place where the Customer has its registered office.