Terms of use

1) General

1.1 In these Conditions of Sale, ‘the Company’ refers to EDAWAY SRL. ‘The Buyer’ denotes the person, firm, or company that orders or purchases the goods from the Company. ‘The Goods’ includes the goods or services, such as licenses for the use of software products, that are the subject of the relevant order or sales contract.

1.2 A contract for the Goods between the Company and the Buyer will only exist once the Company has accepted the Buyer’s order. These terms must be agreed upon in writing by a Director of the Company; no other employee is authorized to make changes to these conditions.

2) Price

2.1 Quoted prices include the cost of normal packaging but exclude delivery, transit insurance (which are charged extra at cost), VAT or installation charges (where applicable).

2.2 Unless the price for the Goods is explicitly fixed in writing at the time of order placement, the prices shall be those in effect on the date of dispatch. The Company reserves the right to amend these prices at any time before dispatch.

3) Payment

3.1 Unless otherwise agreed in writing by a Director of the Company, payment is due 30 days from date of invoice.

3.2 If an account is more than 30 days overdue, in addition to any other rights, the Company reserves the right after 7 days notice in writing, to cancel any other contract with the buyer and/or to suspend deliveries. The Company also reserves the right to charge interest on overdue accounts at the rate of two percent per calendar month.

4) Delivery

4.1 The Company’s employees are not authorized to agree on a fixed delivery date. Any date provided is only a guideline, and the Company is not liable for any direct or consequential loss arising from any delay.

5) Risk

5.1 The goods are at the Buyer’s risk as soon as they are delivered.

6 Title

6.1 Ownership of the goods does not pass to the Buyer until whichever of the following occurs first:

6.1.1 payment due under the contract covering the supply of the goods is made in full.
6.1.2 the Buyer sells the goods in accordance with these terms and conditions, in which case title in the goods is deemed to pass to the Buyer immediately prior to delivery of them to the Buyer’s customer.

6.2 The Buyer is permitted to use or sell the goods unless expressly forbidden by another contract or licensing agreement. However, until full payment for the goods is made to the Company, all proceeds from such sales must be held in trust for the Company. These proceeds must not be mixed with other funds, paid into an overdrawn bank account, and must remain identifiable at all times as belonging to the Company.

6.3 Until ownership of the goods passes to the Buyer:

6.3.1 the Buyer holds the goods as fiduciary agent for the Company.
6.3.2 the goods must be kept in good repair and insured for an amount at least equal to the contract price.

6.4 The Buyers right to sell and use the goods automatically ceases if a petition to wind up the Buyer is presented or the Buyer passes a resolution for voluntary winding up or compounds with its creditors or has a receiver appointed of all or any of its assets.

7) Loss or Damage in Transit

7.1 The Company shall, subject to the following provisions, make good any shortage in the goods and where appropriate replace any damaged in transit as soon as is reasonably possible but is under no liability whatsoever arising from shortage or damage.

7.2 The Buyer is under a duty wherever possible to inspect the goods on delivery or on collection as the case may be.

7.3 The Company is not liable for any damage or shortage that would be apparent on reasonably careful inspection if the Buyer chooses not to inspect the goods on delivery and, in any event, is not liable unless written notice of the alleged damage or shortage is given to us within 14 days of delivery.

7.4 The Company is not liable for any alleged damage or shortage unless given a reasonable opportunity to inspect the goods before the Buyer uses, alters or modifies them.

8) Guarantee

8.1 No representation or warranty is provided regarding the suitability or fitness of the goods for any specific purpose; it is the Buyer’s responsibility to ensure this. The Company’s employees are not authorized to make any representations or promises on behalf of the Company.

8.2 The Warranty Period is specified in the quotation against which the goods were ordered. During this period, the Company will either repair or, at its discretion, replace goods found to be defective. This warranty covers only hardware defects resulting from faulty design, manufacture, materials, or workmanship. It does not cover defects caused by abnormal use, misuse, or neglect.

8.3 To claim the benefit of this clause, the Buyer must inform the Company of the relevant defect within 10 working days of discovering it and return the goods to the Company at his expense and risk during transit.

8.4 No other terms whether conditions or warranties express or implied, statutory or otherwise, form part of this contract.

9) Liability

9.1 The Company shall not be held liable for consequential or indirect losses incurred by the Buyer, whether arising from breach of contract, breach of statutory duty, or the Company’s negligence. Examples of such losses include, but are not limited to, loss of profits, loss of contracts, damage to the Buyer’s or any other party’s property, and personal injury to the Buyer or any other individual (except where such injury is directly attributable to the Company’s negligence).

9.2 Our total liability for any single claim or the aggregate of all claims arising from a single act of default (whether due to our negligence or otherwise) shall not exceed the contract price.

9.3 Nothing in this clause is deemed to exclude or restrict our liability for death or personal injury resulting from our negligence.

10) Force Majeure

10.1 The Company retains the right to cancel, modify, or suspend the operation of the sales contract in the event of force majeure, including but not limited to occurrences such as fire, floods, storms, plant breakdowns, strikes, lock-outs, riots, hostilities, non-availability of materials or supplies, or any other event beyond the control of the Company. The Company shall not be held liable for any breach of contract resulting from such an event.

11) Proper Law and Jurisdiction

11.1 Italian Law applies to this contract and any dispute arising in connection with it is subject to the exclusive jurisdiction of the court of Milan, Italy.