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Company Conditions

GENERAL TERMS AND CONDITIONS

 

The sale of products on our Ecommerce is governed by these general terms and conditions of sale (hereinafter “Terms and Conditions”) which, jointly with the Purchase Order, constitute the contract between Gruppo Cimbali S.p.A, VAT number 09052100154, with its registered office in Via A. Manzoni 17, Binasco (MI), Italy (hereinafter referred to as “Cimbali”, “we”, “us” or “our”) and the Customer (hereinafter referred to as “Customer”, “you” or “your”).

  1. Definitions

    2. Terms and expressions listed below have the meaning specified below. Unless the context otherwise requires, words in the singular shall include the plural, and vice versa.

    Consumer: shall have the meaning set out in the Consumer Rights Act 2015;

    Customer: refers to the natural or legal person purchasing Products from us acting for purposes related to the exercise of their business, commercial, artisanal or professional activity;

    Ecommerce: means the virtual shop available at URL www.faema.com, through which Product(s) can be purchased;

    Force majeure: means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, government enforced restrictions, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster, or failure of public or private telecommunications networks, or impossibility of the use of shipping, aircraft, motor transport or other means of public or private transport;

    Parties: means Cimbali and the Customer jointly;

    Purchase Order: refers to the electronic document submitted by the Customer [as part of the order process on the Ecommerce that contains details of the Product(s) being purchased by the Customer] via the Ecommerce;

    Product(s): means the items offered for sale on the Ecommerce;

    Personal Area: means the Customer’s online account on the Ecommerce, for Customer’s use only, through which the Customer can have access to specific functions provided by Cimbali, upon authentication;

     

  2. Our Products

    1. Each Product(s) description, as provided in the Ecommerce, describes the characteristics of the Product(s).
    2. The images of the Products on the Ecommerce are for illustrative purposes only. Although Cimbali has made every effort to display the colours accurately, Cimbali cannot guarantee that the Customer’s computer's display of the colours accurately reflects the colour of the Products. The colour of the Products may vary slightly from those images.
    3. The packaging of the Customer’s Products may vary from that shown on images on our Ecommerce and may not entirely correspond to reality, for technical reasons too. Therefore, Cimbali shall not be held liable for the possible unsuitableness of the pictures of the Product(s) shown in the Ecommerce, if due to the above-mentioned technical reasons.
    4. Our Ecommerce displays information about the range of Product(s) sold, with Product(s) references.
    5. Cimbali reserves the right to amend the specification of the Products if required by any applicable statutory or regulatory requirements.
    6. Cimbali reserves the right to stop selling the Products shown on the Ecommerce, or in other sales literature at any time.

     

  3. Conclusion of the purchase

    1. Registration

      1. A prior registration is necessary to purchase the Product(s) on the Ecommerce.
      2. The Customer must provide the information requested, in the format requested, during the registration process on the Ecommerce.
      3. The Customer shall ensure that the information provided during the registration process and following stages is accurate, complete and truthful.
      4. Cimbali may request a certificate of incorporation or other equivalent document in order to determine the exact identity of the Customer and that the Customer is acting for business purposes and is not a Consumer.
      5. The registration will be effective only when the Customer receives the confirmation e-mail and opens the verification link included in that email.
      6. After this procedure, a Personal Area will be created for the Customer, who can see their purchases, check their wish list and modify their credentials.

    2. Conclusion of the purchase

      1. Once the Customer has completed the registration process in accordance with clause 3.1, the Customer shall be able to purchase Products via the Ecommerce.
      2. Before commencing with the purchase process, the Customer must read and accept the Terms and Conditions. The Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
      3. You should print a copy of such Terms and Conditions or, alternatively, store them on your computer. Please note that these Terms and Conditions may be amended from time to time and the Terms and Conditions in force at the time of your order will apply.
      4. In order to purchase Product(s) on the Ecommerce, the Customer must fill in the Purchase Order form and send it to Cimbali, by electronic means, following the instructions provided in the Ecommerce.
      5. The sending of the Purchase Order constitutes an offer by the Customer to purchase the Product(s) specified in the Purchase Order.
      6. Before sending the Purchase Order form, the Customer must check the Purchase Order and amend any errors. The information can be amended by clicking on the “edit data” button or as otherwise indicated during the order process. The Customer is responsible for ensuring that the Purchase Order is complete and accurate.
      7. The Customer must verify the final price as described in clause 4 below.
      8. Cimbali’s acceptance of the Customer’s order takes place when Cimbali emails the Customer to accept the order, at which point the contract between Cimbali and the Customer shall come into existence...
      9. In any case, Cimbali will send the Customer an e-mail containing a summary illustrating all Products ordered and a confirmation of the Purchase Order, after payment has been received by Cimbali. For this reason, the Customer must verify the delivery of the documentation, by checking, if necessary, their junk e-mail box.
      10. By sending the Purchase Order form and paying the due sum, the Customer confirms to have understood and approved the Terms and Conditions, as well as any further information provided in the Ecommerce.
      11. If Cimbali is unable to supply the Customer with a Product for any reason, Cimbali will promptly inform the Customer by e-mail and Cimbali will not process the Customer’s order. Cimbali will ask the Customer if they would like to receive a similar Product or not proceed with the purchase. If the Customer does not want to proceed with the purchase, Cimbali will refund the Customer the full amount paid promptly.

     

  4. Price

    1. The price of the Products will be as quoted on the Ecommerce at the time the Customer submits their Purchase Order form. Cimbali takes all reasonable care to ensure that the prices of the Products are correct at the time when the relevant information was entered on the system. [Cimbali sells a large number of Products through the Ecommerce. It is always possible that, despite Cimbali’s reasonable efforts, some of the Products on the Ecommerce may be incorrectly priced. If Cimbali discovers an error in the price of the Products ordered by the Customer, Cimbali will contact the Customer and inform the Customer of this error and Cimbali will give the Customer the option of continuing to purchase the Products at the correct price or cancelling the order. Cimbali will not process the Customer’s order until it has obtained the Customer’s instructions. If Cimbali is unable to contact the Customer using the contact details provided during the order process, Cimbali will treat the order as cancelled and notify the Customer in writing. If Cimbali mistakenly accepts and processes the Customer’s order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, Cimbali may cancel supply of the Products and refund the Customer any sums paid.]
    2. The price of the Products may change from time to time, but changes will not affect any order placed by the Customer.
    3. The price of the Products excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being, unless otherwise indicated by Cimbali. However, if the rate of VAT changes between the date of the Customer’s order and the date of delivery, Cimbali will adjust the VAT the Customer pays, unless the Customer has already paid for the Products in full before the change in VAT takes effect.
    4. The price is inclusive of packaging charges unless otherwise indicated on the Ecommerce.
    5. The price includes the installation of the Product.
    6. The price does not include delivery of the Product.

     

  5. Security of credentials

    1. The Customer agrees to keep the log-in credentials to the Personal Area secret and confidential.
    2. The Customer shall use the credentials to the Personal Area for its own purposes and shall not allow those credentials to be provided to any third parties.
    3. The Customer shall implement appropriate security measures in order to minimize the risk of any third party access to its Personal Area.
    4. Any suspicion of unauthorized, prohibited and/or unsuitable access to the Personal Area shall be notified to Cimbali immediately.

     

  6. Order availability

    1. In correspondence to each Product(s) included in the Ecommerce, Cimbali points out if:
      1. it is available in its own stock; or
      2. it is not available in its own stock.
    2. Cimbali expressly reserves the right not to point out the availability of the Product(s) included in the Ecommerce. The type and availability of the Product(s) might change in any moment, without any liability of Cimbali toward the Customer.
    3. The indication of the Product(s) availability is not binding, it being understood that the Product(s) listed as “not available” could not be ordered by the Customer.
    4. Cimbali could not perform Purchase Orders that include incomplete or untruthful data, or in case of Product(s) not being available.
    5. If the Product(s) is incorrectly listed as “available” and, however, it is still possible to complete the Purchase Order and execute the due payment by the Customer, Cimbali will promptly reimburse the due sum to the Customer, including delivery costs.

     

  7. Payments

    1. The payment of the purchase price for all Product(s) shall be made in accordance with the payment methods and the timeframes set out in the Ecommerce.
    2. The Customer can pay for the Products using PayPal (with a PayPal account or with a credit card), all major debit card and credit cards, or through the other payment methods set out in the Ecommerce from time to time. Cimbali may change the available payment methods from time to time. The payment methods available at the time of purchase shall be set out on the relevant pages of the Ecommerce.
    3. In case of use of credit card, the charge of the price to the Customer is made once Cimbali has verified the credit card data and received the charge authorization by the company issuing the credit card used by the Customer.
    4. The credit [and debit] card data provided during the order process are protected and are transmitted directly to the bank company that manages the payment. The payment occurs directly on a secure server, with SSL encryption key in order to guarantee the absolute security of the transaction. In case of payment with PayPal, at the time that the Customer submits their order on the Ecommerce, the Customer will be transferred to the secure PayPal website. On that website the Customer can complete the payment using the Customer’s PayPal account and under the terms and condition of the PayPal service. The PayPal account will be charged at the time of the transmission of the order confirmation.
    5. The price of the Products will not be impacted by the payment method used.

     

  8. Product(s) Warranty

    1. Cimbali provides a warranty that on delivery and for a period of 12 months from delivery, the Products shall:

      1. subject to clause 2, conform with their description;
      2. be free from material defects in design, material and workmanship; [and
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

    2. Subject to clause 8.3, if:

      1. the Customer promptly gives Cimbali notice in writing to [email protected] within a reasonable time of discovery (or in the case of complaints related to the damages of packaging, quantity, number or external characteristics of Product(s), definable as apparent defects, within the timeframe specified in clause 11.6) that some or all of the Products do not comply with the warranty set out in clause 8.1;
      2. Cimbali is given a reasonable opportunity to examine the Products; and
      3. if requested by Cimbali, the Customer makes the Products available for collection at a time and date agreed by us,

      we will, at our option, repair or replace the defective Products or refund the price of the defective Products in full. Where we consider that a defect is minor but impairs the regular functioning of the Product(s), such as dent, Cimbali may offer the Customer the right to retain the Products but receive a proportionate price reduction.

    3. Cimbali will not be liable for breach of the warranty set out in clause 8.1 if:

      1. the Customer makes further use of the Products after giving notice to Cimbali under clause 8.2.1;
      2. the Customer alters or repairs the Products without Cimbali’s written consent and/or uses non-original spare parts in any such maintenance;
      3. the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions;
      4. the Customer does not comply with instructions issued by Cimbali in relation to the use and/or maintenance of the Products; or
      5. the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

    4. Cimbali will only be liable to the Customer if the Products do not comply with the warranty set out in clause 8.1 to the extent set out in this clause 8.
    5. The terms implied by sections 13 – 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract between Cimbali and the Customer.
    6. These Terms and Conditions also apply to any repaired or replacement Products.
    7. In the event of technical intervention work at the Customer’s headquarter, the warranty does not cover, in any case, any labour, travel and/or subsistence expenses.

     

  9. Our Liability - YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

    1. These Terms and Conditions and any document expressly referred to in them constitute the entire agreement between Cimbali and the Customer and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or oral, relating to its subject matter.
    2. The Customer acknowledges that in entering into the contract, the Customer does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or any document expressly referred to in them.
    3. The Parties agree that neither of the Parties shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
    4. Nothing in these Terms and Conditions excludes liability for:

      1. death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
      2. for fraud or fraudulent misrepresentation; or
      3. for breach of terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).

    5. Subject to clause 9.4, Cimbali will under no circumstances be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise however arising for:

      1. any loss of profit;
      2. loss of business;
      3. business interruption;
      4. loss of business opportunity; or
      5. any indirect or consequential loss.

    6. Subject to clauses 9.4 and 9.5 above, Cimbali’s total liability to the Customer in respect of all other losses arising under or in connection with these Terms and Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising, shall in no circumstances exceed the purchase price of the Products.

     

  10. Post-sale Assistance

    11. Cimbali provides Customers with post-sale assistance and can be contacted, for any question, at the address indicated in the page www.faema.com. Cimbali reserves the right to provide post-sale assistance through the authorized service providers listed on the Ecommerce or communicated in reply to the Customer’s request for assistance.

     

  11. Product(s) transport and delivery

    1. Cimbali is not obliged to ship the Product(s) until it receives the payment of the price, unless otherwise agreed. Once the contract has come into force, Cimbali will communicate in the order confirmation the delivery date.
    2. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
    3. Delivery of the Product(s) shall be made FCA, Cimbali’s warehouse (Binasco (MI), Italy). The Product(s) shall travel at Customer’s risk and costs once Cimbali has delivered the Product(s) (at Cimbali’s warehouse (Binasco (MI), Italy) and Cimbali shall be released from any liability upon delivery of the Product(s) to the courier or the Customer, in the event the latter decides to withdraw the Product(s), either personally or through a designated person.
    4. If Cimbali fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. Cimbali shall have no liability for any failure or delay to deliver the Products to the extent that such failure or delay is caused by Force majeure or the Customer's failure to provide Cimbali with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    5. The Customer must verify, at the time of delivery, that the packaging and/or the Product(s) pack are intact, not damaged, not wet or otherwise altered, in the sealing materials too.
    6. For any complaints related to the damages of packaging, quantity, number or external characteristics of Product(s), definable as apparent defects, Customer shall notify Cimbali upon sending an e-mail to the following e-mail address: [email protected] within 8 (eight) days following the date of Product(s) receipt, it being understood that Cimbali is not responsible for any damage and/or circumstance arising from the transport...
    7. The Customer owns the Products once we have received payment in full, including of all applicable delivery charges.

     

  12. Security measures

    1. In order to ensure that the Customer’s credit, debit or charge card, as well as PayPal credentials are not being used without consent, Cimbali will validate the name, address and other information supplied during the order process against appropriate third-party databases in accordance with Cimbali’s privacy policy. In performing these checks, personal information provided by the Customer may be disclosed to a registered Credit Reference Agency which may keep a record of that information. This is done only to confirm the Customer’s identity, a credit check is not performed, and the Customer’s credit rating will be unaffected.
    2. If an order placed by the Customer is considered to be fraudulent or otherwise made in breach of these Terms and Conditions, the sale will be cancelled immediately. Where any sums have already been debited to the Customer, they will be refunded within 14 (fourteen) business days after proper notification.

     

  13. Security measures

    1. Cimbali will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations arising under or in connection with these Terms and Conditions that is caused by Force majeure.
    2. If a Force majeure takes place that affects the performance of Cimbali’s obligations arising under or in connection with these Terms and Conditions, Cimbali will:

      1. notify the Customer as soon as reasonably possible; and
      2. Cimbali obligations will be suspended and the time for performance of the obligations will be extended for the duration of the Force majeure event. Where the Force majeure event affects Cimbali’s delivery of Products to the Customer, Cimbali will arrange a new delivery date with the Customer after the Force majeure event is over.

    3. The Customer may cancel a contract affected by a Force majeure which has continued for more than [45] days. To cancel the contract, the Customer must contact Cimbali.

     

  14. Assignment

    1. Cimbali may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the contract.
    2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the contract without the prior written consent of Cimbali.

     

  15. Waiver

    16. A waiver of any right or remedy under the contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

     

  16. Severance

    17. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Terms and Conditions. If any provision or part-provision of these Terms and Conditions is deemed deleted under this clause 16, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

     

  17. Notices

    1. Any notice given to a party under or in connection with these Terms and Conditions shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) (or pre-paid air mail post if to an address outside the United Kingdom); or sent by email to the addresses as notified to the parties from time to time.
    2. Any notice shall be deemed to have been received:

      1. if delivered by hand, on signature of a delivery receipt;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service;
      3. if sent by pre-paid air mail post, at 9am on the fifth business day after posting or at the time recorded by the delivery service; and
      4. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

    3. Clauses 17.1 and 17.2 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

     

  18. Third party rights

    19. These Terms and Conditions not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.

     

  19. Applicable Law and competent Court

    1. The Terms and Conditions, any Purchase Order and/or any purchase contract of the Product(s) and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the same shall be governed by the laws of England and Wales with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
    2. In case of any dispute or claim (including non-contractual disputes or claims) arising from and/or related to the Terms and Conditions, any Purchase Order and/or any purchase contract of the Product(s), the courts of England and Wales shall have exclusive jurisdiction.

     

  20. Variation of General Terms and Conditions

    21. The Terms and Conditions are subject to amendment by Cimbali. It is understood that the terms and conditions published in the Ecommerce at the time of the Product(s) payment made by the Customer will apply.

     

  21. Privacy

    22. For information about how we process personal information, please read the information provided on the Ecommerce in the Customer Service Area – Privacy Policy.