General Conditions of Sale

Art. 1 – General provisions

1. By navigating in this area, the user accesses the https://shop.cemb.com website, accessible via the URL: https://shop.cemb.com. Browsing and transmitting a purchase order on the site implies acceptance of the Conditions and Data Protection Policies adopted by the site indicated therein.
2. These General Conditions of Sale apply to the sale of products by:
   • Company:                                 CEMB S.p.a   (also called Seller)
     Head office:                               Via Risorgimento, 9, 23826 Mandello del Lario, LC, Italy
     VAT number:                              00221870132
     C.C.I.A.A. (Chamber of commerce) Lecco
     REA (Economic and Administrative Index) 75997
3. Before accessing the products provided by the site, the user must read these General Conditions of Sale which are considered to be read, understood and totally and unequivocally accepted at the time of purchase.
4. The user is invited to download and print a copy of the purchase form and these General Conditions of Sale, the terms of which https://shop.cemb.com reserves the right to change unilaterally and without notice.
5. It is possible to use the site and therefore access products supplied by the same and purchase these in the following languages:
   • English
   • Italian

6. If the products purchased on https://shop.cemb.com and supplied to customers in Italy or in the countries of the European Community are subsequently exported by them, it will be the customer’s responsibility to obtain, at his own expense, all licenses and authorizations necessary, also complying with the export regulations between Italy and the country of destination.
7. Given the type of products offered on the site https://shop.cemb.com, any purchase contracts stipulated by the user on the site are understood to be made for purposes related to the entrepreneurial or professional activity carried out by the user, therefore the Consumer Code (Legislative Decree no. 206/05 amended by Legislative Decree 21/14 and 70/03) does not apply.

Art. 2 – Subject

1. These General Conditions of Sale govern the offer, forwarding, and acceptance of purchase orders for products on https://shop.cemb.com and do not, however, govern the supply of services or the sale of products by parties other than the seller who are present on the same site through links, banners or other hypertext links.
2. Before placing orders and purchasing products and services from different subjects, we suggest you to check their conditions of sale.

Art. 3 – Purchase order

1. To enter into the purchase agreement, the buyer must follow the online purchase procedure, filling out the form proposed on https://shop.cemb.com and sending it following the relevant instructions.
2. It contains the reference to the General Conditions of Sale, the description of each product and its price, the means of payment that can be used, the delivery methods of the purchased products and the relative shipping and delivery costs, methods and times for returning the purchased products.
3. Before entering into the agreement, you will be asked to confirm that the General Conditions of Sale have been read.
4. The agreement is entered into when the seller receives the form filled in by the user, after verifying the correctness of the data contained therein.
5. The buyer will have to pay the price from the moment the online order forwarding procedure is completed. This will happen by clicking the “acquista” or “buy” button at the end of the wizard.
6. Once the agreement is entered into, the seller takes charge of the order for its fulfilment.

Art. 4 – Registered users

1. In order to proceed with the purchase order, the buyer must complete the registration procedures according to the instructions on the site and provide their personal and company data correctly and truthfully.
2. Once registered, the user will receive an automatic registration confirmation email.
3. The confirmation will in any case exempt https://shop.cemb.com from any responsibility regarding the data provided by the user. The user undertakes to promptly inform https://shop.cemb.com of any changes to their data, communicated at the time.
4. If the user then communicates inaccurate, incomplete, or non-compliant data, https://shop.cemb.com will have the right not to activate the customer’s account and refuse/cancel any orders by notifying the customer by email and returning them the amount paid within 30 days. https://shop.cemb.com reserves the right to cancel or suspend the customer’s account, even without notice, by giving appropriate notice by email.
5. On the occasion of the first request for activation of a profile by the user, https://shop.cemb.com will assign a username and a password. The latter recognizes that these identifiers constitute the system for validating the user’s access to the Services and the only system suitable for identifying the user that the acts performed through such access will be attributed to him and will have binding effect towards him.
6. The user undertakes not to disclose his access data and to keep it with due care and diligence and not to transfer it, even temporarily, to third parties.

Art. 5 – Products availability

1. Product availability refers to the actual availability at the time the buyer places the order. This availability must however be considered purely indicative because, due to the simultaneous presence on the site of multiple users, the products could be sold to other customers before the order is confirmed.
2. Even after sending the order confirmation e-mail, there may be cases of partial or total unavailability of the goods. In this case, the order will be automatically corrected with the elimination of the unavailable product and the buyer will be immediately notified by e-mail.
3. Orders that cannot be completely fulfilled on the basis of warehouse stocks can be rescheduled by giving appropriate notification via e-mail. In the extreme case of partial cancellation of an order, see chapter 14.
4. If, following a delivery delay notified to the buyer, the latter requests the total or partial cancellation of the order, by terminating the contract, https://shop.cemb.com undertakes to refund the amount paid within 30 (thirty) days from the moment in which https://shop.cemb.com became aware of the buyer’s decision to terminate the contract.

Art. 6 – Products offered

1. CEMB markets the following products on the website https://shop.cemb.com:
   • portable vibration analysis instruments
   • portable rotor balancing tools
   • Portable alignment checking tools
   • Vibration transmitters for monitoring and protection of rotating machines

2. The offer is detailed on our website at the following link: https://shop.cemb.com
3. The images attached to the product descriptions may not be perfectly representative of the characteristics of the product and may differ in colour, size, and accessories shown in the figure. Only the technical data sheet attached to the product will be valid.
4. The information relating to the products could undergo improvements over time, without this being an element of dispute.
5. The Seller may eliminate and/or replace the products described on the Site at any time and without notice.
6. Unless otherwise indicated, the methods of use of the purchased item or product, with particular reference to its safety, are shown on the product datasheet. Dimensions and other physical characteristics are subject to normal commercial tolerances. The customer is responsible for checking in advance the suitability of the product or article for the use he/she wishes to make of it.
7. If the customer intends to sell the purchased products to third parties, it will be his/her responsibility to ensure that these items are complete with all accessory elements such as warnings, labels, instructions, manuals and other useful information, supplied with the items themselves.

Art. 7 – Payment methods, prices, and currency

1. The price of the products will be that indicated from time to time on the site, except where there is an obvious error.
2. In the event of an error, https://shop.cemb.com will notify the buyer as soon as possible, allowing confirmation of the order at the right amount or cancellation. In any case, https://shop.cemb.com will not be obliged to supply what is sold at the lower price incorrectly indicated.
3. The prices of the site are in Euros, they do not include VAT and shipping costs, which are calculated and shown as separate cost items. Prices are subject to change at any time. The changes do not concern orders for which an order confirmation has already been sent, except for conditions of force majeure as specified in chapter 15.
4. Once the desired products have been selected, they will be added to the basket. Follow the instructions for the purchase, entering or verifying the information requested in each step of the process. Order details can be changed before payment.
5. Payment can be made through one or more of the following payment systems:
   • Credit card
   • Paypal
   • Bank transfer

6. Where prices are not expressly indicated or in the case of supplies relating to items not present in the catalogue, the prices must be specifically agreed and confirmed in writing by CEMB before shipping the product.
7. Payments must be made in Euros; other currencies may be agreed in writing between the parties, within the limits permitted by law.

Art. 8 – Delivery

1. https://shop.cemb.com ships throughout the territory of the European Community.
2. https://shop.cemb.com will only deliver to the place indicated by the customer at the time of purchase.
3. Delivery is generally made, both for the Italian territory and for the countries of the European Union, within the estimated deadline at the time of selecting the delivery method and subsequently confirmed in the order confirmation document sent to the e-mail address provided by user and, in any case, within the maximum term of thirty days from the date of confirmation.
4. Shipping is carried out by express couriers. At the time of shipment the buyer will receive an e-mail with the tracking code.
5. Failure to collect the Products. If it is not possible to complete the delivery due to the absence of the Customer at the address indicated, the courier leaves a notice or contacts the Customer by telephone to arrange a second delivery or to collect the goods at one of the closest Courier branches.
6. If delivery cannot take place due to reasons such as non-payment, non-collection, delivery address not communicated or incorrect, and in any case not attributable to CEMB, after thirty days from the date on which the order is available for delivery we will assume that the buyer has decided to unilaterally terminate the contract and the costs of purchasing and transporting the goods will not be refunded.
7. Shipping costs are charged to the buyer and are explicitly highlighted at the time the order is placed. Shipping costs do not include insurance, duties, and customs charges.

Art. 9 – Inspection of products, delays, and missed delivery

1. The customer is required to carefully inspect the goods received at the time of delivery.
2. For the purpose of inspecting the products or articles, the customer must therefore carry out, under his sole responsibility and before using the product or article, every reasonable check to verify that the product and any software contained in the products purchased are not faulty or malfunctioning.
3. Instructions for collecting the goods. Upon receipt of the goods and before signing the delivery note to the Courier who delivers the goods, the customer must carefully check that the number of packages delivered is consistent with those mentioned on the delivery note. The customer must refuse delivery of packages with damaged and/or tampered packaging and must, in this regard, immediately inform CEMB of the incident; otherwise the goods delivered will be considered accepted in their entirety in the state in which they are found at that moment.
4. Regardless of the provisions to be taken towards the carrier and the forwarding agent, all complaints regarding apparent defects and non-conformity between the product delivered with the one ordered or with the delivery note must be accurately formulated and notified in writing within 7 (seven) days from the date of receipt of the goods. If the customer does not forward the above notification, the items will be considered definitively accepted and compliant with the order specifications.
5. Missed or delayed delivery due to force majeure: see chapter 15.

Art. 10 – Transfer of risk and ownership

1. The ownership is transferred to the customer when the goods are delivered to the carrier for delivery to the customer’s premises or to the address indicated by the customer when placing the order.
2. The goods travel in any case at the risk and peril of the customer, being agreed that each shipment is carried out for the specific assignment and account of the customer and that, therefore, CEMB is exempt from any liability with the delivery of the same to the carrier or the customer in the event that the latter decides to collect the goods personally or through his/her own representative.

Art. 11 – Warranty, commercial compliance and complaints

1. By finalizing the purchase agreement, the user confirms that the goods are ordered for purposes related to their business or professional activity.
2. The duration of the contractual warranty of CEMB products to protect against any construction or operating defects and material defects is 12 (twelve) months from the date of delivery, unless otherwise agreed.
3. CEMB will replace or repair the products or items supplied, or will totally or partially refund the price, if, despite correct and diligent use by the customer, defects are found not attributable to the installation or incorrect use of the product, which must be asserted against CEMB no later than 12 (twelve) months from the delivery date. Any defects that emerge during use in the first 12 (twelve) months must be immediately notified to CEMB.
4. The customer undertakes to provide all the evidence regarding the reality of the defects or anomalies found. Likewise, the customer must provide CEMB with all the means to proceed to the ascertainment of such defects and to be able to remedy them. To ensure this latter purpose, the customer will refrain from his own intervention or from any third party intervention.
5. The disputed goods must be returned to CEMB within 2 (two) weeks from the notification and must be properly packaged, with shipment at customer’s care and in accordance with the special instructions that CEMB may have given at the time of supply or subsequently. The items, or components or parts of them returned must be accompanied by a note stating the description of the defect, as well as any other information indicated or requested by CEMB at the time of supply or subsequently.
6. The warranty does not apply to replacements or repairs that result from normal wear and tear of the products, from deterioration or accidents caused by negligence, or for use of the products other than that for which the devices are intended. In the same way, the warranty does not apply in the event of inadequate intervention by the customer or user on the products delivered.
7. The repair, modification or replacement of parts during the warranty period cannot have the effect of extending the warranty period of the products. All other actions and claims covered by the warranty are excluded, especially those aimed at repairing direct or indirect damage caused to people or other objects other than the products delivered, as well as reimbursement of any loss of earnings.
8. CEMB reserves the right to perform a detailed expert analysis of the products returned under warranty to determine the causes of the defect and communicate them to the customer before proceeding with any replacements, repairs, or refund calculation.
9. Should the customer request a search for the origin of a fault in CEMB’s goods, to be carried out at its premises, the applicable expenses (travel, etc.) will be charged to the customer after a detailed estimate accepted by the latter before operation, and all this without CEMB being obliged to produce results.
10. All products or articles or parts thereof replaced by CEMB will become the exclusive property of CEMB. This warranty replaces any warranty or other provision established by law regarding the quality or suitability of the products for specific uses, except for those provisions which by law cannot be waived.
11. The liability of CEMB for all possible causes is limited to a sum which, in the absence of a different stipulation of the agreement, is limited to the contractual amount of the supply that gives rise to the complaint. The customer agrees to waive any recourse by his/her insurance companies against CEMB and the insurance companies of that company.

Art. 12 – Limits of liability

1. These general conditions outline the entire area of responsibility of CEMB regarding the goods, with the exclusion of any other guarantee, condition and term, expressed or implied, established by law, also with reference to the quality or suitability of the goods for specific uses, without prejudice in any case to those guarantees which, by law, cannot be waived, with particular reference to the provisions of the civil code and in terms of liability for damage from defective products.
2. However, it is understood that in no case will CEMB be liable for the loss of profit or any loss of an economic or financial nature or for any material, immaterial, or indirect damage suffered by the customer or a third party due to a fact, act, or omission attributable to CEMB pursuant to these general conditions or in any case in relation to the purchase or sale of the same. Any product installations described in the data sheets and the combination of components for their realization do not represent the only possible technical solution.
3. CEMB assumes no responsibility for the correct functioning of such installations, nor for their compliance with the specific purposes for which they could be intended.
4. The products and items sold on https://shop.cemb.com have not been tested for applications in the medical field or for joint use with medical-surgical aids of any kind and nature. Likewise, these products are not designed and tested for applications and purposes in the context of civilian or military nuclear activities. Therefore these products must not be used in these areas, with respect to which CEMB assumes no legal responsibility for malfunctions and/or damage or injuries, direct or indirect.

Art. 13 – Return of products to CEMB

1. No items will be returned without the prior written consent of CEMB, except as provided in the previous paragraph “Warranty”. After obtaining the consent of CEMB, in order to be entitled to a refund, the customer must return the items according to the following conditions:
   • the items must not have been used and must be returned in the same conditions in which the customer received them
   • the return must take place within 15 (fifteen) days from the date of the purchase invoice
   • the items are returned to CEMB at the expense and risk of the customer. The products to be returned to CEMB must be properly packaged and shipped to the address indicated by CEMB in the consent document.

2. Refunds do not exempt from the obligation to honour any outstanding payments for different orders.

Art. 14 – Cancellation of orders

1. CEMB reserves the right not to refuse or suspend commercial relations with certain subjects.
2. CEMB reserves the right to reject or cancel any orders, regardless of whether the payment has been received or not, notifying the customer by fax, telephone or e-mail until the order is shipped.
3. Should CEMB reject or cancel an order for which payment has already been made, CEMB will promptly refund the entire amount received, according to the methods that will be indicated to CEMB by the customer for this purpose. Moreover, it is understood that the refund of the price represents the only burden for CEMB for the rejection or for the cancellation of the order, being in this regard excluded any form of responsibility borne by CEMB.

Art. 15 – Force majeure

1. In the event that the fulfilment of orders by CEMB is hindered or prevented by force majeure or unforeseeable circumstances, or by the impossibility of procuring the materials necessary for the fulfilment of the order, CEMB may unilaterally cancel or delay the fulfilment of the order, notifying the delay to the customer
2. The customer within 5 (five) working days of receiving the notification of the new delivery date by CEMB, will have the right to cancel the order in whole or in part.
3. In no case CEMB can be held responsible for the delay, cancellation, or impossibility of carrying out the delivery due to force majeure or events such as, by way of example and not limited to: lockdown, strike, wars or street riots, epidemic, requisition, fire, flood, interruption or delay in transport or any cause that could lead to a total or partial block of production at CEMB or its suppliers. The Seller will promptly notify the customer of the occurrence and end of a force majeure event.

Art. 16 – Data processing

1. The buyer’s data are processed in accordance with the provisions set forth in the legislation on the protection of personal data, as specified in the appropriate section containing the information pursuant to art. 13 EU Regulation 2016/679 (Privacy Policy).

Art. 17 – Safeguard clause

1. In the event that one of the clauses of these General Conditions of Sale is null for any reason whatsoever, this will in no case compromise the validity and compliance with the other provisions contained in these General Conditions of Sale.

Art. 18 – Contacts

1. Any request for information can be sent to CEMB by e-mail at the following address stm@cemb.com, by telephone at the following telephone number: +39 0341 706111, or by post to the following address:
   • CEMB S.p.a
     Via Risorgimento, 9
     23826 Mandello del Lario, LC
     ItalyThis data is also found in the “contact us” section of the site.

Art. 19 – Governing law and court of competent jurisdiction

1. These General Conditions of Sale are governed by Italian law and interpreted on the basis of it, without prejudice to any other prevailing imperative rule of the buyer’s country of habitual residence. Consequently the interpretation, execution, and termination of the General Conditions of Sale are subject exclusively to Italian law.
2. Any disputes inherent and/or consequent to the same must be resolved exclusively by the Italian judicial authority, at the competent court of Lecco.These conditions were drawn up on 23/11/2020.