Terms and conditions Auch hier erh&aumml;ltlich

1. Definitions

   "AccLine" means Accessory Line Srl, whose registered office is at Via Obbia Bassa, 1/ B – Trebaseleghe 35010 (PD), Italy, with company number PD-433741, trading at Via Zagaria 2, 31055 Quinto di Treviso, Veneto, Italia.
   "Customer" means any organisation that has or wishes to purchase Product(s) from AccLine, and whose main business is one or more of those described in clause 2.3 of these terms.
   "Party" means either or both AccLine and the Customer.
   "Product" means any product or service offered for sale by AccLine.
   "Agreement" means these general conditions of sale.
   

2. Preamble

   1. All trade relations between AccLine and Customers are governed exclusively by this Agreement. Any exceptions or special conditions must be agreed in writing with the sales management of AccLine. By submitting a purchase order for Products (an "Order"), these general conditions, as well as any special conditions, shall be considered to have been accepted by the Customer. Statements to the contrary by the Customer are hereby expressly rejected. In particular, no terms or conditions endorsed on, delivered with or contained in the Customer’s Order, specification or other document, or which are imposed by trade, custom, practice or course of dealings will apply.
   2. Deviations from these General Sales Terms shall only be valid if AccLine has given its written consent thereto.
   3. AccLine only considers Customers to be companies whose main business includes one of the following:
      1. resellers, consultants, distributors of computer products
      2. resellers, distributors of electronic consumer products
      3. resellers, distributors of telephony products
   4. This Agreement is subject to change, without notice, and shall be effective from the date of publication on the website www.accessoryline.it.

3. Pricing and availiability

   1. All Orders issued by the Customer shall be invoiced at the prices (subject to the addition of VAT at the appropriate rate) in force on the Order date as published in AccLine's then current price list, published in the AccLine Reseller Portal on the website store.accessoryline.it (the "Portal"). Prices may be modified by AccLine at its sole discretion at any time, without notice.
   2. Unless the price list or order confirmation states otherwise, the prices are inclusive of the cost of packaging, but exclusive of the cost of insurance, transport and payment charges.
   3. The Minimum Order Value ("MOV") is 250 Euros excluding VAT, or the equivalent value in other supported currencies.
   4. The availability of Products and estimated dates for future product availability are listed in the in the Portal, and are normally updated every 15 minutes from Monday to Friday.

4. Ordering products

   1. To purchase Products, the Customer will raise an Order for such Products and shall submit the Order to AccLine for acceptance. All Orders placed by the Customer constitute an offer by the Customer to purchase Products in accordance with these General Sales Terms and in accordance with any other contractual documents that AccLine and the Customer have entered into with regard to the Products before the Order is submitted.
   2. Orders shall be deemed accepted when AccLine issues a written acceptance of the Order, at which point a contract shall come into existence (the "Contract"). Orders which have been accepted by AccLine are binding on both Parties and cannot be terminated or rescheduled except in accordance with these General Sales Terms or as otherwise agreed in writing by AccLine.
   3. The Customer must use its best endeavours to use one of the following automated order processing systems when placing Orders with AccLine:
      1. the AccLine Reseller Portal; or
      2. Electronic Data Interchange ("EDI").
      Should the Customer be willing to implement an EDI process, AccLine and the Customer may agree on the terms and conditions for this under a separate agreement, taking into account the IT constraints and systems configurations of both Parties.
   4. Should the Customer be unable to use an automated order processing system, the Customer should use on of the following manual processes.
      1. Sent to orders@accline.it; or
      2. Faxed to +39 0422 377150.
      Customer should be aware that Orders placed through one of the automated systems shall take priority over other orders.
   5. On acceptance of an Order, an order confirmation will be sent by email to the address supplied by the Customer. This address can be changed by the Customer in the Portal.
   6. Should the Customer wish to cancel all or part of the Order, they should make this request in writing to AccLine by email to orders@accine.it, or by fax to +39 0422 377150.

5. Shipping and delivery

   1. AccLine shall use its reasonable endeavours to deliver the Products to the delivery location ("Delivery Location") set out in the Order, or such other location as the Parties may agree, on the delivery date as notified by AccLine to the Customer, such date being approximate only.
   2. The Products will be shipped using a carrier of AccLine’s choosing, unless the Parties agree otherwise. Notification of shipment will be sent to the Customer with details of the consignment and tracking information provided by the carrier in order to track the status of the delivery.
   3. Delivery of the Products shall be termed complete on the Products' arrival at the Delivery Location.
   4. Unless the Customer instructs otherwise, AccLine reserves the right to make deliveries of the Products in partial shipments. This will be indicated to the Customer at the time of acceptance of the Order, or at any time before the date of shipment, and each shipment shall give rise to a separate Contract. Any delay in delivery or defect in a shipment shall not entitle the Customer to cancel any other shipments.
   5. Should the value of the Order, or of any individual delivery, be less than the MOV as defined above, AccLine will not execute the Order. The Order will be placed on hold until such time as additional Orders or availability of ordered Products creates an Order greater than the MOV.
   6. The Customer shall duly inspect the Products upon delivery. If any discrepancy, non-conformity and / or irregularity is detected, the Customer must accept the goods and highlight the item details on the delivery note and report the issue within seven (7) calendar days from the date of delivery. Any such notification should be writing to shipping@accline.it. No claim for non-conformity of delivery or defective Products shall be accepted beyond this time.
   7. If delivery of Products is delayed due to any cause within the Customer's control, AccLine may place such Products in storage at the Customer's risk and the Customer shall be liable for all reasonable costs and expenses incurred by AccLine in holding or storing such Products.
   8. AccLine is liable for defects or irregularities found in Products if delivered using carriers of AccLine’s own choice. For all other cases, Products are delivered at the Customer’s own risk: AccLine shall not be held liable for any missing products and / or damage to goods transported through carriers selected by the Customer.
   9. The Customer acknowledges and agrees that AccLine reserves the right for its employees or appointed third parties to visit and photograph the Customer’s point(s) of sale and that AccLine has unlimited usage rights to these photographs.

6. Transfer of risks and packaging costs

   1. Unless otherwise agreed in writing between the Parties, if the Products are delivered using carriers of AccLine’s own choice, risk shall pass to the Customer on completion of delivery at the Delivery Location. For all other cases, risk shall pass when the Products are tendered to the carrier at the AccLine warehouse.
   2. The Customer acknowledges and agrees that AccLine will not reimburse or otherwise compensate the Customer in respect of any charges, fees or costs incurred by or on behalf of the Customer in connection with the take-back, collection, treatment, disposal, recycling, recovery or reuse of any Products and/or packaging materials. The Customer shall, at its sole cost and expense, accept and at all times fully discharge and comply with all duties, obligations and requirements applicable to the Customer under EU and national laws and regulations, in connection with the take-back, collection, treatment, disposal, recycling, recovery or reuse of Products and/or related packaging materials.

7. Terms of payment

   The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) or unless otherwise authorised by AccLine in writing.
   1. In the Absence of Agreed Payment Conditions
      1. Unless payment conditions have been otherwise agreed on with AccLine, payments are to be made in advance by credit card or bank transfer. When the goods are ready for shipment, the Customer shall receive a proforma invoice by email, with instructions on how to proceed with the payment. In the event of a Customer's payment being declined, AccLine may withhold shipment of the goods.
      2. Payment by Bank transfer:

         The Customer shall first receive an order confirmation by email. Once the goods are ready for shipment, a proforma invoice will be sent by email, containing instructions on how to proceed with the payment. AccLine will process the order after receiving confirmation of payment with the Customer’s CRO number. This must be sent by email to: orders@accline.it or by fax to: +39-0422-377150. Payment confirmation must be verified within the banking system for final approval. While awaiting final approval, the goods will be stored for a maximum of 7 working days.

      3. Payment by Credit Card:

         Online Visa and MasterCard credit card payments are accepted. Payments by credit card must be to the full value of the Order, whether or not the entire Order is available to ship. It is therefore recommended to purchase only products that are available at the time. The Customer will receive order confirmation by email, to the address registered in the Portal, and once the goods are ready for shipment, a proforma invoice will be sent, with the link to the secure payment area.

   2. With Agreed Payment Conditions
      1. Where AccLine has agreed payment conditions with the Customer, AccLine will define a credit limit ("Credit Limit") for the Customer. AccLine reserves the right to review this Credit Limit at any time, at its sole discretion. If any Order placed by the Customer would cause the outstanding balance of payments due by the Customer to exceed the Credit Limit, the Order will be placed on hold until such time as the Customer has either paid for the Order in advance, or paid other outstanding balances such as to enable the Order to be shipped.
      2. AccLine may invoice the Customer for the Products on or at any time after dispatch of the Products from AccLine’s premises. Unless agreed otherwise between the Parties, the Customer shall pay each AccLine invoice in full and cleared funds within 30 calendar days from the end of the month in which the invoice is dated, provided that delivery takes place on or before the due date. Payment shall be made by direct transfer into the bank account set out in the invoice or as otherwise notified in writing by AccLine, or by credit card. Payments by credit card must be to the full value of the amount due for the Customer’s account.
      3. The Customer acknowledges that invoices for the Products may be sent either in a paper version or in an electronic version (including, but not limited to, via EDI if the Customer has implemented such process), at the sole discretion of AccLine.
      4. If the 30 calendar day payment period is exceeded, the Customer will be deemed to be in default of payment without AccLine having to issue any notice of default, and all outstanding invoices shall become payable forthwith. In addition, AccLine shall be entitled (at its option) to:
         1. demand annual interest for default amounting to 4% above the relevant interest rate of the European Central Bank or, if higher, at the rate provided for in the local laws implementing the EU Directive on late payments;
         2. suspend any further deliveries to the Customer under the Contract or any other contract between the Customer and AccLine; and
         3. if AccLine can prove greater damage due to default, this may also be claimed by AccLine from the Customer.
      5. The Customer must provide AccLine with such financial information as AccLine may reasonably require in order to establish (and maintain) the Customer's credit rating status. If the Customer's credit rating status declines during the period of validity of the Agreement, AccLine may require additional security from the Customer, which may include but is not limited to:
         1. requiring payment for Products in advance of delivery; or
         2. changing the Customer's credit limit, or the terms or duration of credit extended to the Customer.
         AccLine may require such security as a condition precedent of accepting one specific Order, or accepting all Orders from the Customer.
      6. In the event that the Customer refuses to provide the security required by AccLine, AccLine may, at its option and without prejudice to any rights which AccLine may have against the Customer in respect of any breach of contract or otherwise:
         1. defer any further deliveries of Products to the Customer; or
         2. terminate the Contract with the Customer.

8. Returns of faulty products

   Where a Product is returned by an end customer under the terms of a statutory or manufacturer’s warranty, the best and most efficient customer service is usually delivered by referring directly to the manufacturer’s warranty process in the first instance.
   1. Where Products are found by the Customer to be faulty, deemed DOA, or non-compliant, the Customer must follow the AccLine online RMA process, accessible through the Portal, in order to receive an RMA authorisation number ("RMA Number") and shipping instructions from AccLine to manage the return of the affected Products to AccLine.
   2. Once the Customer has received the RMA Number, the Customer should prepare the Products for shipping, ensuring that the RMA Number is clearly displayed on the shipping documents and on the outside of the packaging. If the Customer fails to indicate the RMA Number on one or both of these, AccLine's warehouse shall reject the Products.
   3. Unless otherwise agreed by AccLine, the returns must be sent DDP (Incoterms 2010) to the AccLine warehouse within 20 days of the issue of the RMA Number.

9. Commercial returns

   1. Other than for the returns of faulty Products, or Products under the terms of a statutory or manufacturer’s warranty, commercial returns ("Commercial Returns") are only permitted in exceptional circumstances, and require the explicit written approval of AccLine for each and any such Commercial Return.
   2. A request for a Commercial Return should be made in writing to the Customer’s AccLine sales contact.
   3. Should the Commercial Return be approved, AccLine shall assign a Commercial RMA authorisation number ("Commercial RMA Number"), which will be sent by AccLine to the Customer with shipping instructions to manage the return of the Products to AccLine.
   4. Once the Customer has received the Commercial RMA Number, the Customer should prepare the Products for shipping, ensuring that the Commercial RMA Number is clearly displayed on the shipping documents and on the outside of the packaging. If the Customer fails to indicate the Commercial RMA Number on one or both of these, AccLine's warehouse shall reject the Products.
   5. The returns must be sent DDP (Incoterms 2010) to the AccLine warehouse within 20 days of the issue of the RMA Number. The Products must be intact and in perfect condition, without labels or other stickers on the packaging, and without other noticeable damage to the packaging or contents.
   6. When AccLine has received the Commercial Return Products, verified the shipment, and assessed their condition, AccLine will issue a credit note against the Customer’s account for the amount Customer paid for the specific Products, less any refunds or rebates, and less any other deductions.
   7. For all Commercial Returns, AccLine reserves the right at its sole discretion to:
      1. Deduct up to 70% for Products not in perfect condition
      2. Deduct a re-stocking and handling fee of up to 30% of the amount Customer paid for the specific Products
      3. Require a new order for Products to at least the value of this Commercial Return.

10. Limitations of liability

    1. Nothing in this Agreement shall limit or exclude the liability of either Party for:
       1. death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors (as applicable);
       2. fraud or fraudulent misrepresentation or willful default;
       3. grossly negligent behaviour; or
       4. anything else for which the Parties cannot at law limit or exclude their liability.
    2. Subject to the above, neither Party shall in any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
       1. loss of profit, revenue, or anticipated savings; or
       2. indirect or consequential loss.

11. Retention of proprietary rights

    Full legal and equitable title in the Products (and any part of them) shall remain with AccLine and shall not pass to the Customer until such time as AccLine has received full and effective payment from the Customer (in cash or cleared funds) for:
    1. the Products; and
    2. any other products or services supplied to the Customer for which payment is due.

12. Force majeure

    Neither Party will be liable to the other to the extent that performance of its obligations under this Agreement (except for an obligation to make a payment) is hindered, delayed or prevented due to Force Majeure provided that:
    1. each Party gives the other Party written notice promptly of the occurrence of such Force Majeure; and
    2. the affected Party uses all reasonable endeavours to mitigate the effect of the Force Majeure, to carry out its obligations under this Agreement and to resume the performance of its obligations as soon as reasonably practicable.

13. Ineffectiveness

    If a term or part of a term of this Agreement is found illegal, unenforceable or invalid by any court or competent jurisdiction:
    1. that term or part shall, to the extent required, be severed from this Agreement and the remaining terms or parts of the term of this Agreement will continue in force; and
    2. to the extent legally permissible, the invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which comes as close as possible to the economic intent and purpose of the invalid or unenforceable provision.

14. Governing law - jurisdiction

    This Agreement and any dispute arising between the Partner and AccLine in respect of this Agreement and/or any agreement concluded hereunder shall be governed by and construed in accordance with the laws of Italy, and will be submitted to the exclusive jurisdiction of the courts of Treviso, Italy.