1. Scope of application
1.1 The following General Conditions of Sale ("Agreement" or "GCS") apply between PCube Srl Unipersonale and the Customer. The Agreement concerns the supply of "Products" (hardware, software, and accessories) and "Services" by PCube to the Customer. The term "PCube" refers to PCube Srl Unipersonale, while "Customer" indicates the entity that purchases the Products or Services.
No additional terms and conditions will apply unless explicitly accepted in writing by PCube with the signature of an authorized signatory. The Customer and PCube will be the only entities entitled to the rights provided by these Terms.
2. Purchase order
2.1 By submitting a purchase order to PCube, the Customer makes an offer to purchase the chosen Products and/or Services.
2.2 Modes of order submission:
Sent via email or post: It is possible to send an order to PCube via post or email to the addresses specified in this Agreement; the order may also be a duly stamped and signed quote by the Customer.
Delivered in person: The Customer can also deliver the order by physically going to the PCube headquarters.
Online: The order can also be sent through PCube's eCommerce, the system will automatically assign a web order number following the checkout.
By submitting an Order, the Customer will have made an offer to purchase the chosen Products and/or Services under the General Conditions of Sale. PCube reserves the right to accept or reject the offer at its discretion.
2.3 The contract will be considered concluded when PCube sends the Customer, via email, an Order Confirmation with the purchased products, supply conditions, and payment deadlines.
2.4 Unless otherwise specified, offers and quotes from PCube will be valid for 30 (thirty) days and should never be considered as irrevocable proposals.
2.5 The person acting on behalf of the Customer, whether an individual or legal entity, must sign legibly so that the person who has entered into the Agreement can always be recognized to verify if they had the relevant powers. Anyone who has entered into the Agreement on behalf of the Customer, in the absence of powers, will remain jointly responsible with the Customer for fulfilling all the obligations arising from the Agreement.
2.6 The cancellation of an order and the request for modification of the delivery term are not allowed unless previously agreed in writing with PCube. However, if PCube accepts, at its sole discretion, the cancellation of an order, all costs arising from the cancellation and/or already incurred by PCube up to the receipt of the cancellation notice will be entirely borne by the Customer. By way of example and not limited to, the Customer will bear all costs incurred for processing the order for the part already executed, design costs, administrative costs, repackaging costs, taxes or duties of any kind related to the cancellation. In any case, a fixed indemnity equivalent to ten percent (10%) of the price of the canceled order will be due by the Customer to PCube, whatever the reason for cancellation, in addition to reimbursement of the costs already incurred.
2.7 Despite PCube's commitment to supply the Products and/or Services listed in the Order Confirmation, situations may arise where it is not possible to meet this supply. For example, the Products or Services may be out of production, no longer available, or there may be an error in the price indicated online or at PCube. In such a case, PCube will contact the Customer to inform them and, if necessary, suggest alternatives. If the Customer does not wish to accept the suggestions, PCube will cancel the Order and refund any amounts paid. This refund will represent PCube's sole liability to the Customer for the failure to deliver the ordered Products and/or Services.
3. Technical characteristics and variations
3.1 The data, technical characteristics, and construction standards of the products and anything else subject to the order are considered indicative and binding to the extent specified in the Order Confirmation.
3.2 PCube reserves the right to make all those changes to the products and orders that, without altering their essential characteristics, may be necessary and appropriate from time to time for their proper functioning.
3.3 If the Customer proposes technical modifications compared to what is provided in the Agreement, they will become binding for PCube only upon explicit written agreement also concerning any price changes or other contractual conditions that depend on the modifications themselves.
4. Delivery, risk, and ownership
4.1 Unless otherwise agreed in writing between the Parties, the execution of Contracts relating to the transfer of goods is understood to be carried out EXW "Ex Works" or at the PCube headquarters.
4.2 Notwithstanding the reservation of ownership in favor of PCube as mentioned in art. 10, in accordance with the Incoterms (ICC 2020) - EXW "Ex Works" rule, the goods will be considered delivered to the Customer upon delivery to the carrier, transporter, shipper indicated by the Customer or, failing that, appointed by PCube, or upon delivery by a PCube representative to the Customer, if otherwise agreed.
4.3 Delivery will result in the definitive transfer of all risks related to the goods to the Customer as the goods travel at the Customer's risk and peril, regardless of the means of transport and the agreed supply conditions.
4.4 All insurance, transport, loading, unloading, export, import, customs clearance, or other costs will be entirely borne by the Customer. The Customer must specify in writing the desired transport methods, including any will to insure the goods. If not, PCube will have full discretion to establish any loading, unloading, transport methods, and even not to insure the goods, provided that all costs and risks, of any kind, will entirely burden the Customer.
4.5 Upon receiving the goods, the Customer must immediately verify their conformity concerning the order placed, checking in particular i) that the number of packages indicated on the carrier's letter corresponds to the number of packages delivered; ii) that the products are intact, undamaged, and untampered. The Customer's signature on the delivery report must be understood as execution of the aforementioned checks and unconditional and unreserved acceptance of the goods. If there is no correspondence between the order placed and the delivery or the products are damaged due to and/or during transport, the Customer must not accept the goods and must raise the relevant objection against the carrier according to applicable law, which will be considered the sole party responsible for shortages and/or defects and/or damages to the goods resulting from transport. PCube will not be responsible for the Customer's omission of the aforementioned checks. Once accepted, the delivery, the Customer can no longer make any claims or complaints to PCube regarding the characteristics and quantity of what was delivered concerning the goods and the order placed, except as provided in art. 9.
4.6 In cases where testing is provided, from the time the relevant report is signed by the Customer, also for the purposes and effects of art. 1667 paragraph 1 of the Civil Code, the latter is precluded from any dispute and/or complaint regarding non-conformity and/or perfect execution and/or any other defect, recognizable or not, and/or other non-conformity of what was delivered concerning the goods and the order placed.
5. Order delivery terms
5.1 The Customer acknowledges and accepts that the delivery terms communicated by PCube at the time of order confirmation are purely indicative, non-binding, and non-essential, as well as subject to the progress of supplies, deliveries, processing, transport, and other factors concerning the production and/or procurement of the same goods.
5.2 PCube, notwithstanding the provisions of paragraph 3, will do everything possible to respect the delivery terms, and the Customer, for their part, undertakes to collaborate to provide all necessary information promptly and to perform all the acts to avoid delaying the delivery.
5.3 Unless otherwise agreed in writing between the Parties, PCube assumes no commitment, guarantee, or other responsibility concerning any delays, nor can the Customer claim any compensation, indemnity, penalty, or withdraw from the Agreement or cancel the order for any delays that must be understood as non-essential and not attributable to PCube, especially in case of unforeseeable events, force majeure, or transport delays and/or attributable to third parties.
5.4 PCube reserves the right to make partial and/or split deliveries of the goods at its sole discretion.
6. Commissioning
6.1 The purchase of products does not include any installation and commissioning service unless otherwise specified in the Order.
6.2 The Customer can purchase from PCube the installation service at their premises or the remote technical support service for installation by PCube technicians.
6.3 In the case of installation at the Customer's premises, the Customer will bear all the commissioning and installation costs and all documented costs related to the travel of PCube personnel for the commissioning and installation of the products (e.g., transport costs; meals; accommodation, etc.).
6.4 In any case, PCube will not be responsible - and the Customer acknowledges this - for the correct commissioning and/or installation of the products or for any damages of any kind that the Customer may suffer as a result of incorrect commissioning/installation of the products.
7. Invoicing and payment terms
7.1 Unless otherwise agreed and/or provided in the PCube order confirmation, the invoice will be issued upon delivery of the goods.
7.2 Unless otherwise agreed in writing between the Parties, the order payment must be made according to the methods and within the deadlines indicated by PCube in the order confirmation.
7.3 The order payment must be made within the deadlines indicated in the order confirmation sent by PCube to the Customer regardless of any delivery delays or complaints about defects found in the products during the warranty period (solve et repete clause).
7.4 The Customer undertakes to make payments punctually and where they do not make even a single payment within the established payment terms, PCube reserves the right to suspend and/or not execute, in whole or in part, the deliveries and/or service (art. 1460 of the Civil Code).
7.5 PCube also reserves the right, in case of change and deterioration of the Customer's economic-financial conditions (e.g., bankruptcy declaration, admission to pre-bankruptcy procedure, admission to controlled administration procedure, voluntary and/or forced liquidation, financial report certifying solvency at risk), i) to suspend supplies and ii) to terminate the Agreement and request immediate payment of any amount due with the automatic forfeiture of the Customer from the benefit of the term.
8. Customer delays and/or non-performance
8.1 In all cases of non-performance and/or delay in performance, the Customer
forfeits the benefit of the term, and therefore all invoices, even subsequent and/or not due, are immediately due unless PCube waives this clause;
any discounts granted by PCube are revoked, with PCube having the right to claim the full amount;
must pay an amount, with full right and without the need for further notice, increased by 5% as a penalty in addition to the default interest specified in art. 8.2;
8.2 It is understood that in all cases of non-performance and/or delay in performance, the Customer must pay PCube an amount increased by late payment interest pursuant to Legislative Decree 231/2002 as well as any expenses for the recovery of amounts due, determined as a lump sum of 15% (fifteen) of the outstanding amount.
9. Complaints and returns
9.1 In case of complaints, the Customer must submit them within 8 (eight) days from the date of delivery of the products or the date of service performance with written communication. Complaints in any case do not entitle the suspension of payments (art. 1462 Civil Code).
9.2 To submit a valid complaint, the Customer must provide PCube, in the manner indicated above, the following specific information:
- the order number;
- the products and/or service subject to complaint;
- the reason for the complaint (i.e., non-conformity, defect, etc.);
- any other useful information for PCube to have perfect knowledge and understanding of the reason for the complaint and, if necessary, to remedy it.
9.3 It is understood that PCube may consider the validity of complaints as well as omit to evaluate complaints that are not specific and presented in a manner not conforming to the methods indicated in the previous paragraphs.
9.4 If the complaint is founded, it will, in any case, be managed and evaluated in a contradictory manner between the Parties, and the Customer will be entitled to free replacement and/or repair of the defective and/or non-conforming product, excluding transport, disassembly and reassembly costs, and any other burden related and any direct or indirect damages suffered by the Customer for reasons attributable to them.
9.5 Without prior written agreement, PCube will not accept any returns of products. Only customers without a VAT number can return purchased products, excluding those "custom-made" and software products, within 14 (fourteen) calendar days of receipt and obtain a refund.
In any case, any returns will be at the exclusive charge and responsibility of the Customer in compliance with the Incoterms (ICC 2020) - DDP "Delivered Duty Paid" rule.
The refund may be subject to amount reductions after a return check by PCube. The damage to the packaging, any missing parts, and the presence of damage to the product will be quantified by PCube with a written count that will be sent to the Customer for approval before the related refund.
The cancellation of any service related to the Product, such as the assistance service with automatic renewal or not, will not give rise to any refund.
10. Reservation of ownership
10.1 With reference to all Contracts concerning the transfer of products with deferred and/or periodic payment, PCube retains ownership of the transferred and/or leased and/or rented goods with a purchase option until the full payment of the consideration, whether composed of installments, fees, or other. It is understood that in all these cases, all risks related to the sold goods are entirely borne by the Customer from the conclusion of the Agreement.
10.2 Until the transfer of ownership of the goods, the Customer may not dispose of them without PCube's written consent. The non-payment of even a single installment of the price, provided it is higher than 1/8 (one-eighth) of the total price, will result in the termination of the Agreement. In such a case, PCube may retain the price already collected as compensation, subject to proof of greater compensable damage.
10.3 The reservation of ownership will also be enforceable against third-party purchasers of the products pursuant to art. 1524 paragraph 2 of the Civil Code.
10.4 In case the type of Agreement determines the immediate transfer of ownership of the goods to the Customer, in case of partial or non-payment of the agreed price at the payment deadline referred to in art. 8 by the Customer, the Agreement will be automatically terminated, and the ownership of the transferred and/or leased goods will automatically revert to PCube, which may demand the return and/or retain the goods without any judicial intervention, authorized by the Customer from now on irrevocably (irrevocable mandate in the interest of PCube).
11. Penalty for non-collection
11.1 In case of non-collection of the products or termination of the Agreement, the Customer will pay PCube a lump-sum penalty equal to 20% of the price indicated in the order, in addition to compensation for any depreciation and/or deterioration of the goods and damages.
12. Warranties
12.1 The warranties granted by PCube to the Customer regarding the products are regulated by the General Conditions of Sale ("GCS") of PCube, in force at the time of the conclusion of the Contract, sent to the Customer at the time of order confirmation, and published on the PCube website. In any case, the warranty for any hidden defects is limited to the replacement of the parts or goods recognized as defective, excluding any other type of liability, including that of the manufacturer.
12.2 Unless specifically covered by each Contract, the dimensions, weight, design, and all other details contained in the illustrations and advertising material are indicative, merely descriptive, and exemplary and not binding on PCube. Any liability is excluded, as well as any discount, allowance, compensation, or other, for any discrepancies.
12.3 The warranty applies to machines and related components for defects and non-conformities that emerge within the time limits and conditions established in the GCS and provided they are reported, under penalty of forfeiture, by written communication within 8 (eight) days of their discovery.
12.4 For products where the warranty with direct manufacturer assistance is provided, all warranty requests, where relevant, must be made in accordance with the terms and conditions of any standard manufacturer warranty provided with the purchased Products. Regarding any warranty issued by the manufacturer, all warranty requests must first be directed to the manufacturer. If the Customer sends the request to PCube, PCube will make every reasonable effort to resolve any problems in the Customer's interest by acting as an intermediary with the Manufacturer.
For products where the warranty with PCube assistance is provided, the service will be carried out at the PCube premises, and any shipments must be made with the original packaging and will be at the Customer's expense.
12.5 The GCS will take effect between the parties only if the products are used by the Customer with diligence and in compliance with the usage or maintenance instructions provided by PCube to the Customer or contained in the usage warnings provided with the products. PCube can never be held responsible if the machine has been modified and/or repaired and/or otherwise altered by the buyer or third parties or has not been operated according to PCube's instructions and/or according to good industrial practice. Consequently, if the repair and/or replacement of products or their parts is required due to non-compliant installation with the instructions, no warranty obligation will be incumbent on the latter, and the costs for any repair and/or replacement, even if incurred by PCube, will be charged back to the Customer, who hereby agrees to reimburse them.
12.6 It is hereby expressly agreed that the technical assistance of products under warranty does not include the repair or replacement of product parts, if the malfunction is caused by:
- the environment in which the products are installed;
- the use of the product for a use different from that provided in the manual;
- the non-compliance, even temporarily, with the usage rules contained in the product instruction manual;
- a defect or interruption in the power supply;
- an accident, a calamity, such as fire, flood, water spill, storm, lightning, the transport of goods, negligence, or abnormal use of the same;
- the malfunction of accessories not supplied by PCube, such as, by way of example, compressors.
- informatic elements such as the operating system, PC communication ports, the customer's IT network, antivirus, firewall...
12.7 For products not covered by the warranty under this article and the GCS, PCube reserves the right to carry out repairs following written confirmation to the Customer, who will bear the repair costs and any other related charges (e.g., shipping costs, etc.).
13. Promotion
13.1 Unless otherwise agreed with the Customer, PCube reserves the right to use the name and trademark and distinctive signs of the Customer for promotional purposes and the dissemination of its business, on any medium, and by any means of communication, for the entire duration of the Contract and in any case for the 5 (five) years following the conclusion of the Contract.
14. Force Majeure
14.1 PCube cannot be held responsible for the total or partial non-performance of its obligations to the extent that such non-performance is due to unforeseen circumstances or the occurrence of a force majeure event such as, by way of example, flood, fire, storm, lack of raw materials, transport strike, partial or total strike, or lockout or pandemic. In such a case, PCube undertakes to communicate without delay to the Customer the occurrence of a force majeure event as soon as possible and, in any case, within five (5) working days from the occurrence of such event.
14.2 The parties undertake to agree on the methods of executing the order pending the force majeure event. If the force majeure event lasts for more than 30 (thirty) days, the Customer may withdraw from the Contract, and PCube will refund the Customer any amounts paid in relation to the order, less any expenses and charges incurred by PCube in the meantime.
15. Prohibition of Assignment
15.1 This Contract and/or the obligations arising from it may not be assigned and/or transferred to third parties by the Customer, except with the prior written consent of PCube.
16. Confidentiality Clause
16.1 Unless otherwise agreed between the Parties, the Customer will keep strictly confidential all information that comes to their knowledge during and/or because of the Contract and, in particular, all commercial and/or business information, including, but not limited to, price and/or payment conditions, formulas, product configurations, ideas, solutions, video courses, drawings, and any other information received from PCube concerning the order and the Contract (hereinafter "Confidential Information").
16.2 Confidential Information will not be disclosed to any third party, even partially, except in the case of a request for such Confidential Information by judicial authorities or if it becomes public domain.
16.3 In the event of a violation, the Customer will be required to pay a penalty equal to 15% (fifteen) of the order value, without prejudice to the compensation for greater damage.
17. Intellectual Property
17.1 PCube remains the sole owner of the know-how of the PCube brand, the distinctive signs, and all intellectual property rights, including, but not limited to, patents, trademarks, designs, and models, copyrights, domain names, teaching materials, video courses.
17.2 Unless otherwise agreed in writing between the Parties, the sale of the Product or the provision of the Service does not in any way constitute a transfer or transfer or license to use any intellectual property right for the benefit of the Customer.
17.3 The Customer undertakes not to register any trademark, patent, design, model, domain name, or claim any copyright that may lead to a risk of confusion with those used or registered by PCube.
17.4 The Customer must act diligently to protect all intellectual property rights and, in particular, PCube trademarks and avoid any denigration, alteration, replacement, unauthorized commercial use, or unauthorized use.
17.5 The studies, projects, specifications, and technical documents that allow the installation, maintenance, or manufacture of all or part of the Products supplied to the Customer before or during the execution of the Contract remain the exclusive property of PCube.
18. Compliance with Legislative Decree 231/2001 and Legislative Decree 81/2008
18.1 The Customer declares that they carry out their activity in absolute compliance with the current legislation on administrative liability of entities pursuant to Legislative Decree 231/2001 and subsequent amendments and in matters of health and safety in the workplace Legislative Decree 81/2008. The Customer undertakes to provide all the documentation requested by PCube certifying compliance with the current legal provisions, with particular reference to the legislation referred to in Legislative Decree 231/2001, as well as in matters of health and safety in the workplace Legislative Decree 81/2008.
18.2 The Customer, more generally, during the Contract, undertakes to behave ethically, in compliance with the principles contained in the Organizational Model 231 and, more generally, to comply with all legal requirements.
19. Information under art. 13 EU Reg. 679/2016
19.1 PCube informs the Customer that the Data Controller is PCube Srl Unipersonale, based in Via Friuli Venezia Giulia 8 – 30030 Pianiga (VE) Italy, and that they can obtain all information regarding the processing of their personal data and the rights they can exercise under the current data protection legislation, in particular EU Regulation 2016/679 (hereinafter also: "GDPR"), by viewing the privacy policy pursuant to art. 13 of EU Regulation 2016/679 on the web page https://www.pcube.it/it/privacy. Each data subject also has the right to access, request the rectification, and/or modification of their personal data, to object to the processing, and request its deletion by contacting PCube at the following email address: info@pcube.it.
19.2 The Customer accepts and acknowledges that PCube may store, process, and use the data received from the Customer and contained in the order to execute it. Some of this information will be transferred to PCube's partner companies, such as the software manufacturer to register the license, the product suppliers to organize shipments, the couriers themselves... PCube will protect such information according to PCube's user privacy protection standards, available on the web page https://www.pcube.it/it/privacy.
20. Free Negotiation
20.1 These GCS have been expressly recalled and freely negotiated between PCube and the Customer; the latter has expressly adhered to these GCS also through the execution and confirmation of the order and in any case with the conclusion of the Contract, therefore articles 1341 and 1342 of the Italian Civil Code do not apply.
21. Liability
21.1 To the extent that the Customer proves to have suffered damage due to the execution of the agreement by PCube, PCube will only be liable for the compensation of direct material damages up to the maximum amount of the order value and/or the part of the order that caused the damage or that was affected by the damage unless the Customer proves PCube's willful misconduct and/or gross negligence (art. 1229 c.c.).
21.2 Except in cases of willful misconduct and/or gross negligence, PCube will in no case be liable for indirect, consequential and/or immaterial damages (direct or otherwise) of any kind, such as, among others, economic losses, loss of profit, loss of opportunities, or operational losses, in particular due to a delay in delivery.
22. Export Controls
22.1 With this Contract, the Customer undertakes to comply with all Export Laws. In particular, they undertake to (i) not export the Products purchased from PCube to any country in violation of the Export Laws and (ii) not export the Products to countries where a specific government authorization or export license is required, without having previously obtained the necessary licenses and authorizations. The Customer confirms and guarantees that they are not a citizen or resident, or domiciled in a country where the export of the Products is not prohibited by any export regulation.
23. Applicable Law and Jurisdiction
23.1 All Contracts and relationships with PCube are subject to Italian law and jurisdiction. For any and all disputes that may arise regarding the interpretation, conclusion, and execution of this Contract, the exclusive competent Court will be that of Venice.
24. Contacts
24.1 PCube can be contacted in the following ways:
- by telephone at +39 041 8633009, or
- via email at info@pcube.it, or
- by post, writing to PCube Srl, Via Friuli Venezia Giulia 8 – 30030 Pianiga (VE) - Italy, or
- via PEC at info@pec.pcube.it