TERMS AND CONDITIONS OF SALE

1. GOODS AND SERVICES

1.1 Goods and services are defined as the goods and services indicated in any of the company’s forms, price lists, quotations, orders and invoices.

1.2 The Managed Services may be provided through:

1.2.1 Hardware equipment installed by the Customer and granted to it for use at or by means of equipment in the Data Center. In the first case, it should be noted that the Customer will be fully responsible for the integrity and proper maintenance of the assets owned by beanTech or third parties that will remain in its availability, obligating itself to hold the owner harmless from any damage, loss or defect of the same and also obligating itself to immediately return the same at the end of the relationship, under penalty of having to compensate for the consequent damage; beanTech does not issue any warranty on the Assets granted in enjoyment to the Customer; the use of the equipment provided implies for the Customer the full acceptance and application of the manufacturer’s warranty conditions

1.2.2 Software “as a service” . It should be noted that the Customer: may not allow the use to third parties and/or sublicense and/or assign either against payment or free of charge and/or tamper or decompile the Software; the customer will be responsible for any use that does not comply with the provisions of the contract and/or contrary to common law, responding in this case in civil and criminal law.

 

2. PRICES AND QUOTATIONS

2.1 The price of goods sold or services rendered shall be the price displayed by beanTech at the time of sale.

2.2 beanTech may change prices at its discretion and at any time by providing appropriate information to the customer.

2.3 All quotations remain valid for 20 days from the date of issue, or until the date of issue of a new price, whichever comes first. The validity of each price is subject to the availability of the good or service.

2.4 Any quotation may be changed at any time in the event of an increase in the cost of goods, including currency fluctuations. Price increases shall only be valid for the customer if the goods have not yet been shipped.

 

3. PAYMENTS 

3.1 The customer shall pay the amount stated on the tax invoice. Payment is immediate except for customers with an approved credit line, for whom payment is due within the agreed terms.

3.2 If the customer uses Internet banking, the bank is to be understood as the customer’s agent.

3.3 The customer shall not be entitled to refuse payment, make reductions or deductions from payment for any reason whatsoever. No extension of payment of any kind will be granted unless in writing and signed by the customer and an authorised representative of beanTech.

3.4 beanTech has the right to suspend deliveries, services and further orders if any amount owed by the customer remains unpaid.

3.5 If any amount due is not paid in full by the due date on demand, beanTech is entitled without prejudice to:

• 3.5.1 Take immediate action against the customer and/or
• 3.5.2 Cancel the sale and repossess all goods delivered to the customer, including goods sold or disposed of by the customer which have not been paid in full as well as claim damages

3.6 In the event that any amount is not paid by the customer on the due date, the entire outstanding amount shall become due and payable and the customer shall be liable to pay interest on the unpaid amounts through the application of default interest.

3.7 beanTech does not assume any risk associated with the possible loss of cheques sent by the customer

 

4. WITHDRAWAL OF CREDITS

4.1 The decision to grant a credit to the customer, the nature of the credit and its extent is at the sole discretion of beanTech.

4.2 beanTech has the right to withdraw, increase or decrease any credit line at any time without prior notice to the customer.

5. ORDERS

5.1 In the absence of formal notice by the customer, the same confirms that the goods and services on the invoice issued represent the goods and services ordered by the customer at the agreed prices and, where services/deliveries have already been carried out, that the services and goods have been inspected, that the customer is satisfied with them and that they conform in all respects to the quality and quantity ordered as well as being free from defects.

5.2 beanTech will only accept written orders. All orders and any changes to orders shall be binding, subject to these standard terms and conditions and may not be altered or cancelled without prior written consent from beanTech. beanTech shall not be liable for any errors or misunderstandings caused by the customer’s inability to place the order in writing.

5.3 Orders shall constitute irrevocable offers to purchase the goods at beanTech’s normal prices on the date the customer places the order for the goods, in accordance with clause 2.4 above.

 

6. DELIVERY

6.1 Any delivery note (copy or original) signed by the customer and/or his/her authorised representative and/or designated agent and held by beanTech, shall be evidence that delivery has been made to the customer.

6.2 beanTech has the right to divide the delivery of the goods ordered into such quantities and on such dates as it decides with the consent of the customer which may not be unreasonably withheld.

6.3 In the event that the customer decides to entrust the transport of the goods to a third party, the customer indemnifies beanTech against any claims of any kind which may arise from such an arrangement.

6.4 beanTech has the right to engage a third party on its behalf to transport all goods purchased by the customer to the delivery address set by the customer.

6.5 If the customer wishes to have the goods delivered by a more expensive method of transport than that normally used by beanTech, the customer must make such a request in writing and, in the event that beanTech agrees to arrange such special delivery, the additional costs shall be charged to the customer’s account and shall be payable by the customer.

6.6 beanTech does not guarantee that the goods will be dispatched or delivered on a particular date and time and the customer shall have no claim against beanTech in respect of any failure caused by a reasonable delay in the dispatch or delivery of goods ordered and/or services rendered, nor may the customer cancel an order because of a reasonable delay.

6.7 Damaged goods must be refused or accepted and a note of the product and the type of damage must be made on the invoice. If goods are rejected, the entire delivery must be returned.

6.8 All products under appraisal, approval or demonstration are considered to be sold to the customer and consequently invoiced if the products are not returned to beanTech within 10 (ten) working days from the request of return by beanTech, in perfect condition, in the original packaging and with all accessories and manuals intact within the agreed time frame.

 

 7. OWNERSHIP AND RISK

7.1 The risks of all goods sold by beanTech to the customer are transfered to the customer on delivery.
Ownership of all goods sold and delivered shall remain with beanTech until payment of the full purchase price and in the event of a breach of these terms and conditions by the customer; if the customer enters into attachment, liquidation or other insolvency proceedings and is unable to comply with an adverse judgment within 7 (seven) days of the date thereof, beanTech shall be entitled to take possession of the goods, without prejudice to any further conferred rights.

7.2 Goods in the customer’s possession bearing the beanTech name, trade mark, labels and/or serial number for which payment has not yet been made, and in the event of a breach of these terms, will return to beanTech’s possession again by virtue of paragraph 7.1. The customer shall insure the goods purchased from beanTech against loss or damage until the customer has paid the full purchase price for those goods. Pending payment to beanTech for the goods purchased, all benefits in terms of the insurance policy relating to the insurance of such goods shall be transferred to beanTech.

7.3 The customer shall inform the owner of the premises where the goods are kept that such goods are the exclusive property of beanTech until the customer has paid the full purchase price to beanTech.

 

8. GUIDELINES FOR THE RECYCLING OF HARDWARE PRODUCTS

8.1 beanTech is committed to protecting the environment and encouraging the proper recycling of electrical and electronic equipment. At the following link you will find some important information, broken down by major manufacturers, to facilitate proper handling of WEEE [LINK]. In the absence of specific information you can contact us or contact the manufacturer of the hardware directly. The management of WEEE will be guaranteed in accordance with the national regulations in force.

 

9. BREACH OF CONTRACT

9. 1 In the event of a breach by the customer, if the customer fails to remedy such breach within 48 (forty-eight) hours after receipt of notice from beanTech, or if the customer repeatedly breaches this agreement by showing an intention or ability to perform the terms of the agreement; if the customer enters into attachment or is put into liquidation or other insolvency proceedings or is unable to cope with a judgement issued against it within 7 (seven) days from the date of judgement beanTech is entitled, without prejudice to its rights at law or in terms of this agreement, to take possession of the goods and is irrevocably authorised to enter the premises of the customer to take delivery of those goods without a court order.

9.2 No claim by the customer under these terms and conditions shall be possible unless the customer has, within 7 (seven) days of the alleged breach provided beanTech with thirty (30) days written notice to rectify any breach of contract.

 

10. LEGAL PROCEEDINGS

10.1 These terms and conditions shall be governed by and construed in accordance with the laws of Italy.

10.2 A certificate issued and signed by any director or legal representative of beanTech in respect of any obligation of the customer to beanTech including but not limited to the generality of the foregoing, decrees the fact that such goods have been sold and delivered and constitutes prima facie evidence of the customer’s indebtedness to beanTech and the delivery of the goods in terms of this contract.

10.3 Any evidence, even in digital format, offered by beanTech is admissible evidence and the customer is not entitled to object to the admissibility of such evidence on the sole ground that such evidence is in digital format.

10.4 The address of the customer shall be recognised as its domicile for all purposes in terms of this agreement, both with regard to the processing of any legal proceedings and for notices of payment of any amount or communications of any nature.

10.5 In the event that the customer breaches any of its obligations and/or fails to make timely payment of any amount to beanTech, the customer will be liable to pay beanTech’s legal costs incurred in enforcing its rights under these terms and conditions, including collection costs, tracing agent fees, airfares and export taxes.

10.6 beanTech shall only be liable, for direct damages, exclusively for the provision of the services in accordance with those stated in the sales contract, as well as in all cases for damages resulting from intent or gross negligence on the part of beanTech or third parties involved by beanTech. The customer is liable in civil and criminal law for the storage and dissemination of data entered by the customer in violation of any regulations in force and to be enacted in the future during this agreement

 

11. RETURNED PRODUCTS

11.1 Although beanTech is under no obligation to accept the return of goods, the customer may request a return of goods from beanTech. The return may only take place if written permission has been granted by beanTech.

11.2 The customer may return defective goods to the premises of beanTech or its delegates at its own expense.

11.2.1 Any items delivered to beanTech shall constitute the subject of a lien in favour of beanTech for the customer’s present and past debts to beanTech and beanTech shall be entitled to retain such lien as a value determined as follows

• 11.2.1.1 the difference between the sale price and the value of the goods at the time the debt is due.
• 11.2.1.2 the value of any recovered or retained Pledged Assets shall be deemed to be the value assigned to them by any sworn valuer after such recovery and such value shall be prima facie evidence of value.
• 11.2.2 In the event of cancellation of an order by the customer, beanTech reserves the right to charge a handling fee of up to 15% (fifteen) on the value of the cancelled order or returned goods.

11.2.3 The customer shall inform beanTech in advance of the relevant invoice, transport document and batch numbers before any claims are considered.

 

12. WARRANTIES AND INDEMNITIES

12.1 Goods may only be guaranteed with the warranties prescribed by law.

12.2 All warranties are immediately void in the event of tampering with any equipment or if the “seals” on the equipment are broken by or on the part of its designated agent, or if the goods are used outside the manufacturer’s specifications.

12.3 To be valid, warranty claims must be supported by the original invoice or receipt and the goods must be in their original packaging and accompanied by all accessories and manuals, which must be intact. All items must be returned in “as new” condition.

12.4 No express or implied warranties other than those set out in this contract shall apply.

12.5 The customer indemnifies beanTech (including its employees, subcontractors or subsidiaries) against any claim of any nature whatsoever that may be brought or threatened against beanTech by any third party arising out of or in connection with any defect, latent or otherwise with any goods supplied and/or services rendered by beanTech.

12.6 The customer shall not duplicate copyright protected material. In the event that the customer duplicates copyright protected material, any attempt to do so will result in the duplicate software being paid to beanTech.

 

13. REPAIRS

13.1 The liability of beanTech under the manufacturer’s warranty is limited, by beanTech or as provided by the manufacturer, to the cost of repair, replacement of defective goods or services.

13.2 In the case of repairs carried out by beanTech the repair estimates provided are estimates and are not binding on beanTech.

13.3 The customer agrees that any item returned for repair may be sold by beanTech to cover the cost of such repair if the item remains unclaimed for a period of 30 (thirty) days after repairs have been completed.

 

14. GENERAL PROVISIONS

14.1 beanTech reserves the right, at its sole discretion, to vary or amend these terms and conditions of sale. They shall be binding on the customer from the moment the same is informed, without retroactive effect.

14.2 This contract represents the entire agreement between beanTech and the customer and shall govern all future contractual relations between beanTech and the customer.

14.3 No modification and/or variation and/or cancellation and/or addition to these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a representative of beanTech. No agreement, whether consensual or unilateral or bilateral, alleging or obligating beanTech to sign a written agreement to amend, alter, vary, delete or add these terms and conditions will be of any force and effect unless it is in writing and signed by a representative of beanTech.

14.4 No purported attitude of indulgence on the part of beanTech shall be deemed to grant the customer any prejudice or be deemed to be a waiver of beanTech’s rights under these terms and conditions.

14.5 Each of the terms herein shall be a separate and severable term and if such term becomes unenforceable for any reason, such term shall be severable and shall not affect the validity of the other terms.

 

15. DISCLOSURE OF PERSONAL INFORMATION

15.1 The customer understands that the personal information provided in credit application forms is to be used by beanTech for the purpose of assessing creditworthiness. The customer confirms that the information provided in this credit application form is accurate and complete. The customer further agrees to update the information provided as and when necessary to ensure the accuracy of the above information failing which beanTech will not be liable for inaccuracies.

15.2 beanTech has the customer’s consent at all times to contact and request information from any person, credit bureau or business including those mentioned in the credit application form and obtain any information relevant to the evaluation of the customer’s creditworthiness, including but not limited to information regarding the quantities purchased from suppliers per month, the period of time the customer has dealt with each supplier, the type of goods purchased and the manner and time of payment.

15.3 The customer accepts and understands that information provided confidentially to beanTech by a third party about the customer shall not be disclosed to the customer.

15.4 The customer hereby consents and authorises beanTech to provide credit information relating to the customer’s dealings with beanTech at any time to a credit bureau and third parties who seek a business reference relating to the customer in their dealings with beanTech.