Terms and Conditions

Premises

Below are the General Conditions of Sale that will be applied to all sales relationships that will be established between M.E.G.A. S.P.A. with registered office in Via Dalla Chiesa 3, 24020 Scanzorosciate (BG) – VAT number 00210060166, and the Customer. All conditions set out below will apply regardless of conflicting, additional or contrary conditions of sale contained in any purchase order or other written communication from the Customer and addressed to M.E.G.A. S.P.A. These conditions replace any previous General Conditions
of Sale and the invalidity of a single clause of these conditions will not lead to the invalidity of the remaining clauses nor of these General Conditions as a whole. Any exceptions to these General Conditions must necessarily be confirmed in writing by M.E.G.A. S.P.A.

Definitions

In this document, “Seller” means MEGA SPA, transferee of the Products as defined below.“Purchaser” means the purchasing entity which can never be a consumer (as per the definition of Legislative Decree no. 206/2005) of the Products, which carries out a professional activity.“Products” means the manufactured goods, components or finished products manufactured, imported supplied and/or delivered by Seller to Buyer, as approved by Seller with Order Confirmation in relation to Seller's Quotation and Buyer's Order.It is specified that the MEGA products, subject of these conditions, are not suitable for aeronautical or aerospace applications. “Offer” means the economic offer of the Seller in relation to the Products requested by the Buyer.“Order” means the purchase order from the Buyer to the Seller, showing the number and date of the Offer, in relation to the Products that the Buyer intends to purchase.“Order Confirmation” means the Seller's confirmation of the Products ordered, including quantities, prices, delivery terms and other commercial conditions to which reference must be made for the supply of the Products ordered.

Order

The Seller reserves the right to verify and confirm the Order which must concern a minimum number of pieces and in any case a minimum amount.Withdrawal by the Buyer is not permitted once the Order Confirmation has been received.

Irrevocability of the Order and Buyer’s Responsibility

The Order, once the Order Confirmation has been issued by the Seller, shall in all respects be deemed irrevocable, final, and not subject to cancellation for any reason whatsoever, including but not limited to material errors by the Buyer, data entry mistakes, duplications, incorrect assessment of quantities or technical specifications, changes in commercial requirements, or any other circumstance directly or indirectly attributable to the Buyer. Any request for cancellation, termination, or refusal to accept delivery of the goods by the Buyer, even if made after the Order Confirmation, shall constitute a material breach of contract and shall give rise to the Buyer’s obligation to pay the Seller, pursuant to Article 1382 of the Italian Civil Code, a contractual penalty equal to 100% (one hundred percent) of the total Order value, such amount being contractually agreed and acknowledged by the parties as fair and proportionate to the damage suffered by the Seller, without prejudice to the Seller’s right to claim additional damages. The Buyer acknowledges and agrees that it is solely responsible for verifying, prior to placing the Order and/or prior to accepting the Order Confirmation or any proforma invoice, the accuracy and completeness of all technical, commercial, and logistical data, including but not limited to product codes, quantities, dimensions, materials, technical specifications, required certifications, prices, delivery addresses, and any other relevant information related to the supply. Any errors, omissions, or inaccuracies not attributable to the Seller shall in no case constitute grounds for cancellation, modification, or suspension of the Order, nor justify refusal of goods or claims for refunds.

Prices

The prices of the products are to be considered those indicated primarily in the MEGA Offer and subsidiarily in the price list in force at the time of shipment of the material, are intended ex works of departure and do not include other charges such as VAT unless otherwise specified, stamp duties, or taxes of any nature which will always be borne by the Customer.Payment of the price will always be made in advance.The Seller reserves the right to modify the prices and other supply conditions indicated (product range, dimensions, packaging, minimum order units, logistics, etc.) at any time and without notice, where there are significant changes in the price of the materials prime or causes of force majeure.

Terms of payment

The following payment methods are permitted:
• Instant bank transfer
• Debit or credit card
• PayPal

The Seller accepts credit cards from the following circuits:
• VISA
• MasterCard (Cirrus Maestro)
• PostePay

The debit will be made only after (I) the details of your payment card used for the payment have been verified and (II) the company issuing the credit card used has issued the debit authorization.

In the event that it is not possible to debit the amount, the Order Proposal will be automatically cancelled.

In application of Directive 2015/2366/ (EU) on payment services in the internal market (PSD2), the user is informed that he may be required to complete the purchase process by satisfying the authentication criteria required by the payment institution responsible for manage the online payment transaction. The authentication criteria refer to the user's identity (to satisfy this criterion the user must be registered on the Site at the time of the
purchase transaction) and to the contextual knowledge of the authentication code transmitted by the payment institution (Strong Customer Authentication ). Failure to complete the procedure described above may make it impossible to finalize the purchase on the Site.

The confidential data of the payment card (card number, holder, expiry date, security code) are encrypted and transmitted directly to the payment manager without passing through the servers used by the Seller. The Seller therefore never has access to and does not store, even if you choose to store such data on the Site, the data of your payment card used to pay for the Products.

The charge will be made when the order is placed.

It is also possible to make purchases using the PayPal payment solution. If you choose PayPal as a means of payment, you will be redirected to the website www.paypal.it where you will make the payment according to the procedure established and regulated by PayPal and the terms and conditions of the contract agreed between the user and PayPal. The data entered on the PayPal website will be processed directly by PayPal and will not be transmitted or shared with the Seller. The Seller is therefore not able to know and does not store in any way the payment card data connected to your PayPal account or the data of any other payment instrument connected to this account.

In the case of payment via PayPal, the Total Amount Due will be debited by PayPal upon conclusion of the contract via the Site. In the event of termination of the purchase contract and in any other case of reimbursement, for any reason, the amount of refund due to you will be credited to your PayPal account. The crediting times on the payment instrument connected to this account depend exclusively on PayPal and the banking system. Once the credit order has been placed in favor of this account, the Seller cannot be held responsible for any delays or omissions in crediting the refund amount, to dispute which you must contact PayPal directly. Any type of refund to be made pursuant to these General Conditions of Sale will be credited to your PayPal account.

Direct withdrawal

In the event that the Buyer decides to collect the Products independently, the collection must take place within 15 working days of purchase and payment. It is possible to agree in advance and in writing a longer collection period (which in any case cannot be longer than 30 working days) and a fee for the deposit equal to 10% of the purchase amount is agreed from now on.

In the absence of collection within 15 days or a specific agreement on postponed collection (and in any case not extendable beyond 30 working days), art. applies. 1517 of the Civil Code and the contract must be considered terminated by right (without the need for further warning), the non-fulfillment of the late withdrawal being considered as a serious and definitive non-fulfilment. For the purposes of the art. 1517, paragraph 3, of the Civil Code, the communication of availability of the goods at the time of the Order Confirmation applies. As a penalty for termination by law, the Buyer will have to pay compensation for damages an amount equal to the amount of the Order (amount which is considered commensurate with the damage suffered by the Seller, given the failure to fulfill other orders and the costs of management of default and filing costs). The Buyer, as of now, authorizes - in the event of failure to promptly collect (15 days) and consequent legal termination of the contract - the Seller to sell the goods directly on the market, giving him specific and broad power of attorney for such sale; the Buyer, alternatively, authorizes - in order to limit the compensation for damages - the Seller to directly repurchase the Products at the same purchase price and in this case no penalty is due for failure to collect them. 

Forces majeure

The Seller will not be responsible for any delay or failure to fulfill its obligations
under the Purchase Order where the delay or failure to fulfill is due to Force Majeure.

Force Majeure means the delay or failure to fulfill obligations which is directly and exclusively attributable to irresistible, unforeseeable, unavoidable events, beyond the control of the Seller and not due to fault or negligence on the part of the Seller.

Force Majeure may include, but is not limited to, the following events or circumstances:

• Wars, hostilities, invasions, acts of foreign enemies;
• Rebellions, terrorism, revolutions, insurrections, military coups, civil wars;
• Riots, riots, disturbances, strikes or lockouts caused by people other than the
  seller's staff who invoke force majeure;
• Ammunition, explosive material, ionizing radiation or radioactive contamination,
• Natural disasters such as floods, earthquakes, hurricanes, typhoons or volcanic activity
• Accidents or seizures of the carrier during transport carried out by third parties of the goods supplied

If any of the aforementioned events occurs, the Seller will promptly inform the Buyer in writing of the delay or impossibility of performance.

In the event that the Seller has performed part of its obligations at the time a Force Majeure event occurs, or in the event that the Seller can only partially perform its obligations
, the Seller will have the right to invoice the part already performed and/or to be performed and the Buyer will be required to pay it. In the event that the Force Majeure Event lasts more than sixty (60) days, the Buyer will have the right to terminate the Contract in agreement with the Seller, through written consent.

In the event of termination of the Contract, the goods owned by the Buyer that are in the possession of the Seller will be returned or stored at the expense and risk of the Buyer starting from the date of termination of the Contract.

Delivery methods

The delivery dates indicated in the Order Confirmation are indicative and not mandatory.The risk associated with the Products passes to the Buyer from the moment of delivery (to be understood as delivery to the Carrier), provided however that, if delivery is delayed due to the fault of the Buyer, the risk of loss or damage passes from the moment in which the Seller advises that the goods are ready for collection.Unless otherwise provided in the Order Confirmation, all charges, expenses, duties and taxes associated with delivery will be paid by the Buyer.The title of ownership will pass to the Buyer from the moment of full payment of the price relating to the Products.

Modification or cancellation of the order

Orders confirmed by the Seller with the Order Confirmation cannot be modified, canceled or cancelled, in whole or in part, by the Buyer, without the prior written consent of the Seller and without prejudice to the Seller's right to compensation for the activity carried out and lost
income.

Returns and Replacements

The possibility to return purchased products is permitted exclusively in cases where the products are defective or do not comply with the specifications indicated in the order confirmation. Similarly, a return request may be submitted if the purchaser identifies, even after receipt, discrepancies with the ordered product, within 14 days from the date of delivery. Acceptance of the return remains at the sole discretion of M.E.G.A. S.p.A., which reserves the right to verify the validity of the request and to refuse the return if the returned products are damaged, tampered with, or do not meet the above conditions; in such cases, M.E.G.A. S.p.A. reserves the right not to process a refund and to retain the amount paid, while any additional or replacement products must be purchased separately and paid for according to the agreed payment methods. Return requests must be submitted exclusively via the dedicated form available on the website, providing all necessary information for the assessment of the request, and the products to be returned must be shipped at the purchaser’s expense, properly packaged to prevent damage during transport, and accompanied by all original documentation, including any labels, certificates, and accessories provided. Refunds or product replacements, where authorized, will be carried out according to the methods communicated by the company and using the same payment method selected at the time of purchase, within the time limits established by applicable law. Products that are customized, made to order, or whose nature prevents their return are excluded from the possibility of return, as indicated in the general terms and conditions of sale.

Certifications

All orders placed through this online shop will be accompanied by certification documentation 3.1, compliant with NACE MR 0175. To request additional certifications, customers are required to send a written communication to the email address info@mega-spa.com . Requests will be examined and managed in accordance with availability and applicable regulations.

Warranty

The Seller provides the guarantee for defects in supplies under the terms and conditions set out in the
articles. 1490 et seq. CC once the term has expired the guarantee ceases, even if the equipment has not been put into operation for any reason.

The Warranty is applicable in the event of defects, provided that this does not depend on assembly errors caused by the Buyer or third parties, poor use of materials, lack of or incorrect maintenance, natural wear and tear, failures caused by inexperience or negligence of the buyer or by transport , from poor conservation of the materials, from the Buyer's failure to immediately adopt measures aimed at containing any malfunctions, overloads compared to the contractual limits, from use in unsuitable environmental or process conditions, from unauthorized interventions, from tampering carried out or carried out by the Buyer, by chance or force majeure.

The warranty terms are Ex Works (EXW Factory – INCOTERMS 2010) with transport costs prepaid by the Buyer, for which the Seller, during the warranty period, will replace the defective parts free of charge in the shortest possible time only at its own factories. The replacement will be carried out on condition that the Buyer is in compliance with his obligations at that time. The Buyer may not suspend the fulfillment of its obligations in all cases in which it invokes this guarantee.

The Buyer acknowledges that, without prejudice to the mandatory limits of the law, any liability of the Seller for damages deriving from any non-compliance as well as for damages, direct and indirect, deriving from defects in the goods is expressly excluded, including by way of example the emerging damage and loss of profit caused by shutdowns of the plants in which the materials are intended to operate.

For the parts of the material sold that have been subcontracted to the Seller, the Seller's liability will in any case not be greater than that of the manufacturer of the same
towards the Seller. The Seller is exonerated, and the Buyer will hold him harmless, subject to the mandatory limits of law, from any contractual or non-contractual liability for any
direct or indirect damage deriving from supplies, the use of products, their repairs or replacements. The term for the replacement of defective products will be agreed between the Seller and the Buyer. The shipment of any product claimed to be defective by the Buyer to the Seller and subsequently by the Seller to the Buyer, will be carried out at the risk of the Buyer, who will adequately cover himself through insurance.

Replacement products will travel at the Buyer's expense and risk. Any dispute relating to a shipment will have no effect on the rest of the supply. The products replaced by the Seller will become the property of the same. The Buyer undertakes to agree in all contractual relationships
which also have as their object the materials supplied by the Seller a limited clause of the Seller's liability which is substantially identical to that provided for in this
article and undertakes to indemnify and hold harmless the Seller from any and any compensation obligation for which the Seller was required to respond, assuming full and exclusive responsibility for the further circulation of the materials supplied by the Seller.

Validity of offers

All offers issued by M.E.G.A. S.p.A. are valid for a period of two (2) weeks from the date of issuance, unless otherwise expressly stated in the offer communication. After this period, M.E.G.A. S.p.A. reserves the right to review prices, terms, and product availability, also taking into account any changes in raw material costs or other relevant circumstances, without any obligation on the part of the Seller to honor the original offer.

Limitation of liability

The Seller's liability towards the Customer is limited exclusively to the right to replace the defective product or, a sum equal to the amount of the consideration paid, or to be
paid, by the Customer for the execution of the part of the Purchase Order in in relation to which the damage occurred, and in any case, it will never exceed the amount of the maximum compensation payable by the seller's insurance.

Furthermore, the Seller will only be liable for damages caused directly and exclusively by
its willful or grossly negligent conduct. Requests for compensation must be submitted to the Seller in writing within two (2) working days of the occurrence of the loss
suffered by the Customer.

In no event shall Seller be liable for any special, indirect or consequential damages suffered by Buyer or Buyer's Customer, including, but not limited to, loss of profits, loss of business opportunity, business interruption, loss goodwill, loss of revenue and/or loss of business information.

This is regardless of whether such damages are based on unfair activity, breach of contract, breach of warranty or other illegal conduct.

We do not recommend using MEGA products in aeronautical or aerospace applications. No warranties or representations of any kind are made with respect to such applications. Buyers assume all risks of any use in such applications and hold MEGA harmless from any claims, costs (including attorneys' fees) or liabilities arising out of such application.

Applicable law

If the Buyer is a subject of Italian law, these General Conditions of Sale and all contracts entered into by the Buyer with the Seller shall be construed as being governed by Italian law.If, on the other hand, the Buyer is a subject of a nationality other than Italian, these General Conditions of Sale and all contracts entered into by the Buyer with the Seller shall be construed as being governed by the 1980 Vienna Convention on Contracts for the International Sale of Goods.

Jurisdiction

Any dispute arising between the parties as a result of the interpretation, validity or execution of these General Terms and Conditions of Sale and of the related contracts entered into shall be devolved to the exclusive jurisdiction of the Court of Bergamo.It is understood between the parties that only the Seller, at its own discretion, shall have the right dirininunciare the jurisdiction of the exclusive forum referred to in paragraph (a) above to take legal action against the Buyer, at its domicile and at the Court having jurisdiction there.