TERMS AND CONDITIONS OF SALE

These general terms and conditions of sales shall apply to all sales of Elesa’s products in the territory of the United Kingdom, through the platform in the site owned by Elesa (UK) Ltd a company which is registered in England and Wales under company number 00577223 and has its registered office at 26 Moorlands Industrial Estate, Metheringham, Lincolnshire, LN4 3HX, e-mail contact address: sales@elesa.co.uk (hereinafter, the "Company" or "Elesa"). These general terms and conditions of sale must be thoroughly reviewed by the user prior to completing the procedure to purchase Elesa’s products. The Contract is governed by the terms of the Order and these Terms and Conditions; by submitting an Order the Buyer agrees to the terms of these Terms and Conditions.

For purposes of these general terms and conditions, the following terms shall have the meaning attributed to them, with the clarification that the terms and expressions defined in the plural shall be understood as also being defined in the singular and vice-versa:

• "Buyer": means the User, who may also be a Customer, who acts while carrying out their entrepreneurial, commercial, artisan or professional activity, or their intermediary who purchases one or more Products with the Contract through the Platform
• "Payment Circuits": means the approved circuits for payment which are viewable on the Platform subject to the economic and regulatory terms of the respective suppliers/operators.
• "Customer": means the Registered User who has purchased from Elesa, including by means of traditional distribution channels other than the Platform who have agreed with Elesa on its sales terms. The association with the Customer profile will be done through a request for a Link to the Customer Code and insertion of the same in the dedicated field. Where the Customer is a consumer, not a business, please note your rights in clause 5.9.
• "Customer Code": means the reference code for the Elesa databases of a Customer, who will be recognized through the insertion of a recognised valid email address. This action will allow the link and loading of the already defined sales terms and conditions which may concern, for example, manner and place of Delivery/Shipment and billing address.
• "Link to Customer Code": means the action that is required for a Registered User who is already a Customer.
• "Terms and Conditions of Sale" or "Terms and Conditions": means these terms and conditions that govern the terms to purchase Products through the Platform.
• "Order Confirmation": means the email confirmation of the Order accepted by the Company, containing the name, billing data, details of the Products, quantity, individual Price items and the total, as well as the specification of the Shipping times.
• "Conformity": means the Quality System of the Company Elesa, certificate ISO 9001 from the BSI - British Standards Institution - (Certif. No. FM23747); ISO 14001 (Certif. No. EMS 518430); ISO 45001 (Certif. No. OHS 584384); ISO 27001 (Certif. No. IS 785854).
• "Delivery": means the Delivery that can take place at Elesa’s Warehouse in the times indicated in the Order Confirmation, only for those Customers who have agreed on such mode in their respective Terms and Conditions. The Customer will receive an e-mail alert when they can pick up the Products at the Warehouse. For Buyers who are not already Customers, the Delivery of the Products will take place in a standard manner through Shipment to the address indicated at the time the Order is sent, except for the possibility of updating their profile in accordance with Art. 6.4.
• "Contract": means the purchase-sale agreement subject to these Terms and Conditions between the Buyer and the Company whose object is the sale of the products stipulated by the acceptance of the Order by the Company set forth in the Order Confirmation.
• "Availability at the Warehouse": means the availability of the Product at Elesa’s Warehouse at the time of its selection from the Showcase and insertion in the shopping cart. Such item will be replaced by a different indication every time the availability of the Product has terminated, and/or it is necessary to start production. The forwarding of the Order will in any case be binding.
• "Privacy Policy": means the Company’s policy on the processing of personal data which can be found at https://www.elesa.com/en/elesab2bstoreuk/privacy.
• "Warehouse": means Elesa’s warehouse located at 26 Moorlands Estate, Metheringham, Lincolnshire LN4 3HX.
• "Payment Methods":means the payment methods that can be used to purchase the Products through the Platform. The User must proceed with payment through the Payment Circuits, without prejudice to what is specified in Art. 5 below. The Customer can instead use the Payment Methods already agreed upon with Elesa, for example, a bank transfer, according to what was agreed upon with Elesa and provided by their profile, which will be loaded using the Registered User Link to the Customer Code.
• "MyElesa": means the personal area reserved to each Registered User through which, for example, they can request quotes from Elesa, request that Elesa catalogues be sent, download the CAD 2D and 3D drawings of all of the Products, consult the purchase history, the history of quotes requested, save the Products Listings in favorites or send Orders and consult the purchase history, when they have the mandatory prerequisites set forth in Articles 1.2 and 1.3 of these Terms and Conditions.
• "Order": means the User’s request to purchase the Products chosen and inserted in the cart.
• "Platform": means the e-commerce platform referred to as the Site aimed at companies and professionals, through which the Company makes the Products available and sells them.
• "Price": means the Price according to the type and number of Units of selected Products, which does not include packaging and Shipping Costs.
• "Products": means the designed components, manufactured or simply resold by the Company and made available on the Platform for sale.
• "Claim":means the report by a Buyer in relation to one or more Products purchased with the Contract, which can be sent to the e-mail address: sales@elesa.co.uk. Such report must indicate the precise details of the defects found in the Product.
• "GDPR Regulation": means the retained EU General Data Protection Regulation 2016/679.
• “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the GDPR Regulation and the Data Protection Act 2018 as amended, relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.
• "Order Summary": means the screen with the order summary prior to the payment, containing the Buyer’s data, including contact details, billing data, details of the Products, quantity, individual Price items and Shipping Costs, as well as any specific requests for Shipping or Delivery. Such Summary will also be sent automatically via e-mail after completion of the procedure by which the Order is sent, but shall not be considered as an Order Confirmation.
• "Product Listing": means the technical data sheet for the Product, containing the Price and the indicative description of its technical characteristics and features, such as, for example but not limited to the same, the drawings, material, variants, instructions for use and assembly.
• "Discount": means a reduction of the sales Price that can be made by Elesa based on the value of the Order and/or in the context of promotions for its Customers. The discount system can be viewed by any User by clicking on the appropriate icon next to the Price of the Products, when active in relation to them.
• "Site": means the website https://www.elesa.com/en/elesab2bstoreuk.
• "Shipping and Transportation" or, more briefly, "Shipping": means the Delivery of the Products for transportation and delivery to a third party who, in agreement with the Company, will perform such service. Elesa does not assume any responsibility with respect to Delivery by a third party to the address indicated by the User at the time the Order is sent, exclusively within the Territory. Such costs shall be borne by the buyer and the seller is relieved of any liability upon delivery to the carrier or shipping agent.
• "Shipping Costs": means the shipping costs for each purchase using the Platform in addition to the Price of the Products, which will be displayed separately in the Order Summary and purchase invoice.
• "Territory": means the territory of the United Kingdom.
• "User": means any user who, according to Website policies, uses the Site and the services offered.
• "Registered User": means any User who has a "MyElesa" account and who is registered with the Site, upon acceptance of the Terms and Conditions of Registration.
• "Showcase": means the Platform space dedicated to the Products catalogue made available for sale by the Company and from which selections can be made directly for purchase by the User.

• 1. ACCEPTANCE OF THE TERMS AND CONDITIONS
  • 1.1 You can find everything you need to know about us, Elesa (UK) Ltd, and our Products on our website before you order. We also confirm the key information to you in writing after you order, either by email, in your online account or on paper.
  • 1.2 The registration to the Site allows access to the e-commerce Platform aimed at the Territory and owned by the Company, which operates on an international scale in the field of the design, manufacture and distribution of standard components to be used by the mechanical industry, machinery and industrial equipment.
  • 1.3 To purchase the Products, the User must have completed their profile by the mandatory insertion of their billing data company or personal name, address and billing method, as well as the Shipping information. The failure to insert such mandatory data will result in the Order not being accepted by the Company.
  • 1.4 The Order shall be governed by these Terms and Conditions, by submitting an Order the Registered User agrees to the terms of these Terms and Conditions. The User warrants represents and undertakes that it has full capacity and authority to enter into and perform the Contract and the Order is executed by a duly authorized representative.
• 2. THE COMPANY’S ROLE
  • 2.1 Elesa’s Platform offers Users who have completed their profile the possibility to purchase the Products in the Showcase, selecting the Units offered for sale based on their needs. The services offered by the Company as a seller through the Platform consist in the mere sale of Products to Registered Users within the Territory, and therefore assistance with installation and/or their maintenance is excluded.
  • 2.2 Elesa also acts as the manufacturer in relation to certain Products, guaranteeing Conformity to its quality and production system only in relation to such Products.
• 3. SENDING ORDERS AND SALES CONTRACT FOR THE PRODUCTS
  • 3.1 The User can access the Showcase and select the Products to be inserted in their cart, and by completing the data set forth in Art. 1.2 above, can send Orders to the Company, which will decide whether or not to accept them through an Order Confirmation.
  • 3.2 The User acknowledges and agrees that sending the Order is an offer and its acceptance by the Company by submitting an Order Confirmation will result in the acceptance of the Order, at which point a Contract will come into existence between the User and the Company. The Contract constitutes the entire agreement between the Company and the User in relation to the sale of the Products. The User acknowledges it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in these Terms and Conditions and that the User shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. After the Order is sent, the User will automatically receive an e-mail with an Order Summary, which is not considered to be an Order Confirmation.
  • 3.3 If the Company is unable to accept the Order, the Company will inform the User of this and will not charge for the Product. This might be because, including but not limited to, the Product is out of stock, because of unexpected limits on resources which could not reasonably be planned for, because a credit reference obtained does not meet minimum requirements, because the Company has identified an error in the price or description of the Product or because the Company is unable to meet a delivery deadline specified.
  • 3.4 By means of the Contract, the Company, upon payment of the Price, sells the Buyer the Product Units selected by the latter through the Showcase that have been confirmed by the Order Confirmation.
  • 3.5 Elesa, at its sole discretion, may not accept Orders that do not give sufficient guarantees of solvency and/or which are incomplete and/or inaccurate, for any reason, including the lack of an indication of mandatory data or in the case of the unavailability of the Products. In such cases, Elesa will inform the Registered User of the rejection of the Order and, therefore, the failure to form the Contract, by an e-mail to the indicated e-mail address, possibly indicating the reasons.
  • 3.6 Once the Contract has come into existence, the Buyer cannot withdraw from the Order, except for what is provided by Art. 5 below.
  • 3.7 The Platform will retain a chronology of purchases until the deletion of the MyElesa account by the Registered User. It is agreed that if the account is disabled upon the request of the Registered User, without prejudice to the validity of the Sales Contracts for Products, access to the chronology and the Registered User’s documents will no longer be possible.
  • 3.8 The Registered User who is already a Customer can request the Company for the Link to the Customer Code.
• 4. PRICE, PAYMENT AND BILLING
  • 4.1 The Price for each Product Unit is that indicated in the Showcase and the Price for the entire purchase will be that indicated in the Order Summary and in the Order Confirmation, as well as the Shipping Costs.
  • 4.2 When the Order is sent, as seen from the Order Summary which can be viewed on the Platform, the User will be requested to pay through the available Payment Circuits. The charge to the Buyer’s account will only be made after the Contract has been entered into, and thus after the Order Confirmation, at the time the Products are Shipped by Elesa, which will simultaneously issue an invoice to the Buyer and will send a digital copy to the e-mail address indicated by the latter.
  • 4.3 When the Order is sent, as shown in the Order Summary that can be viewed on the Platform, the Customer will be requested to proceed with payment using the Payment Method agreed upon with Elesa and provided by his/her Customer profile. In any case, after Delivery or Shipping, based on the Terms and Conditions of the Customer profile, Elesa will issue an invoice to the Customer and will send a digital copy to the e-mail address indicated by the latter.
  • 4.4 After the first purchase made through the Platform, the Registered User can request Elesa to load a Customer profile that provides for Payment Methods that are different from the one used for the first purchase.
  • 4.5 Ownership of the Products shall transfer to the Buyer upon full payment of the Products.
• 5. WARRANTIES AND THE COMPANY’S LIABILITY AND THE TERMS AND CONDITIONS FOR RETURNS
  • 5.1 The Company warrants that on Delivery and for a period of 12 months from Delivery, the Products shall be free from material defects in workmanship and material and shall conform to their description and any relevant technical specification as set out in the Product Listings.
  • 5.2 Products may vary from their illustrative pictures in Product Listings. Except for what is indicated in the above paragraph, it is agreed that the Product Listing will contain purely illustrative indications, which do not in any way commit Elesa with respect to their correspondence to the Products, such as for example, photographs and proposed applications of the Product.
  • 5.3 The Company does not provide any kind of warranty, express, implied or statutory, regarding the suitability of the Products for a specific purpose, compatibility with the tools, equipment or any asset of the Buyer, and is not liable for any improper or non-conforming use of the Product by the Buyer with respect to its normal intended use.
  • 5.4 If there is a defect with the Products, the Buyer must send a Claim, which will be received and reviewed by the Company, which can request further information and/or the return of the relative Product, at the Buyer’s care and expense, to its Warehouse for any appropriate verification of what is reported in the Claim. After carrying out any inspections and/or tests of the returned Products, Elesa, at its sole discretion, can decide whether to refund the Price, or repair or substitute the Product, as any other reparatory remedy or compensation is excluded.
  • 5.5 Except for what is set forth above, the Company will not accept the return of purchased Products.
  • 5.6 The Company will not be liable for a Product's failure to comply with the warranty in Art. 5.1 if:
    1. the Buyer makes any further use of such Product after giving notice in a Claim in accordance with Art. 5.4;
    2. the defect arises because the Buyer fails to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product or (if there are none) good trade practice;
    3. the defect arises as a result of the Company following any drawing, design or specification supplied by the Buyer;
    4. the Buyer alters or repairs the Product without the Company’s written consent; or
    5. the defect arises as a result of fair wear and tear, intentional damage, negligence, or abnormal working conditions.
  • 5.7 Except as provided in this Article 5, the Company shall have no liability to the Buyer in respect of a Product's failure to comply with the warranty set out in Art. 5.1.
  • 5.8 These Terms and Conditions shall apply to any repaired or replacement products supplied by the Company under Art. 5.4.
  • 5.9 Where a Customer is a consumer, and not a business, the following provisions apply:
    1. For most of our Products bought online you have a legal right to change your mind about your purchase within 14 days and receive a refund of what you paid for it, including the delivery costs. This is subject to some conditions, as set out in this Art 5.9.
    2. If you change your mind about a Product you must let us know no later than 14 days after the day we deliver your Product, if it is goods. If the goods are for regular delivery (for example, a subscription), you can only change your mind after the first delivery. If the goods are split into several deliveries over different days, the period runs from the day after the last delivery.
    3. We only refund standard delivery costs and do not refund any extra you have paid for express delivery or delivery at a particular time.
    4. We reduce your refund if you have used or damaged a Product. If you handle the Product in a way which would not be acceptable in-store, we reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the Product's condition is not "as new", price tags have been removed, the packaging is damaged or accessories are missing. In some cases, because of the way you have treated the Product, no refund may be due.
    5. When you can't change your mind. You can't change your mind about an order for:
       • products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
       • goods that are made to your specifications or are clearly personalised; and
       • goods which become mixed inseparably with other items after their delivery.
    6. You have rights if there is something wrong with your Product. If you think there is something wrong with your Product, you must contact our Customer Service Team: https://www.elesa.com/en/CatalogoPagineStaticheVarieUK/contacts-1. We honour our legal duty to provide you with Products that are as described to you on our website and that meet all the requirements imposed by law. Your legal rights are summarised below. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk. Remember too that you have several options for resolving disputes with us.

       Summary of your key legal rights

       If your Product is goods the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Product your legal rights entitle you to the following:

       • Up to 30 days: if your goods are faulty, then you can get a refund;
       • Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases; or
       • Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
• 6. DELIVERY AND SHIPPING
  • 6.1 The Buyer acknowledges and agrees that the Delivery Costs of the Products will be met solely by the Buyer. Risk in the Products shall transfer to the Buyer when the Products are ready for Delivery, and the Company as the seller is not liable for damage or loss of the Product during Shipping and/or Transportation.
  • 6.2 The Company cannot accept Orders with requests for Delivery or Shipping that are more than 6 (six) months from when the Orders are submitted to the Company.
  • 6.3 In the cases allowed in accordance with these Terms and Conditions in which the Buyer is enabled to request Delivery at Elesa’s Warehouse and the collection of the purchased Products is omitted and/or delayed, the Company, without prejudice to the other remedies provided by law, including the termination of the Contract, reserves the right to store the Products on behalf and at the expense of the Buyer, at a public deposit.
  • 6.4 After the first purchase through the Platform, the Registered User can request Elesa to load a Customer profile that provides Terms and Conditions of Delivery that are different than Shipping.
• 7. MODIFICATION OF THE TERMS AND CONDITIONS
  • 7.1 The Company reserves the right, at its sole discretion, to substitute and/or modify one or more of the provisions set forth in these Terms and Conditions, at any time, publishing a notice on the Platform.
  • 7.2 It is understood that the Contracts will be governed by the Terms and Conditions in effect pro tempore at the time the Order is sent.
• 8. LIMITATION OF LIABILITY
  • 8.1 Nothing in these Terms and Conditions shall limit or exclude our liability for:
    1. death or personal injury caused by our negligence, or the negligence of the Company’s employees, agents or subcontractors (as applicable);
    2. fraud or fraudulent misrepresentation; or
    3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
  • 8.2 Except to the extent expressly stated in Art. 5.1, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
  • 8.3 Subject to Art. 8.1:
    1. the Company shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (i) loss of profit or business; (ii) or loss of agreements or contracts; (iii) or loss of anticipated savings; (iv) or loss of or damage to goodwill; (v) or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising under or in connection with the Contract; and
    2. the Company’s total liability to the Buyer for all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the Price of the Product giving rise to the claim, liability or defect.
  • 8.4 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
• 9. INVALIDITY OF THE CLAUSES
  • 9. 1 In the event that one or more clauses of these Terms and Conditions are held to be invalid or inapplicable, even if only in part, such invalidity will not invalidate the remainder of the clause or the entire text of the Terms and Conditions, which shall continue to be fully applied. The articles of the Terms and Conditions that are held to be invalid or inapplicable will be substituted by other legally permissible clauses that allow giving the Terms and Conditions a content that is as close as possible to that intended by the parties.
• 10. FORCE MAJEURE
  • 10.1 For the purposes of this Contract, ”Force Majeure Event” means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
  • 10.2 The Company shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
• 11. PRIVACY AND PERSONAL DATA PROCESSING
  • 11.1 The Buyer is obliged to keep all information regarding the Contracts confidential and to take all necessary measures to guarantee adequate protection and to ensure the confidentiality and privacy of their content, and also assumes responsibility for the work and conduct of its employees and other assistants and/or collaborators, however defined.
  • 11.2 With respect to activities related to the complying with the Terms and Conditions, the parties shall comply, each to the extent of their competence and for the data they own, with the provisions of the Data Protection Legislation on the protection of natural persons with regard to the processing of personal data, as well as any other provision of law or regulation applicable to their sector of activity. The Company declares that it will adopt all suitable technical and organizational measures to ensure that the Platform has an appropriate security level with respect to the nature of the data that is processed and the specific characteristics of the service.
  • 11.3 The Company will only use personal information as set out in the Privacy Policy https://www.elesa.com/en/elesab2bstoreuk/privacy
• 12. COMMUNICATIONS
  • 12.1 By providing the e-mail address as an individual professional or company in whose name and behalf he/she acts, the User agrees to receive at such e-mail address all necessary communications in relation to the Contract and the provision of the services referred to in the Platform.
  • 12.2 It is understood that any variation regarding the User’s e-mail address must be timely communicated by him/her to the Company, which, in the absence of such communication, will legitimately continue to perform its duty by using the e-mail address declared by the User.
• 13. VARIATION
  • 13.1 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Company.
• 14. ASSIGNMENT
  • 14.1 The Buyer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
• 15. WAIVER
  • 15.1 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• 16. THIRD PARTIES
  • 16.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.
• 17. JURISDICITON
  • 17.1 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of English and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.