GENERAL TERMS AND CONDITIONS OF SALE

1. General Terms and Conditions of Sale (Sale Ts&Cs).
   The term “General Terms and Conditions of Sale (Sale Ts&Cs)” shall mean the set of terms and conditions prepared by Righi Elettroservizi Spa (hereinafter referred to as: Righi), that govern sales stipulated and performed online on the website www.righi-sp.com, which are contained herein, which the Customer declares to accept as a whole with double signature, to which the Consumer Code (as per (It.) Legislative Decree 206/2005) shall not apply, as they constitute a commercial relationship between businesses, so-called Business to Business (or B2B) sale, as such relationship is governed by the (It.) Civil Code.
   
   The Sale Ts&Cs may be subject to amendment, and supplementation and the version that applies to the Customer’s purchase shall be the one in force on the website at the time the order is confirmed. Any amendments and additions to the Sale Ts&Cs shall apply to the relationships stipulated following the publication thereof on the website www.righi-sp.com.
2. Identification of the Seller.
   The Seller is Righi Elettroservizi Spa (hereinafter referred to as: Righi), Tax Code/VAT no. 03252650407, Chamber of Commerce/EAI no.: FO/292455, share capital € 1,000,000.00 f.p., with Registered Office in Italy, Country of Origin for the purposes of the conditions of these general terms and conditions, Bora di Mercato Saraceno (FC), via Leonardo da Vinci 1, which assumes the obligations of the seller.
   
   Phone +39 0547 32 33 36
   Telefax +39 0547 32 33 60
   Email: info@righielettroservizi.com
   Certified email: righielettroservizi@pec.righinet.com
   
   Local Unit:
   Via 2 Agosto 1980 no. 41
   Stiatico di San Giorgio di Piano (BO)
   Italy
3. Identification of the Customer.
   The Customer shall be the non-consumer professional, a natural or legal person, in possession of a regular VAT number, interested in purchasing one or more products and/or services from Righi, whose identification data are entered by the Customer themselves upon registration to the website www.righi-sp.com.
4. Identification of the Manufacturer.
   The Manufacturer is the subject who manufactures the individual components or the very product that Righi sells to its Customers.
5. Online sale contract, B2B, Business to business.
   The Online Sale Contract shall be the contract stipulated remotely, between professionals, concluded between the Seller and the Customer via the website www.righi-sp.com, whose subject shall be the products and services described on said website, sold by Righi to the Customer, and which shall be governed by these general terms and conditions.
6. Website - portal.
   The website is identified by the domain owned by Righi, which is made accessible at the address www.righi-sp.com and is meant to describe the products and services offered for sale by Righi and their qualities and features, to provide all useful information to the Customer with regard to the privacy policy and to manage the process aimed at the conclusion and subsequent performance of the sale contract, through the stages indicated in these Sale Ts&Cs. The website is available in both Italian and English.
7. Identification of the Parties.
   The terms “Parties to the contract” shall mean the Seller, Righi Spa, as a party on one side, and the purchasing Customer, as a party on the other side, both entrepreneurs and professionals, who enter into the contract during the performance of their business, commercial, small business or professional activities and who, on these grounds, do not identify with the definition of “consumer” as per (It.) Legislative Decree 206/2005, Consumer Code, which, therefore, shall not apply to this relationship.
8. Identification of the Product.
   The term “Product” shall mean the good indicated on the website and identified by the related “product identification code”, described in the technical datasheet of reference present in the data sheet of the Manufacturer’s website.
   
   The products offered for sale by Righi usually consist of electronic components for industrial automation, e.g. PLC (computers for simple operations) or inverters (devices for the regulation of motor speed).
   
   The products offered for sale are described and presented on the website www.righi-sp.com.
   
   The Customer must be aware of the description of each product with reference to its properties, its features, and its quality, as described in the related product datasheet identified by the identification code and published on the Manufacturer’s website.
9. Identification of the Service.
   The term “Service” shall mean the service made available to the Customer by Righi with the use of machinery, technologies or CAD (Computed Aided Design) of Righi itself, for the development of activities, such as the design of electrical diagrams, the consultancy in the context of 4.0 projects, semi-automated production, parametrisation of electrical components (e.g. inverters), or other services provided by Righi and made available to the Customer.
   
   In the case of sale of services, the Customer shall be able to fill in the appropriate form on the website, describing the type of service requested.
   The timing, the price, and all other particular terms and conditions of sale will be agreed between the parties on a case-by-case basis, with regard to the characteristics of the service requested.
10. Offer and Purchase Order.
    The term “Purchase Order” shall mean the irrevocable purchase offer formalised by Customer and sent via the website www.righi-sp.com.
    
    The offer shall be understood to have been received and shall become irrevocable and binding for the individual Customer from the time the purchase procedure is stipulated on the portal of the seller, Righi, and from payment of the price by the means indicated in these Sale Ts&Cs.
    
    The purchase offer must have at least the following content:
    - personal data, company name and/or Tax Code/VAT number, entered by the Customer upon registration to the website;
    - choice of product or service and of the related price;
    - mention of the data that relate to shipping;
    - express acceptance of the Sale Ts&Cs
    - acceptance of the clauses of art. 1341 and 1342 of the (It.) Civil Code
    - electronic payment by the means required.
    
    At the time of the first order, the Customer must fill in a form for registration to the website, entering their personal data and choosing a password for their Customer sheet.
    
    Once the order has been completed, the Customer shall definitively and irrevocably confirm the order, with the aforementioned effects. In order to be confirmed, all orders require payment in advance. An automatic order confirmation e-mail shall be sent to the Customer and shall act as definitive proof of the purchase.
    
    The Customer shall be obliged to verify the accuracy of the goods received and to report any errors and/or defects.
    
    On sending the order and the payment in advance, the Customer shall declare that they have read and accepted the General Terms and Conditions of Sale indicated in the Website and that they have read all instructions sent thereto during the purchase procedure.
11. Stipulation of the contract
    The sale/purchase contract between Righi and the Customer shall be concluded from the moment the Customer, once they have completed the procedure for ordering a product or service on the portal www.righi-sp.com, receives an e-mail generated automatically by the system, on the e-mail account communicated by the Customer upon registration, with which Righi communicates that the order has been accepted.
    
    The Order Confirmation will summarise the products chosen by the Customer, the customisations, the related prices, the shipping costs, the order number and all additional elements that identify the contract.
    
    The contract shall not be deemed as stipulated if the Customer does not receive the confirmation e-mail generated by the system.
    • Registration.
      In order to access the purchase section, the Customer must first register on the web portal www.righi-sp.com, in accordance with the methods specified therein.
      
      Upon registration, the Customer shall enter in the appropriate field their data and the information required for the transaction, such as, for example, their personal data, name, surname, company name, a legal representative of the company, Tax Code/VAT number, telephone numbers, email/certified email address, registered office, delivery address, and all other data pertaining to the correct and full identification of the Customer.
      
      The Customer guarantees that the data entered upon registration are truthful, full and accurate and undertakes to update and/or amend them if the need arises, assuming all responsibility therefor.
      
      The data entered by the Customer upon registration will become an integral part of the sale contract.
      
      Righi shall not be liable for any errors in entering the data by the Customer, nor for any consequences.
      
      At the end of the registration procedure, the Customer will be identified through a dedicated and unique user ID and password.
      
      Whenever Righi, at its absolute discretion, deems that errors or fraud have been committed when entering the data upon registration, it shall reserve the right to intervene by closing the account and to take any and all appropriate actions before the competent authorities.
      
      The Customer acknowledges that they have the ability and professional skills necessary to purchase the products offered on the website www.righi-sp.com and to complete the required procedures.
      
      The data entered by the Customer will be processed and stored by Righi, in compliance with the provisions of (It.) Legislative Decree 196/2003 (so-called Privacy Code) and with all provisions on the protection of personal data, in accordance with the methods indicated in the appropriate declaration, of which the customer declares that they are aware.
    • Technical stages to be followed for the stipulation of the contract.
      The individual stages that lead to the conclusion of the order shall include but not be limited to the following:
      - access to the portal;
      - registration and acceptance of the privacy policy form for the protection of personal data;
      - selection of the chosen product or service and identification thereof through the related product code;
      - placement of the chosen product or service in the “shopping cart”, with the possibility to change, add or remove one or more products;
      - possible request for an offer and/or discount with regard to particular quantities of products purchased, which are indicated on the website;
      - download and acceptance of the Sale Ts&Cs and of the clauses of art. 1341 and 1342 of the (It.) Civil Code
      - electronic payment;
      - automatic order confirmation e-mail;
      - invoicing of the Customer;
      - cancellation of the Order in the cases laid down in the Sale Ts&Cs;
      - fulfilment of the order, shipment and receipt of the product/service ordered.
    • Formulation of the Order by email.
      Should the Customer wish to customise the order of a product or a service, they may send the order request to the email indicated in the portal, which Righi will be able to handle and to which Righi will respond by the means required by the specificity of the case.
12. Unavailability of Products. Cancellation of the order.
    Righi reserves the unilateral and absolute right, even after the conclusion of the contract, to cancel/revoke the order due to operational/internal needs, or in the event that the product is not in stock and/or has been withdrawn by the manufacturer, being unable to guarantee the availability of all products and services present on the website.
    
    For this purpose, Righi will send an e-mail to the Customer cancelling the order and returning the amounts paid thereby on the conclusion of the order, without any additional charge to or liability by Righi on any grounds or for any reason.
13. Price.
    The price shall represent the invariable consideration of the sale indicated in the products datasheets upon stipulation of the order.
    
    The price shall not be inclusive of shipping costs and legally due VAT.
    
    The amounts related to shipping costs, VAT, and all other charges that may be borne by the customer shall also be specified at the time of the order and before payment.
    
    The invoice due in accordance with the provisions of the applicable laws will be generated and communicated at the time of payment.
    • Special offers.
      Righi may apply discounts to the price indicated in the product datasheet and/or promotions on the products offered, which will be indicated in the page that relates to the product.
      
      Such offers may be indicated on the website when the products are placed in the shopping “cart” and must be selected by the Customer.
      
      If the Customer believes that they can take advantage of discounts that are not published on the website, they may request them in advance via email to the address on the website, with Righi’s reserve to assess and possibly take such request into account.
    • For specific quantities of products ordered, the Customer may send to Righi a specific offer request, to which the Seller will reply using the customer’s email, indicating any applicable discounts and the means necessary to conclude the order.
14. Payment methods.
    Before sending the offer, the Customer must make the electronic payment of the price and any shipping costs by the means indicated by the system.
    
    The electronic payment may be made by credit card on the main circuits that will be made available to the Customer.
    
    The payment system guarantees, in any case, the best security of transactions, in compliance with the applicable technical and legal provisions.
    • Failure to pay
      Should Righi not receive all or part of the payment of the consideration due on any grounds from the Customer, it reserves the right to cancel the order and/or to take any appropriate action for its protection.
15. Order fulfilment, shipping and delivery times.
    The order will be fulfilled and sent by Righi in accordance with the times that are indicated on the page dedicated to the product.
    The times indicated are merely indicative and shall not be binding for Righi.
    
    The times of receipt/delivery of the product sent shall depend on the contract with the carrier, for which Righi shall not be liable.
    
    In any case, shipping and delivery times shall refer only to business days (Saturdays, Sundays and holidays shall not be deemed as relevant days) and shall start from the date on which the order was confirmed.
    
    Any delays in the fulfilment, shipping, and delivery of the product compared to the indicative times indicated in the page dedicated to the product on purchase shall not give rise to liability for Righi, as they are not binding times.
    
    If Righi foresees that it will not be in the position to comply with the delivery times indicated in the page dedicated to the product, it may notify the Customer of the new product or service delivery times, without this constituting any assumption of liability.
    
    Upon delivery, the customer must thoroughly examine the goods received and send a detailed report to Righi - within 8 (eight) days from delivery - listing any faults found - or that may be found - at the outcome of such examination, or submit - within the same deadline - any other claim relating to the products.
16. Failed or delayed delivery due to force majeure.
    Righi shall not be liable for failed or delayed delivery due to causes of force majeure, such as, by way of a non-limiting example: strikes, decrees of the Public Authorities, rationing or shortages of energy or raw materials, transport issues, fire, flooding, earthquake, war, revolution, pandemic. Righi will promptly notify the Customer of the start and end of a cause of force majeure.
17. Warranty.
    The Customer must report the existence of faults of the supply within a deadline of eight days from the day the articles were delivered. After such deadline, the articles will be deemed to have been accepted. All questions/communications must be addressed to the e-mail address published on the website.
    
    In order for the warranty to be valid, the Customer must be able to document that they purchased through e-commerce on the website www.righi-sp.com.
    
    The conformity warranty shall not apply in case of customisation of the product or in case of modifications made to the product, in case of normal wear and tear of the product, in case of inappropriate use of the product, in case of failure to comply with the rules for maintenance of the product, and in case of damage caused by the transport or storage of the product.
    
    The product will be replaced or repaired without any charges to the Customer, within a reasonable period of time, except in case the damage is disproportionate or impossible to repair. The warranty period will be suspended during the product’s replacement or repair. The effectiveness of the warranty shall start once more from the receipt of the new product. In case it is impossible to replace the product, Righi will reimburse all or part of the amount, without expenses and on a case-by-case basis.
18. Product return policy.
    The Customer shall be entitled to return the product, in any case, specifying whether the return is due to defects of the product or to the fact that the Customer changed their mind.
    
    The return must be made within 14 consecutive days from the receipt of the product, without prejudice to the obligation to promptly report faults for the purposes of the statutory warranty.
    
    If the defect eventually complained by the Customer is recognised by Righi, the latter will replace the product at their own expense or will reimburse the entire amount paid by the Customer.
    
    In case the return is due to the Customer change of mind, or the defects complained by the Customer are not recognised by Righi, the Customer will only have right to reimbursement of the price paid, with deduction of any shipping and return costs.
    
    Righi will replace the defective product, will reimburse the price or the amount paid within 14 days from receipt of the returned goods.
    
    The returns policy shall be, in any case, excluded in case of purchase of a service.
19. Intellectual Property.
    All elements of the website www.righi-sp.com, be they video or audio, including the creation technology, shall be protected by copyright, trademark or patent.
    They are the exclusive property of Righi.
    All hyperlinks that refer to the website www.righi-sp.com are formally forbidden and must be removed on simple request by Righi.
20. Code of Ethics
    Righi complies with the Code of Ethics published on the web address https://www.righigroup.com/codice-etico/
21. Resolution of disputes.
    • Applicable law.
      The sale contract between Righi and the Customer shall be understood to have been stipulated in Italy and shall be governed by Italian law.
    • ODR platform.
      Should any dispute arise between the parties regarding the performance or interpretation of the sale contract, before commencing any court proceedings, said parties must mandatorily activate the online service for the resolution of disputes between undertakings (Online Dispute Resolution Service), known as RisolviOnline at the Milan Chamber of Arbitration, which is available at the website www.risolvionline.com.
    • Jurisdiction.
      The Court of Bologna will have exclusive territorial jurisdiction over all disputes arising from the Contract, including those that relate to its validity, interpretation, performance or termination.
22. Personal data protection pursuant to (It.) Legislative Decree no. 196/2003 (Personal data protection code) and article 13 of Regulation (EU) 2016/679
    • Collection of personal data.
      An information statement on the protection and processing of personal data is available on the Righi website.
      Upon registration, the Customer shall declare that they have read it, are fully aware of its contents and that they consent to the processing of their personal data by Righi, for the purposes indicated therein.
    • Cookies.
      Righi uses «cookies» technology, which records the information relating to the browsing by the Customer, through the website www.righi-sp.com (the pages consulted, the date and time of consultation, etc.), makes it possible to read this information in case of additional visits, and allows Righi to calculate the number of pages viewed, the number of visits and the activity of visitors on the website, as well as the frequency with which they return to the page, specifying that this technology never makes it possible to identify the Customer.
      The data collected by the cookies shall solely and strictly be intended for internal use and shall never be transmitted to third parties.
      The activation of said technology always requires the Customer's express consent for the use of cookies, be they first- or third-party.
      The manifestation of consent or rejection of the use of cookies is performed through the appropriate browser parametrisation.
    • Right of access and rectification.
      By disclosing their personal data the Customer expressly grants their consent, so that such data may be collected and used.
      
      In compliance with Regulation (EU) 2016/679, the data subjects shall have the right to obtain from the Controller, where envisaged, access to their personal data and the rectification or erasure thereof or the restriction of the processing concerning them or to object to the processing (articles 15 et seq. of the Regulation). The request to exercise the data subjects’ rights shall be submitted by contacting the Controller (RIGHI GROUP SRL, with registered office in Via Leonardo Da Vinci no. 1, Bora, Mercato Saraceno (FC) Email: info@righigroup.com).
    • Right to lodge a complaint.
      Data subjects, who believe that the processing of their personal data through this website violates the provisions of the Regulation, have the right to lodge a complaint with the Italian Data Protection Authority, as envisaged by art. 77 of said Regulation, or to initiate proceedings before the appropriate courts (art. 79 of the Regulation).
      ***
      Pursuant to and for the effects of articles 1341 and 1342 of the (It.) Civil Code, the Customer declares that they have read, understood and fully and specifically approve the following clauses:
      
      10 (Offer and Purchase Order), 11 (Stipulation of the Contract), 12 (Unavailability of Products. Cancellation of the Order), 13 (Price), 14 (Payment Methods), 15 (Order fulfilment, shipping and delivery times), 16 (Failed or delayed delivery due to force majeure), 17 (Warranty), 18 (Product return policy), 20 (Liability), 19 (Intellectual Property), 21 (Resolution of Disputes), 22 (Personal Data Protection).