TERMS OF SALE TO THE END USER (Private BtoC Customer)

1. GENERAL PROVISIONS: SCOPE OF APPLICATION - EFFECTIVENESS OF THE GENERAL CONDITIONS OF SALE

These General Conditions of Sale replace the previous ones and apply to all contracts relating to Key Automation Srl brand products, concluded by Key Automation Srl (hereinafter: Key Automation, with registered office in San Donà di Piave (VE), via Meucci n. 23, CFPIVA IT03627650264 - REA VE326953) directly with its private Customers (hereinafter: Customer). These General Conditions of Sale do not have any effect on third parties, including final purchasers of the products. Each of the aforementioned contracts relating to Key Automation Srl brand products, concluded by Key Automation directly with its private Customers indicated above, is therefore governed by these General Conditions of Sale, which constitute an integral part of the contracts themselves and replace and cancel any contrary clause or specific agreement appearing in the order or in another document originating from the Customer. The effectiveness of these General Conditions of Sale starts from when they are made known to the Customer by publication on the Key Automation corporate website https://keyautomation.com/it/pages/terms-of-sales or by other suitable means. The information reported in the catalogs such as descriptions, images, table values and other informative material are indicative and can be modified at any time by Key Automation.

The Products may be marketed through the website www.keyautomation.com only in Italy. For the purposes of these General Conditions of Sale, Customer means any final consumer (intended as a natural person) who acts for purposes other than any entrepreneurial, commercial, artisanal or professional activity carried out.

2. ORDERS

All orders are subject to availability and price list changes. Key Automation reserves the right to accept or refuse, in whole or in part, the Customer's orders based on whether or not they comply with these general conditions and the availability of the requested products. Key Automation reserves the right to make technical changes to the products on the price list at any time, without this generating any claim on the part of the Customer.

The Customer has the option of indicating one of the places listed in their personal data as the shipping location. Once the order form has been definitively sent and payment has been made, a confirmation page is displayed confirming the correct sending of the order and a confirmation email is sent with the order summary. By sending the order form, the Customer accepts that any purchase contract will be governed by these General Conditions. Therefore, all orders are subject to acceptance by Key Automation, which reserves the right, at its sole discretion, to not process any order proposal in the event that:

- the data provided by the Customer when completing the order form are incomplete or incorrect;

- the Customer does not qualify as a final consumer or does not meet the requirements to comply with the payment conditions;

- the Products ordered are not available. To this end, Key Automation will not be held responsible for variations in the availability of some Products. If only some of the Products ordered are not available and there are no other causes that may justify the non-acceptance of the order proposal, Key Automation may follow up on the order proposal limited to the available Products;

- destination of the Products located outside of Italian territory.

In the cases indicated above, Key Automation will inform the Customer via a superimposed message or email that the order proposal has not been accepted (in whole or in part) specifying the reasons. In this case, if the Customer has already made the payment, Key Automation will refund any sums already paid. The purchase contract between the Customer and Key Automation will be concluded only when the Customer's order is accepted and shipped by Key Automation. In this case, the Customer will receive, at the email address provided, an email from Key Automation with the order summary, and an email from the courier containing the code to be used for tracking the order. Only once this has been received, the order is to be considered shipped.

3. PRICES

The products are sold by Key Automation to the Customer at the Key Automation list prices in effect at the time of delivery. Key Automation reserves the right to vary its prices in the event that during the supply there should be changes in costs not attributable to it. The Customer undertakes to accept without reservations any price list changes that occur between the order and the delivery of the product.

The sales prices of the Products, shipping costs and payment methods are those reported on the Site and are expressed in Euros . The sales prices of the Products include VAT but do not include shipping costs, which, if due, will be added to the total amount due at the time of purchase, inside the cart. Key Automation reserves the right to change the prices reported on the Site at any time; in any case, the price change will not apply to products subject to orders already sent by the customer. In no case may Key Automation be held responsible for any price changes.

The Customer can pay the price due using the following reliable and secure payment methods:

- PayPal circuit;

- Credit cards available on the PayPal circuit;

In no case may the price of the Products vary based on the chosen payment method. Key Automation reserves the right to vary or implement the payment methods that can be used by the Customer at any time, at its own discretion.

When the Customer sends orders, the session will be transferred to the PayPal portal. On this site the Customer can complete the payment of the price using his/her PayPal account, in accordance with the conditions of use of the PayPal service signed by the Customer at that time or previously. The debit of the price to the Customer's PayPal account occurs at the same time as the order is sent. In the case of payment by credit card on the PayPal circuit, the Customer will be charged the agreed price after having verified the credit card details and received the debit authorization from the company issuing the credit card used by the Customer. The credit card details sent when placing orders are protected and are sent directly to the banking company that manages the payments.

4. DELIVERY TERMS AND SHIPMENTS

All products are delivered from the Key Automation Srl factory, via Meucci n. 23, 30027 San Donà di Piave (Venice). Shipments and deliveries will be managed throughout the national territory, including the towns of Livigno and Campione d'Italia, through the express courier GLS within an indicative time of two to four working days. Further details on the times estimated by GLS are available at the following link: https://gls-group.com/IT/it/spedire-con-gls/tempi-di-consegna by entering "VENICE - V5" as the departure point. Any delay not exceeding the usual tolerances will not entitle the Customer to request the termination, even partial, of the contract, to refuse delivery of the products or to request compensation for damages. The obligation to deliver the goods is fulfilled with delivery to the carrier. Key Automation is released from the obligation to deliver the goods in all cases of fortuitous events or force majeure, strikes, socio-political disorders or impossibility of supplying raw materials, electronic components or other unavailability of products, incorrect reports, errors or delays in reports by the customer in transmitting the information necessary for the execution of the order, failure to comply with the payment conditions by the customer and in any case when events occur that prevent the delivery of the goods without the fault of Key Automation.

The goods always travel at the Customer's sole risk and peril. Any theft, loss, deterioration, or shortage of the goods does not exempt the Customer from the obligation to pay the price, if the goods have been regularly delivered from the Key Automation factory to the carrier. The goods are not covered by an insurance policy, unless expressly requested by the Customer and at his expense and risk.

5. RIGHT OF WITHDRAWAL

a) Exercise of the right of withdrawal by law

The Customer has the right to withdraw without any penalty and without specifying the reason, within 14 working days from the day of receipt of the Products purchased in accordance with these General Conditions (hereinafter “Legal Term”).

The withdrawal must be communicated to Key Automation in writing (i) Using the "Contacts" form found on the Site; (ii) sending Key Automation a written communication, by registered mail with return receipt, containing the expression of intent to exercise the right of withdrawal as well as the indication of the order number that gave rise to the Contract from which you intend to withdraw to the following address: ca e-commerce Key Automation, via Meucci 23, 30027 San Donà di Piave (VE) (iii) Sending a certified email to amministrazione@pec.keyautomation.it

b) Return of products in case of exercising the right of withdrawal by law

Once the conventional right of withdrawal has been exercised, the Customer must return the Products within 14 days from the moment in which he exercised the right of withdrawal. The return may take place through a forwarder selected by the Customer and the shipping costs will be directly borne by the Customer.

Products returned by shipment must be sent to Key Automation in a single shipment. Therefore, Key Automation reserves the right not to accept Products belonging to the same order that have been returned at different times. The courier's details are shown on the documentation inside the package that was delivered. The Products must be returned using the same shipping packaging.

c) Times and methods of refunding returned products

The refund will be made by crediting the value of the returned items to the payment method used at the time of purchase within 14 working days from the date on which Key Automation is informed of the consumer's decision to withdraw from the contract. Key Automation reserves the right to withhold the refund until it has received proof that the items have been shipped by the Customer. The refund for the returned Products will also be net of any discounts used.

It is an essential condition for obtaining the refund referred to in point 5 (c) that the integrity of the Products you intend to return is preserved. In particular, the Products must not have been used, opened or damaged. The packaging must be intact.

In case of exercising the right of withdrawal, the Customer will be refunded only the amount paid for the Products, and not the delivery costs.

If there is no correspondence between the recipient of the Products indicated in the order form and the person who made the payment of the sums due for their purchase, the refund of the sums, in the event of exercising the right of withdrawal, will be carried out by Key Automation, in any case, towards the person who made the payment.

6. WARRANTY / RECOURSE AND RELATED DURATION - CASES OF EXCLUSION OF THE WARRANTY

The Key Automation warranty runs from the manufacturing date affixed to each Key Automation branded product and is valid for 30 (thirty) months. This warranty period is to be considered in any case non-extendable and fixed. Therefore, always within 30 (thirty) months from the manufacturing date, the Customer can exercise his right of recourse against Key Automation. The Key Automation warranty - which in any case requires the Customer to show the fiscal purchase document of the product issued by Key Automation - is limited exclusively to the repair or free replacement of parts recognized by Key Automation as defective due to lack of essential quality of material or due to deficiencies in workmanship. The Customer must report apparent defects and faults within 8 (eight) days of receipt, and hidden defects within 8 (eight) days of their discovery, under penalty of forfeiture. The complaint can never give rise to the cancellation or reduction of orders by the Customer and even less to the payment of compensation and/or damages of any kind by Key Automation, except in the case of fraud or gross negligence on the part of the latter. The disputed goods must be returned free of charge to the address of Key Automation Srl (30027 San Donà di Piave (VE), via Meucci n. 23). The Key Automation warranty lapses if the parts returned as defective have in any way been tampered with or repaired. For material whose warranty term has expired, out of warranty Key Automation guarantees the repair of the equipment against the charge of the repair costs. In the case of equipment that cannot be repaired completely or partially, Key Automation will arrange for their return in the condition in which they are found, or, upon explicit request of the Customer, will carry out the repair by replacing the non-repairable parts, charging the Customer the cost of the parts supplied. Key Automation assumes no responsibility for defects and faults resulting from fortuitous events or force majeure, for which the warranty does not apply. Key Automation also assumes no responsibility in the event of connection, association or interaction of its products with other different products not supplied by Key Automation. In fact, Key Automation products must only be used in association with Key Automation products; otherwise, the warranty referred to in this article will not be effective. Key Automation also assumes no responsibility and the warranty is not recognised in the event of failure to comply with the assembly and electrical connection instructions, or with electrical regulations or other specific regulations in force at the time of installation, as well as if Key Automation electrical or mechanical accessories and components have been installed, used or connected without respecting the diagrams and types of connections for which they were designed, as well as if Key Automation products have been installed by unqualified personnel lacking the necessary technical skills and legal requirements for "professional" installation. Likewise, Key Automation assumes no responsibility and the warranty does not apply in the event of use or application of the products for purposes that are not appropriate to the nature, capacity and degree of load capacity of the products.

7. COMPLAINTS AND RETURNS

Before sending any item to Key Automation, the Customer must forward the request through the website www.keyautomation.com by accessing the menu Support> Returned goods portal and wait for the return to be approved and for an identification number to be assigned; if the Customer does not have an account, he/she must create one by clicking on "Register" and providing all the information requested. Registration presupposes acceptance of the proposed conditions in all their parts (available in the Return Policy of the same portal).

8. BRAND AND DISTINCTIVE SIGNS

The Customer is aware that Key Automation products are the subject of Know How and design, which are the exclusive property of Key Automation Srl. The Customer is expressly prohibited from violating such rights of Key Automation and in any case from removing, suppressing or in any way altering trademarks and other distinctive signs or acronyms of any kind affixed to the products, as well as from affixing new ones of any nature. Unless authorized in writing by Key Automation, any form of reproduction and use of the Key Automation trademark and any other distinctive sign present on the products is prohibited.

9. RETENTION OF TITLE

Key Automation reserves ownership of the goods sold until full payment has been made. Therefore, until full payment of the price for capital and accessories has been made, the goods delivered, wherever they are and even if they have already been resold by the Customer, will remain the full and exclusive property of Key Automation.

10. APPLICABLE LAW - COMPETENT COURT

Contracts concluded on the basis of these General Conditions of Sale are regulated and must be interpreted exclusively according to Italian Law. All disputes that may arise in relation to the effectiveness, validity, resolution, execution, interpretation of these General Conditions of Sale and contracts concluded on the basis of the same, will be subject to Italian jurisdiction and attributed exclusively to the jurisdiction of the Court of Venice, with the exclusion of any other alternative or competing Courts.

11. MISCELLANEOUS

Key Automation does not recognize, nor is it bound by, conditions of sale other than those indicated in the previous points, unless they have been accepted in writing. All data has been drawn up and checked with the utmost care. However, we assume no responsibility for any errors or omissions.

12. PRIVACY - INFORMATION PURSUANT TO ART. 13 OF EU REGULATION 2016/679

We use – also through external collaborators – data concerning the Customer for our administrative and accounting purposes. Detailed information, also regarding your right of access and your other rights, is provided on https://keyautomation.com/en/pages/privacy

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares to have carefully read and specifically approve the following articles of the General Conditions of Sale: 2. (Orders. Cancellation deadline), 4. Delivery and shipping terms, 5. Right of withdrawal, 6. (Warranty / recourse and related duration. Cases of exclusion of the warranty), 9. (Retention of ownership) and 10. (Applicable law - Competent court).

TERMS OF SALE WITH THE PROFESSIONAL (BtoB)

1. GENERAL PROVISIONS: SCOPE - EFFECTIVENESS OF GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale replace the previous ones and apply to all contracts relating to Key Automation S.r.l. branded products, entered into by Key Automation S.r.l. (hereinafter: Key Automation, with registered office in San Donà di Piave (VE), via Meucci No. 23, Tax Code VAT IT03627650264 - Bus. Reg. VE326953) directly with its professional Customers (wholesalers, distributors, retailers, installers, professional management customers) (hereinafter: Customer). These General Terms and Conditions of Sale do not have any effect on third parties, including end purchasers of the products. Each of the aforementioned contracts relating to Key Automation S.r.l. branded products, concluded by Key Automation directly with its professional Customers indicated above, is therefore governed by these General Terms and Conditions of Sale, which are an integral part of the contracts themselves and replace and invalidate any conflicting clause or particular agreement contained in the order or other document from the Customer. These General Terms and Conditions of Sale take effect when they become known to the Customer by means of publication on Key Automation’s corporate website https://keyautomation.com/it/pages/terms-of-sales or by other suitable means. Information contained in the catalogues such as descriptions, pictures, table values or other information is for illustrative purposes only and may be modified by Key Automation at any time.

2. ORDERS - CANCELLATION TERMS

All orders are “subject to availability and price list changes”. Key Automation reserves the right to accept or reject, in whole or in part, Customer orders based on their compliance or non-compliance with these general conditions and the availability of the requested products. Key Automation reserves the right to make technical changes to the products on its price list at any time, without this giving rise to any claims on the part of the Customer. Orders cannot be cancelled in whole or in part by the Customer after 10 (ten) days from their submission to Key Automation. In the event of cancellation after this deadline, Key Automation shall be entitled to full compensation.

3. PRICING

Products are sold by Key Automation to the Customer at current Key Automation list prices at the time of delivery. Key Automation reserves the right to change its prices in the event that during the supply there are changes in costs not attributable to it. The Customer undertakes to accept without reservation any price list variations occurring between the order and delivery of the product. Key Automation list prices are always ex-works, excluding VAT, packaging included.

4. TERMS OF DELIVERY

All products are delivered ex works, Key Automation S.r.l., via Meucci n. 23, 30027 San Donà di Piave (Venice). Unless otherwise agreed upon in writing, delivery time is 10 (ten) days for domestic deliveries and 30 (thirty) days for international deliveries, except for products listed with a clock, for which the delivery time is within 6 (six) weeks. The delivery period commences with the Customer’s acceptance of the Key Automation order confirmation. Any delay not exceeding the tolerances of use shall not entitle the Customer to request termination, even partial, of the contract, to refuse delivery of the products, or to claim damages. Any obligation to deliver goods is fulfilled by delivery to the carrier. Key Automation shall not be liable for delivery of goods in all cases of unforeseeable circumstances or force majeure, strikes, socio-political unrest or unavailability of raw materials, electronic components or other unavailability of products, erroneous reporting, errors or delays in reporting by the customer in the sending of information required to execute an order, non-compliance with payment conditions by the customer, changes accepted by Key Automation following receipt of an order, or in any other cases when events occur that prevent the delivery of goods through no fault of Key Automation.

5. SHIPPING

Shipments shall be effected by means of a courier contracted with Key Automation, who will automatically charge the corresponding invoice amount. At the time the order is placed, the Customer shall be able to agree with Key Automation on the use of an alternative courier, which shall always be at the Customer’s expense, or on the direct collection of the goods, ex works Key Automation S.r.l., via Meucci No. 23, 30027 San Donà di Piave (Venice). Goods shall always be transported at the Customer’s own risk. Any theft, loss, deterioration, or shortfall of goods shall not exempt the Customer from the obligation to settle payment of the cost, if the goods have been duly delivered on departure from the Key Automation factory to the carrier. Goods are not covered by an insurance policy, unless expressly requested by the Customer and at their own expense and risk

6. WITHDRAWAL OF PRODUCTS

The Customer undertakes to collect goods when they are made available to them, as soon as they have been notified by telephone or in writing (including by e-mail). In the event of a delay, Key Automation shall be entitled – in addition to full payment of the price – to reimbursement of the costs of storage or storage and custody of uncollected or delayed goods, whether at Key Automation’s warehouses or at those of carriers, or others.

7. WARRANTY / RECOURSE AND RELATED DURATION – CASES OF EXCLUSION OF WARRANTY

Key Automation’s warranty commences from the date of manufacture affixed to each Key Automation branded product and is valid for 30 (thirty) months. This period of warranty is in all cases to be regarded as irrevocable and binding. The Customer may therefore exercise their right of recourse against Key Automation within 30 (thirty) months from the date of manufacture affixed to Key Automation branded products. The Key Automation warranty – which in all cases requires the Customer to produce the product’s purchase receipt issued by Key Automation – is exclusively limited to repair or replacement, free of charge, of parts acknowledged by Key Automation to be defective due to a lack of basic material quality or poor workmanship. The Customer is obliged to report any apparent defects within 8 (eight) days of receipt, and any hidden defects within 8 (eight) days of their discovery, under penalty of forfeiture. Claims may never give rise to the cancellation or reduction in orders on the part of the Customer, nor to the payment of compensation and/or damages of any kind by Key Automation, except in the event of gross negligence or wilful misconduct on the part of the latter. Disputed goods must be returned free of charge to the address at Key Automation S.r.l. (30027 San Donà di Piave (VE), via Meucci No. 23). The Key Automation warranty is void if parts returned as defective have been tampered with or repaired in any way. For items whose period of warranty has expired, or out of warranty, Key Automation undertakes to repair the items against charge of the repair costs. In the event of equipment that cannot be fully or partially repaired, Key Automation shall return it in the state in which it was delivered, or, at the Customer’s explicit request, shall repair it by replacing the parts that cannot be repaired, charging the Customer for the cost of the parts delivered. Key Automation accepts no liability for flaws or defects resulting from unforeseeable circumstances or force majeure, in respect of which the warranty shall not apply. Furthermore, Key Automation accepts no liability in the event of connection, association or interaction of its products with other products that are not supplied by Key Automation. Key Automation products must only be used in conjunction with Key Automation products; failure to do so shall invalidate the warranty referred to in this article. Key Automation also accepts no liability, and no warranty shall be recognised, in the event of failure to comply with the assembly and electrical connection instructions, or with electrical regulations or other specific current standards at the time of installation, as well as in the event that Key Automation electrical or mechanical accessories and components have been installed, used or connected without complying with the diagrams and types of connections for which they were designed, or if Key Automation products have been installed by unqualified personnel lacking the necessary technical skills or legal requirements for a professional installation. Similarly, Key Automation accepts no liability and the warranty shall be void in the event of use or application of products for purposes that are not commensurate with the nature, capacity or scope of the products themselves. 

8. CLAIMS AND RETURNS

Before sending any items to Key Automation, the Customer shall submit a request on www.keyautomation.com by accessing the menu Support > Return merchandise portal, and wait for a return approval and the assignment of an identification number; if the Customer does not have an account, they must create one by clicking on “Register” and providing all the required information. Registration implies acceptance of the proposed conditions in their entirety (to be found in the Return Policy on the same portal).

9. TERMINATION CLAUSE

Failure to settle the terms of payment of the price or even only one of the instalments on the agreed due dates and within the terms set forth on the invoice, in addition to forfeiting the Customer’s right to the benefit of the term, shall result in Key Automation accruing default interest at the rate envisaged for commercial transactions pursuant to Legislative Decree No. 231/2002, as amended. The sale may also be terminated with full rights at any time by simple written notification from Key Automation to the Customer that this clause has been invoked, and with no requirement for any legal formalities. Goods delivered and not paid for must be returned to Key Automation at the Customer’s expense. To this end, Key Automation and commissioned third-party hauliers are authorised to terminate and collect the outstanding goods from Customers’ premises. Unless agreed upon in writing, no compensation shall be allowed between any credit owed by the Customer to Key Automation or any debt owed by the Customer for any reason whatsoever.

10. TRADEMARKS AND DISTINGUISHING MARKS

The customer acknowledges that Key Automation products constitute know-how and design and are the exclusive property of Key Automation S.r.l. The Customer is expressly forbidden from infringing upon such rights of Key Automation, and in all cases from removing, obliterating or in any way altering trademarks or other distinguishing marks or abbreviations of any kind affixed to products, as well as affixing new ones of any nature. Unless authorised in writing by Key Automation, any form of reproduction or use of the Key Automation trademark or any other distinguishing marks on products is prohibited.

11. RETENTION OF TITLE

Key Automation retains title to goods sold until full payment is made. Until the price for capital and accessories has therefore been paid in full, the goods delivered, wherever they may be located and even if they have already been resold by the Customer, shall remain the full and exclusive property of Key Automation. Cheques, bills of exchange and sales of receivables shall not be considered as payments until they are actually cashed. In the event of non-payment, Key Automation may take immediate possession of sold products wherever they are located. The Customer is obliged to disclose the names of third-party purchasers of the products from whom Key Automation shall have the right to claim and collect them.

12. APPLICABLE LAW – JURISDICTION

Contracts entered into on the basis of these General Terms and Conditions of Sale are governed by, and shall be construed exclusively, in accordance with Italian law. All disputes arising in connection with the effectiveness, validity, termination, execution, interpretation of these General Terms and Conditions of Sale and of the contracts entered into on the basis hereof shall be subject to Italian jurisdiction and attributed exclusively to the Court of Venice, with the exclusion of any other alternative or competing Courts.

13. MISCELLANEOUS

Key Automation shall not recognise, nor shall it consider itself bound by, any conditions of sale other than those set out in the preceding sections, unless they have been accepted in writing. The laws of the Italian state apply to sales made in EU and non-EU countries. All data is carefully compiled and checked. We do not, however, accept any liability for any errors or omissions.

14. PRIVACY – INFORMATION PURSUANT TO ART. 13 EU REGULATION 2016/679

We use data regarding the Customer for our own administrative and accounting purposes, including by means of external associates. Detailed information, including information on your right of access and other rights, can be found on https://keyautomation.com/it/pages/privacy.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares that they have carefully read and specifically approve the following articles of the General Terms and Conditions of Sale: 2. (Orders. Cancellation deadline), 7. (Warranty / recourse and related duration. Cases of exclusion of warranty), 9. (Termination clause), 11. (Retention of title) and 12. (Applicable law – Jurisdiction).