General Terms and Conditions of Sale of DB Project S.r.l.
1. PREMISES
1.1 These General Terms and Conditions govern the sale of Goods by DB PROJECT S.r.l. through its e-commerce Website, for the benefit of the Customer.
1.2 These General Terms and Conditions form an integral and substantial part of the Order through which the Customer purchases the Goods. Each Order constitutes a specific and distinct agreement that expressly includes these General Terms and Conditions.
1.3 By accepting these General Terms and Conditions, the Customer unconditionally agrees to be bound by them and specifically approves certain clauses pursuant to Articles 1341 and 1342 of the Italian Civil Code.
1.4 Acceptance of the General Terms and Conditions via a point-and-click method is mandatory for purchasing the Goods. Failure to accept the General Terms and Conditions and the specific clauses pursuant to Articles 1341 and 1342 of the Italian Civil Code makes it impossible for the Customer to purchase the Goods.
1.5 The Customer may not invoke or request the application of conditions different from those contained in the General Terms and Conditions and in the Order. Any modifications and/or additions to these General Terms and Conditions and/or the Order shall only be valid if specifically approved in writing by DB PROJECT S.r.l.
1.6 Any special conditions contained in the individual Order shall prevail over the General Terms and Conditions and constitute an exception to them.
1.7 The Customer declares that, prior to purchasing the Goods, they have read these General Terms and Conditions as well as all the information contained in the specific online product information sheets available on the Website, which clearly indicate the characteristics of the Goods.
1.8 The person accepting these General Terms and Conditions on behalf of a company or any other legal entity they represent, or in the absence of a company or legal entity, on their own behalf as an individual, declares that (i) they have the right, authority, and capacity to act in the name and on behalf of the company they represent or on their own behalf, and that they possess all the necessary rights and powers to conclude and fully and effectively execute these General Terms and Conditions and the Order; and (ii) that the Customer will benefit from the Goods in the context of their entrepreneurial, artisanal, commercial, or professional activity, and therefore, the provisions of Legislative Decree No. 206/2005 for consumer protection do not apply to the Customer.
2. DEFINITIONS
2.1 Without prejudice to the provisions set forth in the premises, the following terms shall have the meanings specified below for the purposes of these General Terms and Conditions and the Order.
2.2 "DB" refers to DB PROJECT S.r.l., with registered office at Via Europa, 27, 24010 Costa Serina (BG), VAT Number, Tax Code, and BG Companies Register: 03834830162.
2.3 "Customer" refers to the legal entity specified in the Order that purchases the Goods from DB.
2.4 "Parties" or individually "Party" refers to the Customer and DB, as well as their respective successors and assigns.
2.5 "Good" or "Goods" refers to compatible spare parts for bottling and packaging machinery made available for purchase on the Website, whose technical and economic characteristics are described in the respective product sheets available on the Website.
2.6 "Website" refers to the website www.dbproject.com.
2.7 "Access Credentials" refers to the "username/email address" and "password" associated with each Customer's account, required to access the restricted area of the Website and to place an Order.
2.8 "Consideration" refers to the total price specified in the Order that the Customer agrees to pay for the purchase of the Goods, represented by the sum of the individual Goods and any additional costs specified in the Order.
2.9 "Business Days" refers to the days from Monday to Friday, excluding national and local public holidays in Italy.
2.10 "Calendar Days" refers to consecutive days, including Saturdays, Sundays, and national public holidays in Italy.
2.11 "Order" refers to the contract between DB and the Customer for the sale of Goods. The Order is finalized when DB sends a summary email titled "Order Confirmed" to the email address specified in the Customer's "User Profile" section on the Website.
3. ORDER FINALIZATION
3.1 To purchase the Goods, the Customer must register on the Website in the "Login" section under "Create a new profile." The Customer must provide all required data truthfully and completely and accept the privacy policy. The Customer is responsible for safeguarding their Access Credentials, which are personal and confidential. A registered Customer may deactivate their account and request its deletion at any time by writing to spare@dbproject.com. In case of violation of these General Terms and Conditions and/or the Order, DB reserves the right to suspend or close the Customer's account at any time and without notice. The use of the Website’s Access Credentials indisputably attributes the actions performed by the account linked to those specific Access Credentials to the Customer, including, for example, the purchase of Goods. The Customer agrees to fully indemnify and hold DB harmless from any liability or damages resulting from improper use by third parties of the Customer’s Access Credentials. The Customer is also obliged to immediately notify DB via certified email to dbprojectsrl@legalmail.it in case of theft, loss, or misplacement of their Access Credentials in order to proceed with their recovery and/or modification.
3.2 The Customer declares that the Order placed through the Website is fully binding upon them and cannot be revoked, as they are entirely obligated to comply with the purchase commitments for the Goods and these General Terms and Conditions, expressly waiving the right of withdrawal under Articles 1373 and 1671 of the Italian Civil Code.
3.3 DB reserves the right, at its sole discretion, to cancel or refuse any Confirmed Order by notifying the Customer via email within 5 Business Days from the Order finalization date, using the email address specified in the Customer’s "User Profile" section on the Website.
3.4 The notification of non-acceptance of the Order by DB does not entail any liability for DB. The Customer expressly agrees to have no claims against DB for any reason, title, or cause, whether related or unrelated, and irrevocably and definitively waives any direct or indirect claims for costs, Consideration, indemnification, damages, or any other type of request, under any qualification or nature, and to raise any type of objection.
3.5 Without prejudice to the binding nature of Articles 3.3 and 3.4 above, if the Order is not completed, the Customer shall be fully released from the binding nature of the Order’s contents, and DB shall have no right to demand the fulfillment of any obligations undertaken by the Customer in transmitting the Order via the Website, nor shall DB have any claims against the Customer.
4. OBJECT
4.1 Provided that a valid and binding Order exists between DB and the Customer, DB undertakes to sell the Goods to the Customer as specified in the Order and in compliance with the provisions set forth therein, as well as these General Terms and Conditions.
4.2 The sale of Goods is strictly limited to what is described in these General Terms and Conditions, as updated and integrated by the Order, excluding any additional activities and/or services not expressly agreed upon in writing between the Parties.
4.3 The visual representation of the Goods on the Website, where available, generally corresponds to their photographic image. This representation is intended solely for presentation purposes and does not constitute any guarantee or commitment by DB regarding the exact correspondence of the image displayed on the Website with the actual product. In case of discrepancies between the image and the written product description, the description shall prevail.
4.4 The availability of Goods, as displayed on the Website, is subject to change at any time without prior notice. The Customer acknowledges that, due to potential simultaneous access to the Website by multiple users, the actual availability of individual Goods may vary significantly from the indications provided on the Website. DB undertakes to communicate any different delivery times compared to those indicated on the Website at the time of Order confirmation; the updated expected delivery date will be visible in the “Orders” section of the Website.
5. CONSIDERATION, INVOICING, AND PAYMENT
5.1 Upon confirmation of the Order, the Customer undertakes to pay DB the Consideration as specified in the Order.
5.2 For each completed Order through the Website, DB will issue an invoice for the Goods to be shipped. The information confirmed by the Customer at the time of the Order will be used for invoice issuance. The Customer assumes full responsibility for the accuracy of this information. No changes to the invoice will be possible after its issuance.
5.3 The Customer acknowledges and expressly accepts that the Consideration indicated at the time of Order completion may increase compared to the amount effectively payable if, during the sales process, circumstances or events beyond DB’s control arise, leading to additional costs due to new obligations or price increases; DB will promptly notify the Customer via email.
5.4 DB expressly reserves the right to increase the Consideration if it identifies any errors—regardless of their cause—that have resulted in an incorrect Consideration and/or pricing for Goods in the relevant product sheets on the Website. DB will promptly inform the Customer via email.
5.5 If the Consideration update, pursuant to Articles 5.3 and 5.4 above, results in an increase exceeding 5% of the value originally stated in the Order, DB will cancel the Order via written email communication, without any obligations toward the Customer. Any Consideration already paid by the Customer will be refunded. DB will then issue a new Order Proposal with the updated Consideration, which must be explicitly accepted in writing by the Customer. Upon acceptance, the new Order will be deemed completed. If the Consideration update results in an increase of less than 5%, the Customer may not withdraw from the Order and expressly undertakes to pay the adjusted Consideration within the timeline communicated by DB via email. In the event of an increase, the Customer irrevocably waives any claim, request for charges, indemnification, compensation, or reservation of any kind against DB and forfeits any right of withdrawal under Articles 1373 and 1671 of the Civil Code.
5.6 The Consideration must be paid using the methods and within the deadlines chosen by the Customer at the time of Order confirmation on the Website and in accordance with these General Terms and Conditions. The Customer may not delay or suspend payment for any reason, including disputes or exceptions related to the execution of the Order or these Terms.
5.7 If the Customer purchases Goods using a credit card, the relevant payment details will be transmitted and processed by a third-party intermediary managing the transaction. To ensure maximum security for the Customer, DB never has access to the credit card number, which is only received by the banking institutions responsible for authorization. DB only receives notification of the transaction outcome, and no credit card details are recorded in Order-related documents or stored by DB.
5.8 If the Customer chooses to pay via bank transfer, the Order will be processed only after the Consideration has been effectively credited to DB’s bank account. The bank transfer details are also included in the “Order Confirmed” summary email. The transfer must be made by the Customer within five (5) Business Days from the Order date, under penalty of Order cancellation, without prejudice to DB’s right to claim any damage suffered due to non-payment. Any bank fees incurred by the Customer for processing the transfer shall not be charged to DB.
5.9 In the event of late payments, the Customer shall pay DB default interest determined in accordance with the rate provided under Legislative Decree No. 231 of 09/10/2002, accruing from the due date until full payment, without the need for formal notice.
5.10 DB reserves the right to withhold delivery of the Goods in case of delayed payment of the Consideration by the Customer, without prejudice to DB’s right to terminate the Order and claim damages of any kind or amount resulting from such delay.
6. DELIVERY TIME
6.1 "Delivery Time" refers to the moment when the Goods are ready for collection at DB's warehouse, located at Via Pregalleno 22/A, 24016 – San Pellegrino Terme (BG), or ready for shipment. The Delivery Time indicated at the time of the Order is indicative and not guaranteed, expressed in business days. The Delivery Time is calculated from the date of the Order, except in the case of payment by bank transfer, in which case it is calculated from the date the Consideration is credited to DB's bank account.
6.2 The Delivery Time is indicative and not essential. DB shall not be held liable, under any circumstances, for any delays in delivery of the Goods. However, if the Delivery Time of the Goods is delayed compared to the estimated timeframe indicated on the Website at the time of the Order, DB undertakes to promptly notify the Customer via the "Orders" section in the reserved area of the Website.
6.3 Without prejudice to Article 6.1, the communicated Delivery Time is subject to the fulfillment of the following obligations by the Customer:
6.3.1 Compliance with the payment obligations within the terms and methods specified in the Order phase.
6.3.2 Submission of all necessary technical data requested by DB within the timeframe indicated by DB.
6.3.3 Shipment, at the Customer’s expense, of samples and any other materials necessary for internal testing to DB’s production site within the deadlines communicated by DB.
6.3.4 Submission of all necessary export-related information within three (3) calendar days from DB’s request. Unless otherwise agreed, DB shall not be held responsible for ensuring compliance with import-related regulations. Failure to provide or incomplete submission of the necessary information may result in delays in the estimated Delivery Time, with DB reserving the right to charge a fee to cover the costs incurred.
6.4 If the Customer fails to fulfill the obligations set forth in Article 6.3, DB reserves the right to reschedule the delivery date of the Goods subject to the Order based on its workload, with an extension period equal to the delay caused by the Customer.
6.5 If the Customer requests urgent delivery of the Goods before the standard delivery timeframe indicated on the Website, this request must be explicitly indicated at the time of Order through the dedicated "Additional Quotations" box and must be accepted by DB. In such cases, DB guarantees, for in-stock Goods, collection within 48 hours from Order confirmation, excluding holidays.
6.6 DB reserves the right to accept or make partial deliveries.
6.7 The indicated Delivery Time does not include export procedures and assistance, where applicable, required for the movement of the Goods.
6.8 The Customer is obliged to take delivery of the Goods within the agreed deadlines, according to the agreed delivery terms.
7. INCOTERMS - DELIVERY - TRANSFER OF RISK
7.1 Unless otherwise agreed in writing between the Parties, the delivery of the Goods is made under the DAP (Delivered at Place) term if shipped via courier. This term, like any other agreed in writing between the Parties, shall be governed by INCOTERMS ICC 2020.
7.2 In the case of an Ex-Works sale with a destination outside the EU, the Customer undertakes to obtain, at their own risk and expense, all necessary licenses, permits, approvals, or any other actions required to comply with customs procedures and legally import the Goods purchased from DB. Consequently, the Customer is required to provide DB with the relevant customs documents, duly stamped with the exit clearance, within a maximum of 90 (ninety) calendar days from the export date. DB reserves the right to charge the Customer for any additional expenses incurred (VAT, penalties, etc.) due to the Customer’s failure to meet these obligations.
7.3 The Customer acknowledges and agrees that DB reserves the right to cancel the Order if restrictive measures arise that limit or completely prohibit the export of the Goods in question. This provision also applies in cases where such restrictive measures prevent DB from collecting payments due from the Customer. A restrictive measure is defined as any institutional or governmental act, binding on DB and its partners by virtue of the law or any other national or international authoritative act.
7.4 Upon delivery, the Customer must check the package’s integrity and verify that the Goods received match the Order. Any damage to the packaging and/or the Goods, discrepancies in the number of packages, or incorrect labeling must be immediately contested by the Customer, who must state in writing, to the delivery carrier, that the Goods are accepted "with control reservation" or specify that they are "damaged." Failure to do so will result in the rejection of any claims.
8. SHIPPING
8.1 Delivery takes place ex-warehouse of the Seller following email notification from DB to the Customer that the Goods are ready for collection. The Goods will be shipped to the Customer upon their request and at their expense. The Customer selects the shipping method and/or confirms the pickup of the Goods from DB’s warehouse at the time of placing the Order on the Website. If the Customer opts for pickup at DB’s location, the Goods must be collected from DB’s warehouse at Via Pregalleno 22/A, 24016, San Pellegrino Terme (BG), via a courier organized by the Customer or another transport method. Unless otherwise agreed, warehouse access hours are Monday to Friday from 8:00 AM to 5:00 PM, excluding holidays. If the Customer fails to take timely delivery of the Goods for reasons not attributable to DB, DB shall be entitled to claim compensation of 0.5% of the value of the Goods made available, for each full week (7 calendar days) of delay from the receipt of the aforementioned email. As a result of the breach of the obligation to take delivery of the Goods, any amount due to DB from the Customer for any reason shall become immediately payable. The penalty is calculated based on the net Consideration of the Goods, excluding additional transport charges and any costs for supplementary packaging beyond the standard one. The total penalty amount may not exceed 5% of the net Consideration of the affected Goods. If the delivery delay exceeds 10 calendar weeks from the email notification mentioned above, DB reserves the right to cancel the existing Order, retaining any amounts already received as compensation for the damages suffered, without prejudice to further damages.
8.2 If the Customer opts for shipping via courier, dispatch will typically take place within 24/48 hours (excluding weekends and holidays) from the Delivery Time. Shipping costs depend on the Goods ordered and the selected delivery country. If an issue arises with the courier during transport and the package does not arrive within the specified timeframe, the Customer must promptly notify DB, which will attempt to resolve the issue within a reasonable period. DB advises the Customer not to contact them before the expiration of the specified timeframe, as DB may not have the necessary data to act effectively with the courier.
8.3 The "Shipping Notes" field available at the time of placing the Order on the Website may only be used by the Customer to enter operational instructions (e.g., name on intercom) and shall not be binding on any Party, nor may it contain exceptions to these General Terms and Conditions or the Order.
8.4 DB is responsible for packaging the Goods. Any modifications to the Goods’ packaging must be requested at the time of Order using the "Additional Quotations" box.
8.5 DB does not collect used packaging; it becomes the Customer’s property.
9. WARRANTY
9.1 DB guarantees the good quality and suitability of the materials used in the construction of the mechanical, electrical, and electronic parts of the Goods sold for 365 calendar days from the expiration of the Delivery Time.
9.2 In execution of this warranty, DB undertakes to repair or, if necessary, replace with new or refurbished parts those components of the Goods found to be defective, covering the costs of repair, replacement, labor, and shipping of the replaced parts, excluding additional costs related to the export of the Goods. It is understood that no new warranty period will apply to replaced parts. The Customer shall bear the costs and risks of shipping, transport, and storage of the defective parts to and from DB, as well as any customs clearance charges. The Customer agrees to return the replaced parts under warranty at their own expense, over which DB retains ownership. If repair activities are carried out, the warranty on the repaired Goods will be 180 calendar days from the delivery date of the repaired Goods. The fulfillment of the warranty does not include the removal of the defective item or its reinstallation unless DB was originally obliged to install the item.
9.3 The Customer must, under penalty of forfeiture, report in writing any defects, non-conformities, or flaws detected via registered mail with return receipt or PEC email to dbprojectsrl@legalmail.it within 8 (eight) calendar days from delivery for apparent defects and within 10 (ten) calendar days from discovery for hidden defects. Within 30 (thirty) calendar days from the report, the Customer must return the Goods properly packed in the original packaging or suitable transport packaging.
9.4 DB shall not be obliged to fulfill its warranty obligations in the following cases:
9.4.1 The Goods have been improperly installed and/or used. The Customer is required to handle the Goods with care, ensure their proper maintenance, and store them appropriately.
9.4.2 The Goods have received insufficient maintenance or have been modified or repaired without DB's authorization.
9.4.3 The Customer has stored the Goods improperly before installation or assembly.
9.4.4 The Customer agrees to use the supplied Goods in accordance with: (i) the purposes for which the Goods were sold and/or delivered; (ii) the instructions contained in the manuals for use, maintenance, and storage of the Goods; (iii) the technical specifications.
9.5 DB is not liable for non-conformities due to normal wear and tear of parts that, by their nature, are subject to rapid and continuous use.
9.6 DB does not guarantee that the Goods comply with legislations other than Italian and European regulations.
9.7 It is understood that DB does not guarantee defects or flaws arising from components or parts expressly requested and custom-made based on the Customer’s specifications.
9.8 Except in cases of willful misconduct or gross negligence, DB shall only be liable for defects, lack of quality, or non-conformity of the Goods as provided above, excluding any other warranty and liability for damages (including but not limited to production loss, machine downtime, loss of profits, or any other indirect damage of any kind).
9.9 Any returns or replacements will be managed on a case-by-case basis at DB’s discretion.
10. RETENTION OF TITLE
In case of non-payment of the Consideration, DB shall have the right, by simple written communication, to request the return of the Goods. In such a case, the Customer shall return the Goods at their own expense or ensure their retrieval if they are in the possession of third parties. If the Goods are no longer in the Customer’s possession, the Customer shall be required to compensate DB for an amount equal to the Consideration of the Order.
11. DOCUMENTS, DRAWINGS, AND INTELLECTUAL PROPERTY
11.1 All industrial and intellectual property rights related to the Goods sold shall remain the exclusive property of DB and may not be used or transferred to third parties without written authorization from DB.
11.2 By way of example but not limited to, projects, drawings, assembly instructions, molds, data, knowledge, inventions, patented or patentable, shall remain with DB unless otherwise agreed, regardless of the Customer’s participation in production costs or any claims related to the drawings.
11.3 The Customer may not remove, cover, or modify any distinctive marks such as trademarks, labels, logos, or signs that are present on the Goods at the time of delivery. Any reproduction, use, or exploitation of the distinctive mark by the Customer is prohibited unless agreed in writing by the Parties.
11.4 If the Customer commissions DB to study, design, and/or manufacture specific components and/or technical solutions expressly requested by the Customer, the Customer assumes full responsibility for any violations of third-party industrial property rights.
12. CONFIDENTIALITY
The Customer is required to maintain confidentiality regarding any information, data, knowledge, patents, know-how, and, in general, any technical, economic, commercial, or administrative information, as well as any drawings, documents, digital media, or material samples obtained in execution of the Order. This obligation shall remain in effect for three years from the date of the last delivery to the Customer.
13. LIMITATIONS OF LIABILITY
13.1 DB shall not be liable for breaches of its obligations due to unforeseeable events, objective impediments beyond its direct and immediate control, or force majeure, as defined in Article 14.
13.2 Except in cases of willful misconduct or gross negligence, DB shall not be liable for direct or indirect damages resulting from the use of the Goods sold. Under no circumstances shall DB be liable for an amount exceeding the value of the Goods sold.
13.3 Any other warranty obligation beyond those stipulated in these General Terms and Conditions is expressly excluded.
14. FORCE MAJEURE
14.1 If a Party is unable to fulfill all or part of the clauses of these General Terms and Conditions and/or the Order due to a Force Majeure Event, that Party shall not be liable for non-performance for the duration of the Event and for all consequences arising from it.
14.2 For the purposes of these General Terms and Conditions and/or the Order, a Force Majeure Event is defined as an unforeseeable event beyond the control of the Parties that prevents the fulfillment of contractual obligations. By way of example, but not limited to, Force Majeure Events include: a) natural disasters, earthquakes, epidemics, severe fires, floods, etc.; b) government actions preventing or delaying the fulfillment of contractual obligations; c) strikes, boycotts, fires, wars, uprisings, riots, etc.
14.3 The suspension of contractual obligations due to a Force Majeure Event shall be limited to the period during which the Force Majeure Event or its effects persist. Consequently, the deadlines for fulfilling contractual obligations shall be extended for the duration of the Force Majeure Event.
14.4 In the event of a Force Majeure Event, the non-performing Party shall notify the other Party in writing within 72 hours from the occurrence of the event. The Force Majeure situation shall be considered resolved only after confirmation by the competent authority of the affected country. In any case, the Parties shall endeavor to minimize the consequences related to the Force Majeure Event, particularly any resulting delays.
14.5 If the Force Majeure Event persists for more than one year, either Party shall have the right to terminate the Order by registered letter with return receipt or via PEC, effective from the date of receipt, without any obligation to compensate the other Party, except for an amount proportional to the value of the Consideration for any Goods already received by the Customer.
15. MISCELLANEOUS PROVISIONS
15.1 DB reserves the right, at its discretion, to modify and/or update these General Terms and Conditions by providing notice through its Website. The modifications and/or updates shall become binding as soon as they are published on the Website, replacing the previous version. The Customer, therefore, undertakes to regularly access the Website to verify the publication of the latest updated version.
15.2 These General Terms and Conditions supersede, replace, and/or annul all previous agreements, written or verbal, relating to the sale of Goods.
15.3 These General Terms and Conditions and the Order may only be modified and/or supplemented through new written agreements duly signed and exchanged between the Parties.
15.4 If any clause of these General Terms and Conditions and/or the Order is deemed invalid or void, the Parties agree that this shall not affect the validity of the remaining clauses of the General Terms and Conditions and the Order. The Parties also agree to replace the invalid clause with a clause that closely aligns with the intended purpose and outcome of the invalid clause.
15.5 The article headings in these General Terms and Conditions are for convenience only and do not affect their interpretation.
15.6 These General Terms and Conditions are governed by the United Nations Convention on Contracts for the International Sale of Goods, and for matters not covered by that convention, by Italian law.
15.7 Any disputes arising in connection with the interpretation and execution of these General Terms and Conditions and the Order that cannot be resolved amicably shall fall under the exclusive jurisdiction of the Court of Bergamo, with the exclusion of any other competing jurisdiction.
15.8 Any tolerance by either Party of conduct by the other Party that violates the Order and/or these General Terms and Conditions shall not constitute a waiver of the rights arising from the breached provisions, nor a waiver of the right to demand full compliance with all terms and conditions set forth in the Order and these General Terms and Conditions.
15.9 The Customer may not assign, transfer, or otherwise convey one or more rights or obligations arising from the contract subject to these General Terms and Conditions without the prior written approval of the other Party.
15.10 The Customer acknowledges having read and approved the provisions contained in the document "Information on the Processing of Personal Data pursuant to Articles 13-14 of EU Regulation 2016/679," and consents to the processing for optional purposes, the communication, and transfer of their personal data.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Customer declares to have carefully read and specifically approve the provisions contained in the General Terms and Conditions of Sale of DB PROJECT S.r.l.