General Terms and Conditions of Sale
Section 1: Scope
These General Terms and Conditions of Sale apply to the sale of “MetAnalysis” software belonging to The Bridge Publishing srl (hereinafter: “The Bridge”) to the Purchaser, who is a private or business person.
The General Terms and Conditions of Sale also apply, as amended, to pre-contractual obligations and future contracts of a similar type governing the sale of hardware and/or software to the same Purchaser, without the need for The Bridge to refer to them again in each individual case.
Solely these General Terms and Conditions of Sale apply. Deviating, contrary or supplementary general terms and conditions of trade on the part of the Purchaser will only become an integral part of the contract if and to the extent that The Bridge has expressly agreed to their validity in writing. This approval requirement applies in all cases.
Section 2 Conclusion of a contract
By confirming his data and ending the purchasing process, the Purchaser confirms the order and these General Terms and Conditions.
Section 3 Object of purchase
The purchase is referred to the MetAnalysis software.
After payment, the download will start automatically.
The software is not tested or approved for use in the diagnostic and/or clinical field and under no circumstances should be used for such purposes where FDA or similar regulatory approval is required.
Section 4 Rights of the Purchaser to the software
The software (specific algorithms and data content) is protected by law. The copyright, patent rights, trademark rights and all other ancillary rights to the software, and to any other objects that The Bridge gives or makes available to the Purchaser as part of the contract’s initiation and execution, belong exclusively to The Bridge, provided that The Bridge is the holder of these rights.
The Purchaser is only entitled to use the software to process the Purchaser’s own data in his/her own institution for his/her own purposes. ‘Own institution’ means the establishment of the Purchaser and his/her employees specified by name in the order. Any extension of the group of users to include other institutions of the Purchaser must be expressly consented to in writing by The Bridge. The Bridge will grant the Purchaser the necessary authority for this use in the form of a nonexclusive right of use. No additional use by third parties is permissible unless The Bridge has given its express, written consent. The Purchaser must ensure that appropriate safeguards are in place and may not allow the software to be accessed outside his/her establishment.
Section 5 Delivery time
The software will directly be downloaded on the Purchaser’s PC after payment is completed.
In case of errors in the payment transaction, the software will not be available.
In case of automatic download not working, the Purchaser is asked to contact The Bridge via email at info@thebridgepublishing.com giving payment details and asking for software file. The Bridge will check the payment and, if it is confirmed, will send the software file by email or other sending tools.
Section 6 Prices and terms of payment
Unless otherwise agreed in individual cases, The Bridge’s current prices at the time of the contract’s conclusion apply, plus the applicable statutory value added tax.
Instead of issuing an invoice, The Bridge can also prepare an electronic bill that can be sent by email.
The Purchaser is only entitled to offset claims or exercise rights of retention to the extent that his/her claim is undisputed or has been finally adjudicated upon by the courts.
Section 7 Reservation of ownership
The bridge will retain ownership of the goods sold until all present and future receivables arising out of the purchase contract and ongoing business relationship (secured claims) have been paid in full.
The goods subject to reservation of ownership may neither be pledged to third parties nor assigned by way of security until the secured claims have been paid in full. The Purchaser must inform The Bridge in writing without delay if and when the goods belonging to The Bridge are seized or subject to attachment by third parties.
The Purchaser may not modify the goods subject to reservation of ownership in any way whatsoever.
Section 8 Defect claims on the part of the Purchaser
The statutory provisions apply with regard to the rights of the Purchaser in the event of material defects and defects in title, unless otherwise specified below.
The software has the agreed properties and is suitable for the use provided for in the contract, or – in the absence of an agreement – is fit for normal use. It fulfills the criterion of practical suitability and is of standard quality for software of this type. A functional impairment of the program resulting from defects in the Purchaser’s hardware, environmental conditions, operating errors or similar causes is not a software defect. Negligible reductions in quality will not be taken into account.
Defect claims on the part of the Purchaser presume that he/she has fulfilled his/her statutory obligations of inspection and complaint. If a defect is discovered during or after the inspection, The Bridge must be notified of this in writing immediately. The notification is deemed to be immediate if it is given within a week of the goods’ receipt. The timely dispatch of the notification is sufficient for the purposes of complying with the deadline. Irrespective of this obligation to inspect the goods and give notice of defects, the Purchaser must report any obvious defects (including wrong and short delivery) in writing within one week of delivery. Here too, the timely dispatch of the notification is sufficient for the purposes of complying with the deadline. If the Purchaser fails to carry out a proper inspection and/or give notification of any defects, The Bridge will not be liable for the defects that were not reported.
If the item delivered is defective, The Bridge can initially remedy the defect (subsequent improvement) or provide a defect-free item (replacement), at its discretion.
The Purchaser must give The Bridge sufficient time and opportunity to carry out the subsequent performance that is due. The Purchaser will help The Bridge to analyze and remedy the defect by giving a precise description of any problems that occur and providing The Bridge with comprehensive information. The Bridge can, at its discretion, remedy the defect on-site or at its own business premises. In the event of faulty software, The Bridge can also carry out remote maintenance. To this end, the Purchaser will allow The Bridge to access the hardware. In the event that a replacement is provided, the Purchaser must return the defective item to The Bridge in accordance with the statutory provisions.
The Purchaser must bear all the additional costs associated with the subsequent performance if he/she has modified the software, used it outside the prescribed environment or incorrectly operated it. The Bridge can demand compensation from the Purchaser for its expenses if no defect is found in the software or if the Purchaser does not provide The Bridge with detailed information about all modifications before the latter commences debugging, or if The Bridge has to reverse modifications carried out by the Purchaser in order to restore the software’s functionality. Where software is probably malfunctioning, support can generally only be provided if the Purchaser has already implemented all the updates provided by The Bridge.
If The Bridge’s “warranty seal” on the hardware is no longer intact, all of the Purchaser’s warranty rights vis-à-vis The Bridge regarding the hardware will lapse.
Where a piece of hardware has been modified by the Purchaser, The Bridge can stop the debugging of any malfunctioning software at any time if it suspects that the fault is due to the modification of the hardware. In this event, the Purchaser must undo the modification and then send the hardware to The Bridge at the former’s own expense for a new seal (seal subject to a charge). The Purchaser will bear the costs of returning the hardware.
If the subsequent performance is unsuccessful, or if a reasonable timeframe for the subsequent performance, as set by the Purchaser, expires without the issue having been resolved or is dispensable in accordance with the statutory provisions, the Purchaser can rescind the purchase contract or reduce the purchase price. However no right of rescission exists for insignificant defects.
Section 9 Liability
The MetAnalysis software is intended only for training use. For this reason The it is not suitable for use in conditions that may have any kind of significant impact on any kind of analysis or decisions.
For this reason The Bridge will be not liable to pay compensation in any case the software gives errors or false results.
The Bridge assumes no liability for data losses on the part of the Purchaser.
The Purchaser can ask for refund of the amount payed in case the software is not working properly.
Section 10 Statute of limitations
In derogation from the statutory provisions, the period of limitation for contractual and non-contractual claims arising from material defects and defects in title amounts to one year from the delivery of the hardware and/or software. This shortening of the period of limitation does not apply in the event of liability for intent or gross negligence, or in instances of loss of life, bodily injury or damage to health.
Section 11 Choice of law and jurisdiction
These General Terms and Conditions of Sale and all legal relations between The Bridge and the Purchaser are subject to the laws of the Republic of Italy.
If the Purchaser is a merchant, the sole – and international – place of jurisdiction for all disputes arising directly or indirectly out of this contractual relationship is The Bridge’s registered place of business in Milan, Italy.
Section 12 Final provisions
Should one of the provisions of these General Terms and Conditions of Sale prove to be invalid, this will not affect the validity of the remaining conditions or agreements. Instead of the invalid provision, whichever provision most closely approximates the economic spirit and purpose of the invalid provision will be deemed to be agreed
Milan, 01/06/2018