MEDIFLY S.R.L.
Art. 1 – Subject Matter and Scope of Application
These General Terms and Conditions of Sale apply to all contracts entered into by Medifly S.R.L. for the sale and/or supply of products, components, accessories, complementary items, and/or services.
Medifly S.R.L. reserves the right to accept the Customer’s order.
Order confirmation will be issued in writing by Medifly S.R.L., and such confirmation implies the application of these General Terms and Conditions of Sale to the concluded contract.
These general conditions shall become effective upon their publication on Medifly S.R.L.'s official website and shall prevail over any general purchasing conditions of the buying customers.
Medifly S.R.L. reserves the right to revise these terms at its sole discretion, and undertakes to promptly update the version published on its website.
Art. 2 – Exclusions – Prices – Offers
Unless otherwise agreed in writing between the Parties, the following are excluded from the supply: system design, installation of the supplied goods, specific testing, manuals and training courses, usage assistance, and any other services or obligations not agreed upon.
Unless otherwise agreed in writing, when the order refers to agreed prices or does not mention any specific agreements reached between the Parties, in derogation of these General Terms and Conditions, the prices applied by Medifly S.R.L. on the date of supply shall apply.
Prices listed do not include VAT.
Likewise, non-standard packaging costs, taxes, duties, and any fiscal charges, present or future, related to or arising from the sale are to be borne solely by the Customer.
Offers issued by Medifly S.R.L.:
apply exclusively to the specific sale and are not extendable to other sales of the same products, unless otherwise expressly stated in writing by Medifly S.R.L.;
have a specific validity period as indicated, and all offers expire automatically after the stated deadline.
Products not listed in the price list will be quoted separately and in writing.
Medifly S.R.L. reserves the right to modify its price list at any time, at its sole discretion, without being required to justify such changes.
Art. 3 – Technical Data, Drawings, and Documents Related to the Supply
Weights, dimensions, prices, performance, colors, data, and illustrations in catalogs, brochures, circulars, or other promotional materials, as well as product samples, are purely indicative and not binding for Medifly S.R.L.
Medifly S.R.L. reserves the right to make changes to the technical details of its products at any time, including for performance improvements.
Art. 4 – Payment Terms
Payments must be made by the Customer according to the timelines, currency, and methods indicated in the order confirmation.
In case of non-payment, partial payment, or late payment, Medifly S.R.L. may:
automatically suspend order fulfillment without notice;
take any action, including legal proceedings, to protect its rights and interests, with all resulting costs, including damages, to be borne by the Customer.
Any disputes arising between the Parties do not release the Customer from the obligation to comply with the agreed payment terms.
Art. 5 – Delivery Terms and Conditions
Unless otherwise agreed, delivery is Ex Works (EXW), unless otherwise specified in the offer, in accordance with current Incoterms. The risk passes to the Customer upon delivery of the goods.
Delivery terms are indicative only, calculated in working days, and Medifly S.R.L. shall not be liable for damages resulting from early or late delivery, whether partial or total.
Partial deliveries are allowed.
Delivery terms start from the order confirmation date, unless a down payment is required, in which case the delivery timeline starts upon receipt of such payment.
Medifly S.R.L. is not liable for any delays due to force majeure, third-party actions, government acts, or actions of the Customer.
In such cases, either Party may withdraw from the contract without incurring any cost or compensation.
If the Customer fails to take delivery of the goods due to reasons attributable to them or beyond Medifly S.R.L.'s control, the Customer will bear all storage costs and risks.
Art. 6 – Shipping and Transfer of Risk
All shipments, including returns and warranty-related deliveries, are at the Customer’s risk and expense.
Products are supplied in standard commercial packaging, Ex Works loaded (EXW), per the Incoterms in force at the time of order confirmation.
Special packaging, if requested, will be charged to the Customer.
Shipment organization and management are the Customer’s responsibility.
Medifly S.R.L. shall not be held liable for damage or loss occurring during transportation.
If shipment is delayed at the Customer’s request, the risk passes to the Customer from the date the goods are ready for shipment.
If the Customer or their carrier fails to take delivery for reasons beyond Medifly S.R.L.’s control, Medifly S.R.L. may store the goods and charge related costs to the Customer.
Art. 7 – Order Cancellation
Orders placed with Medifly S.R.L. cannot be cancelled by the Customer without prior written authorization from Medifly S.R.L., after due verification to protect against potential losses.
Art. 8 – Mutual Obligations
Upon contract conclusion, both Medifly S.R.L. and the Customer agree:
not to share the content of the received offer;
to maintain absolute confidentiality on all information, data, and knowledge acquired during contract execution or otherwise;
not to engage in actions or omissions that may harm the other Party;
not to engage in unfair competition;
to execute the contract with due diligence;
not to assign the contract, either freely or for consideration, to third parties without written consent;
to operate transparently and loyally, promptly notifying the other Party of any impediment or relevant information, in writing within 48 hours by email.
Art. 9 – Customer Obligations
In addition to all other clauses, the Customer shall:
verify any special requirements or regulations in the destination country that differ from Italian law and communicate them during the pre-contractual phase. The Customer bears full responsibility for this, excluding any claims against Medifly S.R.L.;
refrain from using technical drawings or information for any purpose other than the agreed contract, as they remain the property of Medifly S.R.L. No data or documentation may be disclosed to third parties without prior written authorization.
Art. 10 – Warranty, Liability, and Defects
Medifly S.R.L. guarantees its products for one year from delivery as per Art. 1495 of the Italian Civil Code.
The warranty is valid only with proof of purchase, product type, and identifiers.
The warranty covers only proven manufacturing or material defects.
It applies only if the product is used properly and in line with Medifly S.R.L.’s documentation and best industrial practices.
Wear and tear, tampering, misuse, or improper use by the Customer or others are excluded.
Medifly S.R.L. does not assume responsibility for product performance in third-party systems or if mounted using suggested drawings.
Warranty is void in case of improper use, poor maintenance, unauthorized repairs, or alterations.
Upon verification, Medifly S.R.L. will remedy defects at its discretion by replacement, repair, or refund (up to the product value).
Returned products must be authorized by Medifly S.R.L. and be in original packaging.
If defects are not attributable to Medifly S.R.L., all related costs are to be borne by the Customer.
Defects must be reported in writing within 8 days of discovery via certified email or registered mail.
The Customer loses warranty rights if Medifly S.R.L. is not allowed to inspect the products.
Art. 11 – Contract Termination
The contract may be terminated in cases of:
breach of contract;
expiration of the contract period;
legal incapacitation of the Customer’s legal representative;
insolvency, liquidation, or bankruptcy proceedings involving the Customer;
sanctions, investigations, or charges against the Customer or their legal representative by national or international authorities.
Termination must be communicated via certified email.
Medifly S.R.L. retains rights to claims, compensation, and legal remedies.
Art. 12 – Anticipated Breach – Direct and Indirect Losses
Medifly S.R.L. may suspend performance by written notice if the Customer is in breach or appears unable to fulfill its obligations.
All deadlines are suspended in favor of Medifly S.R.L. until the Customer remedies the breach.
Unless otherwise stated, Medifly S.R.L. shall not be liable for loss of production, profits, use, contracts, or any direct or indirect damages.
Art. 13 – Patents – Industrial Property
Medifly S.R.L. retains exclusive ownership of trademarks, patents, know-how, and all intellectual property related to the products.
Medifly S.R.L. is not liable for third-party rights violations stemming from products made according to the Customer’s design or specifications. The Customer assumes full responsibility.
Art. 14 – Final Provisions
Any changes to these General Terms must be agreed upon in writing.
Verbal statements or conduct inconsistent with these terms do not constitute waivers.
Invalid clauses do not affect the validity of the remaining terms.
Tolerating breaches does not imply waiver of rights.
The contract is non-transferable unless agreed in writing by both Parties.
Art. 15 – Governing Law and Jurisdiction
All contracts entered into with Medifly S.R.L. shall be deemed concluded in Italy and shall be governed by Italian Law.
Any dispute arising from the interpretation and/or execution of these General Terms and Conditions of Sale and/or of the contracts concluded on the basis thereof shall fall under the exclusive and mandatory jurisdiction of the Court of Modena (Italy).
Art. 16 – Code of Ethics and Legislative Decree 231/2001
Medifly S.R.L., being mindful of the need to ensure an ethical approach in the performance of its business activities, based on clear principles of fairness, transparency, and impartiality, has adopted, in line with its corporate policies, an Organizational, Management and Control Model pursuant to applicable legislation, as well as its own Code of Ethics, available upon request. These documents form an integral part of these General Terms and Conditions of Sale and can be found on the official website of Medifly S.R.L.
Art. 17 – Processing of Personal Data
The Customer hereby authorizes Medifly S.R.L. to acquire, process, and store personal data and any other data, information, and/or documents provided. The Data Controller is Medifly S.R.L. Such processing:
is carried out in accordance with the principles of lawfulness, fairness, accuracy, proportionality, necessity, completeness, and security, and in compliance with all applicable legal obligations;
complies with the applicable national and European regulations;
is performed both in digital and paper form by the Data Controller and any appointed Data Processors and/or Authorized Persons;
is aimed solely at the correct and complete execution of the contract in force;
is necessary: data, information, and/or documents collected may be communicated to third parties only if useful, instrumental, and/or necessary for the purposes of processing. Data processing may also be carried out to comply with applicable laws (e.g. tax regulations, anti-money laundering laws, etc.). Any refusal by the Customer to provide such data shall make it impossible to pursue the purposes of the processing.
Personal data will not be disclosed. Personal data may be transferred within the European Union and to third countries, within the scope of the purposes stated above.
Pursuant to Articles 15 (Right of access), 16 (Right to rectification), 17 (Right to erasure), 18 (Right to restriction of processing), 20 (Right to data portability), and 21 (Right to object) of EU Regulation 2016/679, the Customer may at any time request access to, rectification, erasure, or restriction of the processing of their personal data, or object to such processing, as well as exercise the right to data portability, by sending a written request via certified email to medifly@pec.medifly.it or by registered letter with return receipt to the Company’s registered office, to the attention of the Data Controller. The Customer may also file a complaint with the competent Supervisory Authority.
By entering into the contract with Medifly S.R.L., the Customer gives consent to the processing of personal data in accordance with the purposes and methods described above. Such consent shall remain valid until revoked in writing, by certified email to medifly@pec.medifly.it or by registered letter with return receipt to the Company’s registered office.
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