1. Introduction

1.1 SELMEDICO.COM is a B2B e-commerce portal, accessible via the Internet at https://selmedico.com (“Website”), which offers certain services including a group purchasing service for healthcare professionals, institutions and companies (“Selmedico.com” or “Platform”).

1.2 These General Terms and Conditions (“Terms and Conditions”) regulate the use of the Selmedico.com Platform and the Website, as well as the purchase of products and the management of orders made through the Platform

1.3 The use of Selmedico.com (even if the Registration and the Login have not been completed) and the Registration (as defined below) imply that a binding agreement has been entered into between SINO-EU LINK S.R.L. (“SEL”) and the person using, or on whose behalf it is used, the Selmedico.com Platform (“Customer” or “User”) governed by these Terms and Conditions. If the Customer does not accept the Terms and Conditions, they must immediately cease using the Platform. If registered, the Customer must close their account by sending an explicit request to close the Account (as defined below) in the manner indicated in Clause 2.4 below, and no longer access the Platform and/or the Website.

1.4 Upon Registration, the Customer will be asked to expressly accept these Terms and Conditions.

1.5 Through the use of Selmedico.com and the acceptance of these Terms and Conditions, the Customer represents and warrants that they are authorised to represent the company, entity or organisation for which they are requesting registration.

1.6 The use of Selmedico.com and acceptance of the Terms and Conditions imply the consent, on the part of the Customer, to the use of cookies and the processing of data in accordance with the SEL’s Privacy and Cookie Policies.

1.7 SEL reserves the right to amend these Terms and Conditions in the manner indicated in Clause 12 below.

2. Registration on Selmedico.com

2.1 Before proceeding to use Selmedico.com, the Customer must complete their registration with Selmedico.com to activate their account (“Account”) through one of the alternative methods indicated below (“Registration”):

(i) by sending the request to the email address info@selmedico.com, and by following the instructions to complete the Registration;

(ii) by calling the telephone number +39 3287753017, and following the instructions to complete the Registration;

(iii) by accessing the Website, filling in the online registration form and clicking on the “REGISTER” button.

2.2 To complete the Registration, the Customer must carefully read the Privacy and Cookie Policies as well as the Terms and Conditions and confirm acceptance of them by using the required procedures.

2.3 The Customer will receive an email confirming their Registration.

2.4 The Customer may deactivate the Account at any time by sending a specific cancellation request via email to the address recesso@selmedico.com or by filling out the online cancellation form.

2.5 The username (or email address) and password used by the Customer for Registration will be the authentication credentials to log on to Selmedico.com (“Authentication Credentials”).

2.6 The Customer acknowledges and agrees that access to the Website and the total or partial use of Selmedico.com will imply the Customer’s acceptance of these Terms and Conditions and of the Agreement entered into with SEL.

3. Authentication and Login Credentials.

3.1 Following Registration, in order to access Selmedico.com and to use the related Services, the Customer must access the Website by entering their Authentication Credentials (“Login”).

3.2 The Customer acknowledges and agrees that the Authentication Credentials are personal and cannot be transferred. The Customer is required to keep them secure using the utmost diligence and to keep them confidential to prevent unauthorised third parties from using Selmedico.com.

3.3 The Customer agrees to notify the Company immediately in writing of any theft and loss of the Authentication Credentials or any unauthorised use of the same by third parties.

3.4 The Customer is responsible for the use of the Authentication Credentials and agrees to notify SEL of any anomaly and/or unauthorised use of such Authentication Credentials, even by third parties.

4. Services of Selmedico.com

4.1 Through Selmedico.com, SEL provides the following Services (the “Services”):

·  Buying Agent

·  Market Access

· Import-Export

· E-Commerce 

4.2 SEL reserves the right to modify, suspend or discontinue any of the Services.

5.  E-Commerce

5.1 E-Commerce Service

5.1.1 Selmedico.com’s E-commerce Service enables the purchase of products offered for sale on Selmedico.com (“Products”).

5.1.2 SEL reserves the right to modify or eliminate the Products offered on Selmedico.com.

5.1.3 Each Product offered on Selmedico.com has a minimum quantity that the Customer must purchase (“Minimum Quantity”). Purchasing less than the Minimum Quantity is not permitted.

5.1.4 Some Products may be available for purchase at lower prices by creating or participating in a group buy (“Group Buy”). The Group Buy is available only for purchases made in the EU and requires a Minimum Quantity. Moreover, the Group Buy is therefore permitted under certain conditions and for the period indicated for that Product’s offer (“Time Period”).

5.2 Finalising the Sale Agreement

5.2.1 By clicking on the “Buy” button and proceeding with payment, the Customer places an order, which is equivalent to a binding purchase proposal, for the Minimum Quantity of the Products contained in the virtual shopping cart.

5.2.2 SEL will send the Customer an email confirming and accepting the order. SEL’s acceptance of the order placed by the Customer in accordance with Clause 5.2.1 above implies that SEL and the Customer have entered into a sales agreement in the Italian language and  governed by Italian Law. If the Customer does not receive the email accepting and confirming the order within the abovementioned one (1) hour period, the order will be considered to have been refused by SEL and, thus, null. In the event where the order is not accepted, SEL will be required to return to the Customer any Purchase Price already paid by the Customer.

5.2.3 In the case of a Group Buy, by clicking on the “Buy” button and proceeding with the relevant payment, the Customer places an order that is equivalent to a binding and irrevocable purchase proposal. The Customer may cancel the order within the next 48 hours,  after which the proposal will be considered irrevocable for the entire Time Period.

5.2.4 SEL will send the Customer, within the Time Period, a confirmation email accepting the order. SEL’s acceptance of the order placed by the Customer in accordance with Clause 5.2.3 above implies that SEL and the Customer have entered into a sales agreement in the Italian language and governed by Italian Law. If the Customer does not receive the confirmation email accepting the order within the Time Period, the order will be considered refused by SEL and, therefore, null. In the event where the order is not accepted, SEL will be required to return to the Customer any Purchase Price already paid by the Customer.

5.2.5 The Customer gives their prior consent to the transfer of receivables for payment of the Purchase Price to third parties.

5.3 Product availability

5.3.1 In the event where the Products in the order are not available for causes beyond SEL’s control, SEL will promptly notify the Customer. It is understood that SEL will have no obligation to deliver the Products listed in the order.

5.3.2 However, if the ordered Products are not available, SEL will be required to return to the Customer any purchase price already paid by the Customer.

5.3.3 SEL shall have no obligation to search for and source unavailable Products from other sources.

5.4 Prices, shipping costs

5.4.1 The Customer is required to pay the purchase price of the Product indicated in the offer on Selmedico.com at the time the order is sent. The purchase price does not include VAT, which will be indicated separately.

5.4.2 Shipping costs are not included in the Purchase Price and will be indicated separately.

5.4.3 SEL reserves the right to charge additional shipping costs. The Customer will be duly informed, before completing the order, if they are expected to pay an additional amount for shipping costs.

5.5 Payment

5.5.1 For payment of the Purchase Price, the Customer may choose their preferred payment method from the available options.

5.5.2 However, SEL reserves the right to refuse certain payment methods and to require different payment methods for certain orders.

5.5.3 The Customer agrees to receive invoices and credits in electronic format only.

5.6 SEL’s representations and warranties

5.6.1 SEL represents and warrants that the Products offered on Selmedico.com have been duly stamped with the CE marking and that the EU declaration of conformity has been correctly drawn up.

5.6.2 SEL also represents and warrants that the Products offered on Selmedico.com are provided with instructions for use and the information required by applicable legislation.

5.7 Product delivery

5.7.1 SEL will make every effort to meet the estimated delivery time. The Customer acknowledges and agrees that the estimated delivery times are given as an indication and are therefore not guaranteed.

5.7.2 The Customer will be liable for any costs arising from failure to collect the Products at the indicated delivery location.

5.7.3 The ownership of the Products will be transferred when delivered to the delivery address communicated by the Customer.

5.8 Product flaws and defects

5.8.1 The Customer must report to SEL any flaws and defects found in the Products received no later than five (5) days from receiving the Products.

5.8.2 In the event where SEL finds flaws and/or defects in the Products reported by the Customer, SEL will contact the Customer regarding the Products’ return procedure and any refund of payment made by the Customer.

5.8.3 SEL reserves the right, however, to refuse the refund and to charge the Customer for the shipping costs of the return in the event where: (i) the Products have been damaged after delivery to the Customer; (ii) the Products have been used in a way that does not comply with the instructions for use; (iii) the flaw or defect found is due to the Product’s normal wear and tear.

6. Intellectual property

6.1 SEL is the sole proprietor of:

(i) all the rights to the economic use of Selmedico.com and any potential subsequent versions and developments of the Platform;

(ii) all rights to the economic use of the SEL trademark;

(iii) the website www.Selmedico.com and all the contents and information that can be displayed there, except for the data entered in Selmedico.com by the Customer.

6.2 By virtue of the provisions of Clause 6.1. above, the Customer undertakes not to:

(i) alter, decode, decompile or otherwise attempt to extract the source code of the Selmedico.com Platform;

(ii) use Selmedico.com for purposes other than those permitted by the Platform;

(iii) copy, translate, modify or create derivative works from the contents or part of the contents of Selmedico.com and/or the Website.

7.  User license

7.1 SEL grants the Customer a non-exclusive license to use Selmedico.com and the Services of SEL, in accordance with these Terms and Conditions and for the period of the Service selected by the Customer, commencing from Registration.

7.2 By virtue of the license referred to in the preceding paragraph, the Customer will have the right to manage Selmedico.com on their own, by entering, under their own full and exclusive responsibility, the data requested by the computer system.

7.3 The Customer must only use Selmedico.com in order to use the Services. No other use of the Platform is permitted.

7.4 SEL reserves the right to restrict or deny access to Selmedico.com or the Website, or any portion thereof.

7.5 The Customer may not sub-license the right to use Selmedico.com

8.  SEL’s Obligations

8.1 SEL undertakes to:

(i) make Selmedico.com available for 24 hours per day, 365 days per year;

(ii) provide technical assistance for problems reported relating to the correct functioning of the Platform and/or the Website by sending a specific cancellation request by email to recesso@selmedico.com or by filling out the online support request form.

9. Limitation of liability

9.1 Without prejudice to the provisions of Clause 8 above, in the event where SEL is forced to interrupt the use of Selmedico.com due to exceptional events or for maintenance, SEL will make every effort to ensure that these interruptions or downtimes last for the shortest time possible, providing timely updates to the Customer, both through email messages and by posting special messages on the Website.

9.2 In any case, SEL cannot be held liable for the unavailability and/or malfunctioning of Selmedico.com due to deeds and circumstances:

(i) that can be traced to the Customer or to persons for whose conduct the Customer is responsible;

(ii) that can be traced to the providers of telephone lines, electricity and global and national networks, for example, following breakdowns, overloads, interruptions, etc.;

(iii) resulting from causes beyond SEL’s reasonable control or from force majeure events or unforeseeable circumstances, such as, but not limited to, civil unrest, acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fires, landslides and mudslides, and pandemics;

(iv) that can be traced to the conduct or omissions of third parties that adversely affect the functioning of Selmedico.com, including, for example, slowdowns in speed or the malfunctions of the telephone lines and computers handling the electronic traffic between the Customer and the Platform.

9.3 The Customer acknowledges and agrees that SEL does not assume any liability in connection with and/or in any way relating to the data entered by the Customer into the Platform, nor for the unlawful use of the same data by third parties.

9.4 SEL shall not be liable for any damage or inefficiency resulting from the unauthorised use of access via the Access Credentials assigned to the Customer.

10. Features of the Selmedico.com Platform provided by third parties

10.1 In the event where the Customer uses features of Selmedico.com made available and owned by third parties, the Customer acknowledges and agrees that SEL allows access to these features, on the understanding that these features are subject to the terms, conditions and limitations imposed by its providers and that in no event shall SEL be liable for the failure or improper performance of these features.

10.2 In the event where such third parties change, suspend or interrupt the provision of these features, SEL may consequently change, suspend or interrupt access to such features without any obligation to notify the Customer and will have the right to use, if necessary, different providers in order to guarantee Selmedico.com’s operations. Similarly, SEL will be entitled to suspend the use of the Platform if it is directly dependent on the features offered by such third parties.

11. Customer’s representations and warranties

11.1 The Customer represents and warrants:

(i) that all information provided to SEL is complete, correct and up-to-date, including the data entered on the Platform also at the time of Registration and when choosing the Service;

(ii) to be entitled to authorise and to authorise SEL to exercise all rights necessary to fully perform the Agreement and Services.

11.2 The Customer undertakes to use Selmedico.com to use the Services in accordance with current regulations, uses, practices and rules of diligence without infringing the rights of third parties.

11.3 Specifically, in the event that the Products are qualified as medical devices under Regulation (EU) 2017/745, the Customer shall comply with the provisions of the abovementioned Regulation (EU) 2017/745 and any other applicable legislation.

11.4 The Customer undertakes to fully indemnify and hold SEL harmless from all damages, losses, liabilities, costs, charges and expenses, including any legal fees, that may be suffered or incurred by SEL itself or for which the same is asked to make payment, arising directly and/or indirectly from the Customer’s use of Selmedico.com.

12. Amendments and additions to the Agreement and to the Terms and Conditions

12.1 SEL will be free to unilaterally amend, at any time, the Terms and Conditions of the Agreement.

12.2 Any amendments will be communicated to the Customer through Selmedico.com and will be effective from their publication on the Platform and/or on the Website. The Customer’s subsequent use of Selmedico will be understood as the Customer’s acceptance of the same amendments.

12.3 In the event where the Customer does not intend to accept the amendments, they will be entitled to withdraw from the Agreement. Withdrawal will take effect from the moment when SEL receives the relevant communication. In the case of withdrawal, the Customer will not be entitled to receive any amounts already paid to SEL.

13. Express termination clause

13.1 Failure on the part of the Customer to pay the Purchase Price, as well as the Customer sub-licensing the right to use Selmedico.com to third parties without SEL’s express authorisation, will result in the Agreement’s termination and the interruption of the Services.

14. Notices

14.1 For the purposes of the Agreement (including the service of  process of judicial and extra-judicial acts), SEL designates address for service of process at Via di Donna Olimpia No. 166 in Rome (00152) while the Customer designates address for service of process at the place indicated as such by the Customer during Registration.

14.2  Communications between the Parties may also be made by email to the following addresses:

· if to SEL, to the certified PEC email address sino-eulinksrl@pec.sltassociati.it;

· if to the Customer, to the Customer’s certified PEC email address.

15. Governing Law and Jurisdiction

15.1 The Agreement shall be governed by and construed in accordance with Italian law.

15.2 Any dispute concerning the validity, effectiveness, interpretation and performance of the Agreement shall be referred exclusively to the Court of Rome.