Termini e condizioni
PART I: PRECONDITIONS, GENERAL PRINCIPLES AND COMMON PROVISIONS
1. PRECONDITIONS AND GENERAL PRINCIPLES
1.1 Dynamical negotiation consists in an electronical mechanism that issues the basic business trade elements, as the dynamical market pricing and other contractual terms and conditions related to the Exchange of goods and services among the website subscribers and the Companies that Eplatform could involve, if appropriate.
1.2 The offer request consists in the e-mail request of an estimated fee or a binding declaration of technical and commercial terms and conditions on the goods/services trade. (Offer request or Selling proposal).
1.3 Dynamical Negotiation and Offer Request happens between one buyer and one or more sellers and between one seller and one or more buyers, each one operating in its business or institutional activity, previously subscribed to the portal or registered inserting offers on the platform.
1.4 The regulation sets the performing procedures of the dynamical negotiation, both in offer and request, and in any other Eplatform event, as well as duties and rules that buyers and sellers have to respect during each event. Other provisions concerning the execution of every event (binding for sellers and buyers), are given in the Publication Letter and in specific Eplatform information sections.
1.5 The general principles regulating the events participation and the performance itself are equality, transparency, “bona fides”, fairness, confidentiality in information exchange in compliance with the law.
1.6 For the sake of clarity, terms with capital letter (not specified in the Regulation) have the meaning attributed in “General conditions of Eplatform events participation”.
1.7 Eplatform works as a technical provider, since it’s the Eplatform portal owner.
1.8 Eplatform exclusively manages on behalf of its Portal subscribers: communication, event organization, information stream between Sellers and Buyers, receiving a fee awarded each time for each generated successful transaction. Any eventual customized agreement or special projects will be matter of special negotiations and ruled with special contracts.
1.9 Economical and financial transitions will be strictly between Buyers and Sellers, and for no reason or cause Eplatform can be invoked in any potentially unsuccessful operation. Eplatform will be available for performing proper checks on the good performance, and ensures the maximum transparency and reliability. Sellers and Buyers take on the business risk for any generated and performer transaction, being free to agree or not the Exchange in case of “insufficient” guarantees. In this case too, Eplatform will not be invoked as simple service-paid provider.
1.10 Events can be generated by Sellers in case of tender sale, descending and ascending price auction or collective purchase. The term “seller” is used for each good/service offerer, “buyer” is who purchases goods/services. Their mention in the following terms will be used to simplify terms and explanations, and will have to be intended in the right meaning in each event.
2. EVENTS COMMUNICATIONS
2.1 Communications and actions performed by Buyers and Sellers in each step of the Event (prerequisites, performance, awards, and any eventual interruption, re opening or cancellation) can be carried out with two different combinable methods: a) on-line; b) off-line. The effective availability of both ways is a buyer’s choice in case of purchase tender, and sellers will have to use the selected method. Conversely, in case of auction or tender sale, the effective availability of both methods will be a seller’s choice; buyers will use the available mode.
2.2 In the on-line mode, the participants (sellers or buyers) have to insert data and offers, communicating with other traders and expressing their will selecting the setting icons or using the Eplatform messaging service.
2.3 In the off-line mode, Buyers and Sellers must comunicate with the Buyer, sending and receiving data, informations, instructions and declarations of intent via fax, e-mail or telephone. In case of telephone communication, the complaining party will have the right to record all phone conversations with the other party. Both parties will accept the phone recordings made by each actor as a valid proof of facts and circumstances.
3. PRELIMINARY STEPS
3.1 To create any event, “Sellers and Buyers” have to send to Eplatform the official request accompanied by all details, informations, technical issues, and every useful tender specification. After a data accuracy exam, it will be sent a disclosure to invite every subscribed Company, in order to create the necessary “critical mass” for a collective sale/purchase event. In this regard, the Buyer generating the event accepts unconditionally the Eplatform collective invitation to other actors (buyers or sellers); increasing the purchase power to get the best price. Once the tender terms are defined, Eplatform will publish the Event on the portal. In the event that a Buyer or Seller wish to publish an exclusive tender for their own company, he will have to send a specific request to Eplatform, which will issue a specific event. These particular economical condition have to be defined and subscribed before the event publication.
3.2 Trough the platform, Eplatform will send to Sellers and Buyers an event invitation, sharing data and informations contained in Buyers’ and Sellers’ personal folders, if subscribed and authorized to event participation.
3.3 At its own discretion, Eplatform can subordinate the participation of one or more Buyers/Sellers to the issue of specific guarantees.
3.4 Before starting any event, Eplatform will have the power to modify data and configuration issues, informing all Buyers/Sellers.
3.5 The adhesion of Sellers and Buyers to Eplatform events is implicit and it happens by issuing an offer, a tender, an auction during the event performance; the participation itself implies that every actor fully and unconditionally knows and accepts data and adjustments issues, platform configuration included.
4. EVENT DEVELOPMENT – COMMON DISPOSITIONS
4.1 Sellers and buyers accept that, throughout the entire event performance, Eplatform will be the only official holder of any kind of data, recording and registration concerning the event from preliminary to successive steps, including published offers, communications, official timing and everything necessary to ensure a good performance (award, suspension, interruption, reopening or cancellation). Data and recordings collected by Eplatform will be the proof of facts and circumstances.
4.2 In case of disagreement, the Offers issued and registered in the platform will have priority on every file content, attachments and other documents sent or shared by each participant.
4.3 Sellers/Buyers accept that Eplatform will not allow them to see other sellers/buyers’ identity during the event performance. The award communication will be set by Eplatform after the event ending. The eventual telematic communication on the event award will be in fact temporary and subject to any necessary technical verification, so it will involve no obligations towards other parties till the final acknowledgement and confirmation.
4.5 Every event is issued following the configuration options and the Platform parameters chosen from the event performer. Platform configurations for each event are specified in the Platform informative or publication sections, or in buyers/sellers’ personal folders. The event participation implies the full acknowledgement and agreement of configuration options set out by the active performer.
4.6 In the event that the dynamical negotiation will rise from a previous offer request, Sellers/Buyers recognize and accept that the offer sent could be the first offer for Sellers/Buyers in the next dynamical negotiation.
PART II: DYNAMICAL NEGOTIATION EVENTS
5. NEGOTIATION: MODE – PROVISIONS – PARTICULAR ISSUES
5.1 Every dynamical negotiation happens with the real time online publication of the offers, and lasts till the event closing, following the performance rules and configuration options of the Platform parameters defined in the Publication letter and in the Platform informative sections.
5.2 Sellers/Buyers reserve the right to no accept the Buyers/sellers offer which results with ten or more minimum decreases under the last Offer amount (as defined during the Platform configuration) sent during the event from one of the sellers (Anomalous offer). In this occasion, sellers/buyers can delete the anomalous offer with a simple communication to other participants, with the possibility to prevent them the dynamical negotiation participation. Eplatform has the right to set for each new event a new different definition of anomalous offer, excluding from the Event any anomalous offer.
5.3 Eplatform has the right to set and attribute weighting coefficients to each offer published by Buyers/Sellers during the event, with total discretion, based on different evaluation elements (type of commercial offer, type of buyers and sellers, type and quality of goods/Services, terms and payment guarantees, delivery, etc.). When an event includes weighting coefficients, Buyers and Sellers will be respectively noticed about it. Weighting coefficients cannot be modified after the event starting and will stay fix during the entire performance till the award. Sellers and Buyers accept to ignore weighting coefficients in sell/purchase activities.
5.4 Sellers/Buyers have the right to predefine a starting price (Basic price) for each event and a goal price (to reach or to overcome) which marks the goal necessary to achieve the award (reserve price).
5.5 The dynamical negotiation will end on the date and time specified by the buyer, using the preset closing mechanism, and i twill be awarded (or not awarded) according to the different modes issued during the platform configurations (Award Criteria).
PART III: REQUEST, OFFER AND OTHER EVENTS
6. OFFER PERFORMANCE – PARTICULAR PROVISIONS
6.1 Each event performs through a seller/buyer offer submission online till the event closing, following specific parameters and modes defined in the publication letter and on platform informative sections.
6.2 The event starts with sending an invitation to buyers/sellers.
6.3 The Event ends on date and time set by sellers/buyers.
6.4 Each buyer/seller has the right to produce and send one or more offers in the period between starting and ending time. It is understood that the last offer of each buyer/seller before closing time will be considered for the award.
6.5 Independently from the configuration options issued by sellers/buyers, offers will be evacuate by other sellers/buyers and, in the end, the buyer or the seller will have the right to not award any sellers/buyers offer and to refuse to award the event too.
6.6 After the event closing, the buyer informs the sellers (which have sent one or more offers) the event outcome and its eventual transformation to a dynamical negotiation.
6.7 After the event closing, the buyer will have the right to make visible through the portal the event results or the offers received from other participants (with previous authorization).
6.8 Sellers/Buyers have the right to award the event to one of the sellers/buyers which have been participating, also at a different price from the starting one. Understood that, in that situation, the winner will have the right to refuse the event award. If the seller accepts the award the good/service price will be agreed between seller and buyer.
7. OTHER EVENTS (RFx)
7.1 The buyer has the opportunity to perform other event types on the platform, with elements similar to offer request event (for example: an info request), these are called RFx.
7.2 In case of RFx events, it will be provided the same dispositions explained in part I and IV of the regulation, and some compatible element from part III. Eventual particular dispositions referred to a specific RFx event (as rules derogation etc.), other informations and performance modes are specified in the Publication Letter and in Platform informative sections.
7.3 Taking part to an RFx event, Seller and Buyer fully and unconditionally accept the regulation rules, in Publication letter and Eplatform informative sections.
PART IV: FINAL RULES CONCERNING EVERY KIND OF EVENT
8. EVENT SUSPENSION OR CANCELLATION
8.1 In presence of a just cause, Eplatform has the right to suspend the event for the necessary time, informing buyers and sellers.
8.2 In case of technical fault or malfunction of IT, technological or telephone/recording devices, Eplatform will evaluate the chance to suspend the event, until the fault will be adjusted. Eplatform will have the discretionary power to cancel or re-open the event, after its ending too, without incurring in any kind of responsibility.
8.3 In case of connection fault to the platform, for every kind of reason, Eplatform will have the discretionary power to cancel or re-open the event (after its ending too) carrying on the performance just inserting offers in the platform using off-line mode (following dispositions to the article 2.3), without responsibilities towards sellers or buyers.
8.4 In case of suspension or re opening, restarting date and time and its residual time will be set by Eplatform, informing the respective parties involved. Unless any different Eplatform disposition, the event starts again from the last offer submitted by sellers or buyers registered on Eplatform systems.
8.5 In addition to the other cases in the previous articles, Eplatform holds the right to suspend or cancel the event in any moment, after the buyer and seller’s information too after conclusion, just using an email without responsibilities towards the parties.
8.6 Eplatform keeps the discretional right to eliminate form the event participation Sellers and Buyers which violate what specified in articles 1.5, 5.2, 9 e 11, without risking any responsibility towards sellers and buyers, and keeping the right of a compensation with no damage. Sellers and Buyers cancellation from an event happens with a simple personal e-mail information.
9. DUTIES AND GUARANTEES FOR BUYERS AND SELLERS
9.1 Buyers and sellers agree among themselves times and ways useful to verify, in fairness and ‘bona fide’, that the goods/services offered are complying to the respective description and have the same quality promised by the suppliers.
9.2 Sellers accept to subject their participation to specific guarantees required by the buyers as a certification of reliability and offer irrevocability.
9.3 Buyers and sellers are committed to adopt all precautions and technical solutions to protect data privacy and the safety of commercial informations shared during the event, preventing the access to non authorized users.
9.4 Data are the essential elements of every business agreement performer between Buyer and Seller.
9.5 Buyers and Sellers agree that Eplatform only provides the license to use the platform and the necessary assistance, and it will not take part to business contract negotiations (as specified at point 1.7, 1.8, 1.9, 1.10)
10. BUYERS’ DUTIES AND GUARANTEES
10.1 Buyers and Sellers are committed to follow and respect procedures, duty and principles provided by the Regulation.
10.2 In the event that the performance ends with an award, the buyer undertakes to conclude the trade contract with the successful tenderer, except when the winner infringed its obligations specified in articles 1.5, 9, 11 and 10.3. With the same terms and ways, the buyer engages with the seller on case of tender sale, auction or collective purchase.
10.3 Sellers/Buyers have the right to subject the conclusion and the effectiveness of the contract to the conditions provided in the Publication Letter or in other contracts shared with Sellers.
11. SELLERS’ DUTIES AND GUARANTEES
11.1 Sellers are committed to follow and respect procedures, duty and principles provided by the Regulation.
11.2 Sellers undertake to keep valid and maintain the offers during all the event performance until the award and the contract conclusion. In any event, unless otherwise agreed, it will take not more than 12 months from the event starting time. In case of Offer request with successive dynamical negotiation, every seller undertakes to keep the offers fixed during all negotiation and until the award.
11.3 The winner tenderer must conclude the transaction with the buyer; if the contract will not be honored, buyer will have right to a compensation.
11.4 If the winner trader will refuse the event award or will not conclude the contract, buyers will have the right to withdraw the award and prepare a new award (as specified in article 11.3). This will be possible after the definitive award too.
11.5 Traders pledge to Buyers:
a) to maintain the ownership and the availability of the goods/services offered during the whole event performance, until the award and the contract signature;
b) to provide an accurate and not misleading description of goods/services offered;
c) to not disturb the regular event performance with incorrect and anti-competitive attitudes against regulations law or other traders’ rights (as the modification of prices or contract conditions in favor of some traders and to the detrimento f others, anomaly offers etc);
d) do not offer goods/Services of dubious or even criminal origin, counterfeited against National and international regulations, or any illegal goods sale prohibited by law and regulations;
12 REGULATION AMENDEMENTS
12.1 Sellers undertake and agree that buyer can modify the regulation in any moment just publishing a notice on the Portal or sending an e-mail/fax to all sellers.
12.2 The regulation amendment will be effective since the time indicated in the notice or in the document sent (as told in paragraph 12.1), with a previous warning not shorter than 15 days. I twill be tacitly and unconditionally accepted by the buyers which will continue to use their ID or participate to the event. Sellers will already have the right to withdraw from the General Terms after the notice specified in article 12.1.