1. Validity
1.1. These General Terms and Conditions of sale, rental, and delivery (hereinafter referred to as “General Terms”) apply to any contract of sale, rental, loan, or trial use, or for the provision of services, involving VALIAMO S.r.l. (hereinafter also referred to as “VALIAMO”). The General Terms are an integral part of all contracts that VALIAMO will enter into with its Customers and commercial partners (hereinafter also referred to as “Customers” or singularly as “Customer”) in relation to the aforementioned contracts. They also apply to all future activities, sales, deliveries, service provisions, or offers made to the Customer, even if they are not specifically agreed upon again.
1.2. By the placement a Purchase Order or a Rental Agreement, the Customer unconditionally accepts these General Terms. Neither VALIAMO nor any of its subsidiaries shall be bound by any contractual terms or conditions of the Customer or third parties, even if their application has not been expressly rejected by VALIAMO or any of its subsidiaries. Even if VALIAMO makes reference to correspondence which includes the Buyer’s or third party’s terms and conditions of business, this shall not constitute any agreement to the validity of such terms and conditions of business.
1.3. Any specific conditions applied with the Customer in specific cases (including supplements or modifications) shall prevail over the General Terms. Regarding the content of specific conditions, a contract concluded in writing or, as appropriate, written confirmation from VALIAMO shall be considered prevailing.
1.4 Unless otherwise indicated, “Device” or “Product” refers to the set comprising the headset, accompanied by audio headphones, 2 controllers, a case, charging accessories, accessories for headset fit, as described in the documentation. “Software” refers to the “Realica Vr” program installed by Valiamo on the headset. “System” refers to the device along with the software installed under temporary license.
2. Products on Rental, Loan, Trial, or Demonstration Use
2.1. The Customer undertakes to use the System personally – at least limited to its corporate structure – and not to assign or deliver it to third parties under any circumstances, and to always keep it at the same address at which it was delivered or shipped, without exception.
2.2. The Customer is responsible for any damages, losses, thefts, or improper uses that occur to the Device, as well as for violations and/or any other charges resulting from violations of laws or regulations.
2.3. The Customer undertakes to return the Device, together with its accessories and documents, in accordance with the times and places indicated in the “Rental Agreement,” in the same conditions in which it was delivered, including cleanliness, except for wear proportional to the duration of the Use. Upon return, the Customer is responsible for checking the condition of the Device, immediately reporting any discrepancies from what was indicated in the Rental Agreement at the time of delivery. In case of failure to verify, the Customer expressly authorizes VALIAMO to charge the cost of any damages found on the Device even after return. In this regard, the Device must be returned at the expense and risk of the Customer to the same address as VALIAMO, in adequate protective packaging.
2.4. In case of failure to return the Device (and/or the accessories supplied with it) to the locations and times indicated in the Rental Agreement, the Customer undertakes to pay, as a penalty, an amount equal to 50,00€per day of rental for each day, even partial, of delay until return, without prejudice in any case to the greater damage, unless written authorization has been issued by VALIAMO for the continuation of Use. In such a case, the previously agreed tariff will be due until the authorized period ends; after this period, the penalty mentioned above will be applied again. The Customer agrees that after a delay of 15 calendar days from the agreed date of return, the Device will be deemed transferred to the Customer who must then pay the full purchase price of the device (including all software equipment) – set by VALIAMO’s current price list.
2.5. In case of early return of the Device, before the return date indicated in the Rental Agreement, no refunds are provided for unused Usage days.
2.6. In case of malfunction or simple request by VALIAMO, the Device must be returned by the Customer to VALIAMO, which will proceed with the replacement of the same subject to availability, at no cost to VALIAMO and subject to its discretion, to not provide a replacement Device in case of insolvency, theft, fire, negligence, or damage to the Device in use.
2.7. Any claim or complaint against VALIAMO regarding the Use performed may be made by the Customer within and not beyond the non-deferrable term of 10 days from the date of return of the Device and/or closure of the Rental Agreement. The Customer, therefore, acknowledges now to waive any requests for reimbursement and/or compensation beyond this deadline.
2.8. VALIAMO reserves the right to deactivate the operation of the Software at any time, or to inhibit its use by the Customer and any other third party, without any liability on VALIAMO.
3. Orders and Conclusion of Contracts
Only the order proposals received in writing / or by email by the Customers, adhering in any case to the prices of the current price list, will be considered. The sales contract is concluded only upon acceptance of the order by VALIAMO, which has the right to reserve 15 days to accept it. If this period expires without the order being fulfilled or expressly accepted, the order will be deemed rejected. During this period, the Customer is required to maintain its order proposal firm and irrevocable. The order thus accepted cannot be subsequently revoked, canceled, or modified by the Parties.
4. Delivery of the device & equipment. Care and maintenance
VALIAMO delivers the device, complete with all legal accessories and all the documentation necessary for its use. Upon delivery, the Customer acknowledges that it, with the equipment, accessories, and all accessories delivered to him by VALIAMO, is in verified working conditions, in good general condition, and compliant with the agreed use. The Customer declares to be aware of the delicacy and fragility of the Device, and therefore undertakes to use and store it with the utmost care, ensuring regular maintenance and proper cleaning.
5. Resale
Valiamo allows the resale of the product only for Systems purchased outright, and only by qualified entities as professional distributors, authorized by Valiamo (called “Resellers”).
Valiamo allows Resellers to use its specialist website for the resale of Products, provided that their fiscal and address references are stated on the website, along with the product sheets and official technical information provided by Valiamo. Nevertheless, to ensure the safety of consumers and patients, Valiamo adopts a selective distribution system allowing the presence of its products on Amazon and similar marketplaces (such as eBay) only through its expressly authorized and selected distributors based on specific business requirements (structure, updating, after-sales service, product traceability, etc.). Consequently, no other customer can use Amazon and similar marketplaces.
6. Prices and Payment
6.1. Unless otherwise agreed in writing, payment must be made by bank transfer in advance or by credit card payment. VALIAMO reserves the right to change the payment terms without notice in the event of a change in commercial references. Payments are always and in any case due within the agreed terms even in case of delayed arrival of goods or damages, partial or total losses occurring during transport, as well as in the event that the goods made available are not collected by the Customer.
6.2. The payment is to be made according to the agreed terms, which generally is advance payment. In case of late payment, the Customer will be required to pay default interest as determined in accordance with the provisions of Directive 2000/35/EC and subsequent amendments, without the need for formal notice. Without prejudice, in case of late payment or other default, the right to claim damages remains. Any financial discount made or other form of payment agreed to the Customer’s advantage is canceled and becomes ineffective. In case of late payment by the Customer, any amount due becomes immediately payable. Payments are always and in any case due within the agreed terms even in case of delayed arrival of goods or damages, partial or total losses occurring during transport, as well as in the event that the goods made available are not collected by the Customer.
7. Delivery
7.1. The delivery is ex-works (Incoterms 2010) the delivery place that is indicated in the Customer Order Confirmation. In case of no specification in the Customer Order Confirmation the delivery is ex works (Incoterms 2010) 2010) VALIAMO s.r.l. Via Bassanese 61, 31044 Montebelluna (TV), Italia.
7.2. The delivery terms are those indicated in the price list or official documentation of Valiamo. The terms – excluding the day of arrival and delivery – are approximate and in working days, and do not have the nature of essential terms but are purely indicative.
7.3. Any delay by the Customer in the payment of previous supplies (unpaid, deferred, etc.) will give VALIAMO the right, also under Article 1461 of the Italian Civil Code, to suspend ongoing supplies by the Seller.
7.4. Any delay due to force majeure or acts or omissions of the Customer is not attributable. If the impediment is not temporary, VALIAMO shall have the right to terminate the contract. If the impediment is temporary, the period for delivery or performance of services will be extended or the delivery and service deadlines will be postponed for the entire duration of the impediment.
7.5. Subject to the provisions of Article 7.4 regarding force majeure, if VALIAMO fails to make a delivery or provide a service or, in any case, is unable to make deliveries or provide services for any reason, VALIAMO’s liability shall be limited to what is provided for in Article 10 of the General Terms.
8. Retention of Title
8.1. Notwithstanding delivery and the passing of risk in the products, the title of property in the products shall not pass to the Customer until VALIAMO has received payment in full of the price of the products sold by VALIAMO to the Customer for which payment is due.
9. Warranty
9.1. Any complaints regarding the condition of packaging, quantity, number, or external characteristics of the Products (apparent defects), stains, cracks, accidental breakages, must be notified in writing to Valiamo by certified mail within 3 days after delivery by the Customer. Any complaints about defects not detectable by diligent inspection at the time of receipt (hidden defects) must be notified in writing within 8 days from the date of discovery of the defect and in any case within the expiration of the maximum legal warranty period, starting from the receipt of the Device by the Customer, which is agreed to be 12 months. Valiamo undertakes to remedy any defects, lack of quality, or non-conformities of the Products exclusively attributable to it, if reported promptly. Valiamo may choose to repair (within 15 working days from receipt of the products) or replace the defective Device, or refund its price. Given the nature and complexity of Valiamo’s products, there is no warranty for any small imperfections, color nuances, streaks, and/or others that are not always avoidable or eliminable, even with the most accurate choices. It is understood that the warranty (consisting of the obligation to repair or replace the Devices, or refund their price) is exhaustive and replaces the warranties or liabilities provided by law, and excludes any other liability of Valiamo (whether contractual or non-contractual) arising from the supplied Products (e.g., compensation for damages, lost profits, recall campaigns, etc.), expressly excluding any liability of Valiamo for direct or indirect damages, incidental, consequential damages, for improper assembly, or non-use. In particular, damages due to flooding and/or ruin of materials, fires and/or electrical phenomena, damages suffered due to death and/or injuries and/or illness to the person, or resulting from allergic reactions to the same are excluded. Demonstrative or test Systems and those installed as showroom and exhibition models are excluded from any warranty. Devices to be repaired under warranty must be sent by the Customer to Valiamo at the Customer’s expense, with a copy of the sales tax document.
9.2 VALIAMO is not liable in the event of slight or ordinary negligence (i.e. below gross negligence) by VALIAMO or by its executive bodies, statutory representatives, employees or other vicarious agents.
9.3 In case VALIAMO provides technical information or advice that does not fall within the scope of the services contractually provided and owed by VALIAMO, the information or advice will be provided free of charge and with the exclusion of any liability and warranty.
9.4 VALIAMO is not responsible for incorrect or improper use of the products; the Customer must ensure and verify that the System is suitable for the intended use.
9.5 It is therefore understood that the Customer is fully responsible for the choice of purchased material and its suitability for the intended use.
10 Software and data Warranty
Each party is aware that the Software is installed on a third-party digital platform/network (e.g., Meta – Oculus), which is not under VALIAMO’s control; VALIAMO is therefore relieved, released, and disclaims any responsibility towards both the Clients and third parties for delays, malfunctions, suspension, and/or interruption of the Software’s operation, if attributable to the aforementioned digital platform or digital network, including malfunctions of services, data loss, accidental dissemination of personal or sensitive data, and any other type of damage resulting from attacks by hackers, thieves, hackers, crackers.
11 Technical Disclaimer
Each party is aware that the System uses Virtual Reality, which is not a medical practice and cannot be equated to medical sedation, pharmacological sedation, or any other technique generally used for sedation and/or anesthesia in the medical field. It is an experiential and non-invasive approach designed to alleviate anxiety and improve people comfort during certain procedures.
Clients undertake to advise every user to consult medical professionals for their specific healthcare needs and to rely on established medical practices for sedation and anesthesia. The Device, in particular, is not a medical device and is not intended to diagnose, treat, cure, or prevent any disease. The use of the System should be considered as supplementary support and never a replacement for traditional sedation techniques. VALIAMO disclaims any responsibility in this regard and is hereby released from any liability.
12.0 Confidentiality and Privacy
12.1. Information related to VALIAMO and its products exclusively belongs to VALIAMO, regardless of its nature, content, and support. They are strictly confidential and covered by secrecy. Therefore, any disclosure or use, direct or indirect, of the aforementioned information without prior written consent from VALIAMO is expressly prohibited.
12.2. Pursuant to Legislative Decree 196/2003 and GDPR – EU Regulation 2016/679, the parties give their consent to the processing of their data for the purpose of executing this offer/proposal, as well as for the free use of their name, as a public reference on commercial and/or advertising operations by VALIAMO, to be carried out in any case with the utmost correctness.
13. Applicable Law – Jurisdiction
13.1. These General Terms and contracts concluded between VALIAMO and the Customer, and in any case the relationships arising in application of these General Terms and any other contract signed in accordance with them, shall be governed exclusively by Italian law.
13.2. Any dispute relating to the interpretation, validity, effectiveness, or execution of the General Terms and the contracts governed by them shall be exclusively submitted to the jurisdiction of the Italian Judge and the exclusive territorial jurisdiction of the Court of Treviso.
13.3. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not be applied in any case, even if the conflict rules on jurisdiction according to the clause were to lead to its application.
14 Partial Nullity
14.1. If the contract or the General Terms were to be incomplete, the matter shall be governed by legally valid provisions that the parties would have agreed upon had they noted the incompleteness of the regulation and in accordance with the economic objective of the contract and the subject of the General Terms.
14.2. The nullity of some of the clauses of the General Terms shall not invalidate the other clauses of the General Terms.
For express approval, in accordance with Articles 1341, para. 2, and 1342 of the Italian Civil Code, on the content of the following Terms and Conditions of VALIAMO Srl: 2. Products in Rental, Loan, on Trial; 5. Resale; 6. Prices and Payment; 8. Reservation of Ownership; 9. Warranty; 10 Software and data Warranty; 11 Technical Disclaimer; 13. Applicable Law – Jurisdiction.
