ARTICLE 1 - DEFINITIONS, SUBJECT MATTER AND APPLICABLE LAW

1.1 Definitions

In these general terms and conditions of sale:

"Customer" means any person, whether or not they have completed the registration procedure, who purchases one or more products through the Site. The Site is intended exclusively for professional operators, therefore the Customer is always understood to be a 'Professional Customer' working in the sector.

“Butterfly Italia s.r.l.” means the online store published on the website www.butterflyitalia.com, called "Butterfly Italia" and managed by Butterfly Italia s.r.l., with its registered office in Cavenago di Brianza (MB), Via I Maggio, 1, share capital of €15,300.00 (fifteen thousand three hundred/00) fully paid-up, registered with the Milan Business Register under no. 216532, REA of Milan no. 1625551, Tax Code and VAT number 03025840962. Phone: +39 02 95335246, Email: info@butterflyitalia.com

"Site" means, the Internet site www.butterflyitalia.com.

1.2 Seller Party and applicable legislation for this sales contract

Butterfly Italia s.r.l. will act as the seller of all products and services that the Customer chooses to purchase through the Site and receive at their domicile.

The sale of products and the provision of services purchased through the Site is governed by these general conditions, as well as, where applicable, the provisions of the Consumer Code, Legislative Decree no. 70/2003, and the provisions of the Civil Code, for matters not covered herein.

ARTICLE 2 - PURCHASE ORDER, CONCLUSION OF CONTRACT, ORDER STATUS

2.1 Product and service offer on the Site

The offer of products that can be purchased through the Website constitutes an invitation to offer and the order sent by the Client through the Website shall be valid as a contractual purchase proposal, subject to confirmation and/or acceptance by Butterfly Italia as described below.

The characteristics of the products and services offered on the Site are described in the specific information sheets published on the Site. We invite you to read them carefully and understand that some products, even though available on the Site, may not always or immediately be available.

The information sheet for each product clearly indicates whether the product you have selected is "available", which means that the product is physically present in the Butterfly Italia s.r.l. warehouse. If this is the case, the Customer may proceed immediately with the purchase of the relevant product by sending the purchase proposal, according to the procedures indicated on the Site. In the absence of wording, an availability check procedure will be required.

2.2 Order Acknowledgement and Acceptance

After submitting the purchase proposal, the Customer will immediately receive an email confirming receipt by Butterfly Italia and the identification number assigned to the purchase proposal.

In the case of "available" products, the Customer's purchase proposal shall be considered immediately accepted by Butterfly Italia s.r.l.. Therefore, the e-mail confirming receipt shall also be considered as confirmation of acceptance of the purchase order.

Butterfly Italia will proceed with the shipment of the products purchased by the Customer within the times and methods specified in these general conditions.

2.3 Positive outcome of the availability check and conclusion of the contract

In the case of products without the wording "available", the verification procedure will be activated upon receipt of the order. Upon successful verification of the availability of the product, the Customer will receive an e-mail from Butterfly Italia with which the latter will inform the Customer that the products are available and the purchase proposal will then be considered accepted.

2.4 Negative outcome of the availability check

In the event of a negative outcome of the check on the availability of the product, the Customer will receive an e-mail from Butterfly Italia with which the latter will inform the Customer that the Products are not available and that the purchase proposal cannot therefore be accepted. In this case the Customer will immediately receive a full refund of any price paid in advance according to the payment method chosen.

2.5 Order Status Updates

In addition to the updates that will be sent by Butterfly Italia by e-mail, the Customer may also check the status of their order at any time in the dedicated section of the Website.

ARTICLE 3 - PRICES AND PRODUCT CHARACTERISTICS

3.1 Discounted Products

Any purchase by the Customer of products identified as "offer" or expressly indicated as "on limited offer" (or synonyms) is subject to a daily purchase limit of one item per Customer per day.

For specific promotions, please refer to the related regulations posted on the Site.

3.2 Prices

The prices of the products offered on the Site are excluding VAT and do not include any shipping fees or other additional services that may be requested by the Customer.

The price of the services and products illustrated on the Site in the relevant data sheets is the price in force at the time the Customer sends the purchase proposal, as displayed by the Customer on the Site when choosing the product as well as within the proposal itself.

Notwithstanding the above, Butterfly Italia reserves the right to change the price of products and services listed on the Site at any time, at its sole discretion and without prior notice, without providing any guarantee that the products or services will remain available on the Site or that the selling price will remain unchanged for a certain period.

3.3 Product Description

The technical sheets of the products available on the Site, which contain descriptions of the functions and characteristics of each product, are written by the manufacturer of each product concerned.

Butterfly Italia cannot be held responsible for any errors in the technical sheets and/or inaccuracies or for discrepancies between the descriptions of the products and their actual functions and characteristics. The images and photos used in each product’s description sheet are merely indicative and may not fully represent the product’s characteristics, as the product may differ in color, size, or accessories not shown in the image and photos.

ARTICLE 4 - PAYMENT

4.1 Accepted Payment Methods

Products purchased by the Customer through the Site can be paid for by:

• Bank transfer
• Credit card

(1) Credit card

In the event that the method of payment chosen by the Customer is credit card debit, no debit will be made at the time the order is concluded, but only the issue of an authorisation for the amount required for the purchase. The actual debit will take place only at the time of shipment of the product(s).

At no time during the payment procedure is Butterfly Italia able to know information relating to the credit card, the credit card number or the Customer's financial, asset and personal information. The payment order is, in fact, transmitted - via a protected connection - directly to the portal of the bank or financial company expressly indicated, at the time of the Customer's confirmation.

Butterfly Italia is in no case responsible and cannot be held liable for any fraudulent or illicit use of credit cards that may be made by third parties during the process of purchasing and paying for products.

Butterfly Italia reserves the right not to accept purchase proposals or to suspend the execution of proposals already confirmed in the event of anomalies or irregularities in payment. In such cases Butterfly Italia reserves the right to request the client to provide additional information and/or to send copies of documents proving the ownership of the credit card used for the purchase. In the absence of the requested documentation, Butterfly Italia reserves the right not to accept the purchase proposal or to terminate any contract already concluded, without this giving the Customer any right to request compensation for damages or to assert other claims.

4.2 Payment Security

In the case of online payments, the data provided by the Customer is transmitted securely to prevent others from reading it.

In addition to the above, the software used to manage the Site is the SSL (Secure Socket Layer) protocol for encrypting data sent over the Internet, and Stripe for transaction security.

To ensure a secure connection, a browser like Internet Explorer (5.x and later), Netscape Navigator (4.x and later), Mozilla Firefox (1.x and later), Opera, Safari, or Chrome, which can transmit encrypted data via Butterfly Italia’s server, should be used.

To know whether you are on a secure connection, simply check that there is the prefix 'https' instead of 'http' in the page address, and that the padlock image visible in the browser's bottom bar is 'closed'.

ARTICLE 5 - DELIVERY OF PRODUCTS PURCHASED THROUGH THE SITE

5.1 Delivery Address

Butterfly Italia shall deliver the products to the address indicated by the Customer in the purchase order.

5.2 Delivery Times and Storage

The products indicated as "available" shall be delivered within the term indicated in the relevant product sheet and/or in the e-mail confirming acceptance of the purchase proposal, and in any case no later than 10 (ten) working days from the sending of the e-mail confirming acceptance of the purchase proposal.

If the products cannot be delivered within the indicated time, Butterfly Italia will contact the Customer within 2 (two) business days after the expiry of the indicated deadline, providing information on the shipment status.

In the event of purchasing several products of different types, Butterfly Italia reserves the right to deliver the individual products at different times and with different deliveries. This choice by Butterfly Italia shall not entail any additional costs for the Client.

5.3 Product Verification by the Customer

The customer is obliged to check, upon receipt of the ordered products:

1. If the number of packages delivered matches the one indicated on the delivery note;
2. if the packaging is intact;
3. whether the delivered product conforms to its purchase order.

The customer, in the event of non-conformity, must sign the delivery note indicating "subject to checking the integrity of the products"; if this is not done, the customer may not subsequently contest the external non-conformity of the Product and its quantity with respect to what was ordered.

5.5 Invoice

The invoice for products (and related services) purchased through the Site will be issued at the time of shipment and will be made available to the Customer directly online.

For orders containing multiple products, separate invoices may be issued based on the shipments made.

5.6 Shipping Costs

An amount for shipping costs may be added to the price of the product purchased by the Customer through the Website. This amount is calculated automatically by the Butterfly Italia system and will be indicated in the purchase order before it is sent by the Customer.

5.8 Unavailability of a product

Butterfly Italia undertakes to do everything possible to satisfy its Customers and to quickly and efficiently process orders sent through the Site.

It may however exceptionally occur that a product indicated as "available" and for which the Customer has made payment at the time of sending the order, is no longer available at the time of acceptance of the purchase proposal by Butterfly Italia. In this case Butterfly Italia shall immediately notify the Client by email. In the event of such inefficiency, and in addition to the legal remedies, the Client shall also receive a coupon from Butterfly Italia. In this case, the determination of the value of the coupon and/or the categories of products for which it is valid will be assessed by Butterfly Italia in relation to the circumstances of the individual purchase.

ARTICLE 6 - LEGAL GUARANTEE OF CONFORMITY

All products purchased through the Site enjoy the legal guarantee of conformity pursuant to the Consumer Code and the Civil Code, as applicable.

6.1 Professional Client

Since these are medical devices that can only be purchased by Professional Customers (i.e. a natural or legal person acting in the exercise of their entrepreneurial, commercial, artisanal or professional activity, or their intermediary), they are covered by the warranty for defects pursuant to art. . 1490 et seq. d.c.; the action of the Professional Customer aimed at asserting the warranty for defects is barred after 1 (one) year from delivery of the purchased product and the related defects must be reported within the terms set out in the art. 1495 c.c.

It should be noted that a conformity defect exists when one of the following situations occurs:

1. the product is not suitable for the use for which it is normally intended;
2. does not conform to the description or does not possess the qualities promised by the seller;
3. does not offer the usual qualities and performance of a good of the same type;
4. is not suitable for the particular use intended by the customer if brought to the knowledge of the seller at the time of purchase and accepted by the seller.

6.2 Cases of exclusion of the Legal Guarantee

However, the Legal Warranty shall be excluded, in accordance with applicable law, if:

1. the products have been repaired or altered by persons other than the manufacturer, Butterfly Italia or any other authorized person; and/or
2. the lack of conformity of the product or products has manifested itself beyond the deadline of 1 (one) year from delivery of the product itself and/or the related request for repair or replacement of the defective product or products has been sent after 2 (two ) months from discovery of the defect; and/or
3. the defects are due (in whole or in part) to bad use, improper use or storage or maintenance or installation, carried out by people other than the manufacturer, by Butterfly Italia S.r.l. or by any other authorized person - or failure to comply with the instructions provided by the manufacturer or other instructions provided by Butterfly Italia together with the Products delivered; and/or
4. at the time of the conclusion of the contract, the Customer was aware of the defect and could not ignore it with ordinary diligence; and/or
5. the conformity defect arises from instructions or materials provided by the Customer.

6.3 Modalities of Activation of the Legal Guarantee

The Legal Guarantee must be enforced directly against Butterfly Italia, in the case of sale of products purchased through the Site with home delivery.

The Customer may assert the Legal Warranty by telephone by contacting Customer Service at +39 02 95335246, by e-mail at customer@butterflyitalia.com or by sending his request by filling in the form.

The staff in charge will provide the Customer with all the necessary information regarding the conditions and procedures for using the Legal Guarantee.

ARTICLE 7 - AMENDMENTS AND PARTIAL INVALIDITY

Butterfly Italia reserves the right to make, at any time, at its sole discretion, any changes, additions and/or updates to the extent deemed necessary and/or simply appropriate to the Site, contents, programs and/or to the other materials contained therein and/or available through the Site itself (including these General Conditions).

For the sake of clarity, any modification and/or update made as above shall not affect Contracts already concluded with Customers prior to the implementation of such modification or update.

Should any provision of this Agreement be declared void, invalid or ineffective, in whole or in part, by any competent court, supervisory authority or administrative authority, the remaining provisions of this Agreement shall not be affected thereby.

ARTICLE 8 - RETURN POLICY

The medical devices present on the Site by their nature and in particular for hygienic and/or health protection reasons cannot be returned if, after delivery, they have been opened. Furthermore, since they are aimed exclusively at Professional Customers, the right of withdrawal cannot be applied to them. In any case Butterfly Italia S.r.L. may evaluate, under specific conditions, the possibility of accepting the return of products purchased online.

Three types of returns can therefore be identified:

1. Returned for credit, only upon acceptance
2. Returned for replacement
3. Returned for repair

8.1 Return for credit

Any return must be authorised in advance by the logistics manager (to be contacted at the email address: segreteria@butterflyitalia.com) and the method of return must be agreed with him/her. In any case, the medical device being returned for credit must be undamaged and still in its original packaging. Return will in any case only be possible if the return request is made within 20 days of purchase.

The product for which the return has been authorised will, once it has been received at the company, be checked in its integrity and only after a positive outcome of the aforementioned check will a credit note be issued.

The cost for shipping the product shall, in any case, be borne by the Customer.

We remind you that any complaints relating to the non-conformity of the product may be made within 7 days of delivery and not at the time of collection, as well as any discrepancies found between the goods received and what is shown on the invoice.

Furthermore, goods delivered with packaging damaged by the carrier, if accepted by the customer, must be accepted with reservation. If rejected, the customer must communicate to the carrier the reason for the refusal (e.g. goods rejected due to damaged/tampered with packaging).

8.2 Return for replacement of the medical device

A return for replacement is understood to be when the medical device is returned because it is found to be non-compliant and replacement is requested. The non-compliance must, in any case, be verified and confirmed in writing by the Butterfly Italia head office. In the event of ascertained non-compliance Butterfly Italia SrL shall send in replacement products with the same codes and in the same quantities as the device to be replaced.

8.3 Return for repair

Returns for repairs of equipment and/or storage of surgical instruments must be made by sending a prior request and awaiting confirmation from the Butterfly Italia logistics office; surgical instruments must be packaged and sterilized before returning. The defect found and/or the repair request to be made must be clearly indicated on the return note.

8.4 The transport document (DDT)

Each returned product must be accompanied by the transport document (DDT) compliant with the ministerial model. Generic documents (blank paper with firm stamp) will not be accepted.

The following data must be included in the transport document:

• Sender's full VAT number (stamp is also acceptable)
• Full address details of the addressee: Butterfly Italia srl via I° Maggio, 1 20873 Cavenago di Brianza (MB)
• Number (progressive) and date of the document
• Description of goods: Article code, description, quantity and in the case of return for credit or replacement (lot number - reference to purchase invoice) in the case of return for repair where available the serial/lot number and description of the defect and the repair request to be made;
• External appearance of goods - Number of packages - Weight
• Reference of the person carrying out the transport (Sender-consignee-carrier)
• Date of take-over - driver's signature

ARTICLE 9 - COMMUNICATIONS, CONTACTS AND COMPLAINTS

Below you will find the contact details to which you can direct any requests, communications and/or complaints relating to your orders, these general conditions or, in general, any contract concluded with Butterfly Italia through the Site.

E-Commerce Manager
Butterfly Italia s.r.l.
Via I° Maggio 1 - 20873 Cavenago di Brianza (MB) - Italy
customer@butterflyitalia.com

For telephone assistance, please call +39 02 95335246 from Monday to Friday (except holidays) from 9.00 a.m. to 5.00 p.m.

ARTICLE 10 - JURISDICTION AND COMPETENT COURT PROFESSIONAL CLIENT DISPUTES

The Contract shall be governed by Italian law and the competent Court shall be that of Monza.

Telephone