GENERAL CONDITIONS OF SALE
1. General Provisions.
(a) The terms and conditions set out below (the “General Conditions of Sale”) form an integral part of the contracts concluded between the Seller and the Buyer for the supply of the Seller's products (the “Products”).
(b) The General Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without the need for there to be an express reference to them or a specific agreement to this effect at the conclusion of each individual transaction.
Any different terms or conditions apply only if confirmed in writing by the Seller.
(c) The Seller reserves the right to modify, integrate, or vary the General Conditions of Sale by attaching such changes to offers or to any written correspondence sent to the Buyer. Such changes will be deemed accepted by the Buyer after 30 (thirty) days from the date of receipt, without prejudice to the Buyer's right to declare in writing to the Seller, within that time frame, any intention not to accept them.
(d) the images on the sales channels are for illustrative purposes only.
2. Offers and Orders.
(a) The Seller's offers are always to be considered subject to final reconfirmation by the Seller, even after acceptance by the Buyer, in particular with reference to quantities, prices and delivery terms.
(b) Orders placed by the Buyer are not considered accepted until confirmed in writing by the Seller. In the event that the Seller fails to provide written confirmation of a verbally negotiated order, the Seller's issuance of the invoice or the Seller's execution of the order will be considered confirmation.
(c) Orders and/or changes to orders placed verbally or by telephone must be confirmed in writing by the Buyer. Otherwise, the Seller assumes no responsibility for any errors or possible misunderstandings.
3. Prices and Payment Terms.
Product prices already include VAT.
The general payment conditions are as follows:
(a) In addition to other remedies permitted by applicable law or by these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments starting from the date on which the right to payment matured, calculated at the official reference rate of the European Central Bank increased by 7 (seven) points.
b) In the event that the Buyer fails to make payment within the terms and conditions indicated by the Seller, or in the event that the Buyer's business is conducted outside the ordinary course of business, including, without limitation, the issuance of seizure notices or protests, or when payments are delayed or insolvency proceedings are requested or initiated, the Seller has the right, at its sole discretion, to suspend or cancel further deliveries and to declare any claims arising from the business relationship immediately due. Furthermore, in such cases, the Seller may request advance payments or a security deposit.
(c) The Buyer shall have no right to make any set-off, withholding or reduction unless its claim to that effect has been finally granted by the competent arbitral or judicial authority.
(d) Payment must be made in full for online purchases; for in-store purchases, a deposit equal to 50% of the product price is required. Failure to pay this deposit will result in the sales contract being deemed not concluded, releasing the seller from any fulfillment or delivery obligations.
(e) Ready-to-deliver products in-store at the time of purchase are marked up by 12% for sales opportunities.
4. Delivery Terms.
(a) delivery is always and in any case expected within 40 days.
The designer will communicate the order pickup date, and the customer will have 30 business days to arrange for collection. After this 30-day period, the seller reserves the right to retain the deposit and put the item up for sale.
For orders placed between November 30th and January 10th, delivery is expected within 60 days.
(a.1) Unless otherwise agreed in writing, any delivery date indicated is not binding on the Seller. Unless otherwise agreed between the parties, the indicative delivery date is the one specified in the order confirmation.
(b) The Seller reserves the right to make reasonable partial deliveries.
(c) Any liability for delivery resulting from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, provisions of public administration, subsequent blockades of export or import possibilities, taking into account their duration and extent, release the Seller from the obligation to comply with any agreed delivery deadline.
(d) The Seller is not obligated to accept returns of products unless expressly agreed in writing. Any costs incurred in this regard are the responsibility of the Buyer.
5. Duty of Inspection and Acceptance of Products.
(a) Upon taking delivery of the Products, the Buyer shall immediately:
(i) check the quality and packaging of the Products and record any objections in the delivery note; (ii) carry out a conformity check of the Products with respect to what is indicated in the order confirmation and record any discrepancies in the delivery note.
(b) In the event of a complaint of defects, the Buyer must comply with the following procedures and terms:
(i) the communication must be made within no more than 2 (two) working days from the date the Buyer takes delivery of the Products. In the event that the complaint relates to a defect which, despite the initial inspection, has remained hidden, the complaint must be made as soon as possible by the end of the working day on which the defect was discovered and, in any case, no later than 8 (eight) working days from the date of delivery of the Products;
(ii) detailed communication must be sent in writing to the Seller within the timeframes indicated above. Any communication made by telephone will not be accepted.
The buyer can easily find the complaint form in the "contact us" section.
(iii) the communication must clearly specify the type and amount of the alleged defects, 8 photographs proving the damage and shipping documents, as well as the original guarantee and proof of payment of the 50% deposit of the price paid at the time of conclusion of the purchase contract;
(iv) the Buyer agrees to make the disputed Products available free of charge, upon simple request by the Seller, for inspection; such inspection will be carried out by the Seller or by an expert appointed by the Seller.
(c) No dispute regarding the quantity, quality, type and packaging of the Products may be made except through communication included on the delivery note, in accordance with the procedure indicated above.
(d) Any Product for which no dispute has been raised in accordance with the procedures and terms set out above shall be deemed to have been approved and accepted by the Buyer.
(e) customized products are exempt from the above-mentioned warranty and return policy due to their intrinsic particularity resulting from the processing carried out on specific request of the customer and not on the basis of pre-established company models – the so-called basic model.
6. Warranty Terms.
(a) The Seller warrants that the Products comply with the technical specifications of the manufacturer.
(b) the Seller, not acting on the goods it markets, delegates the management of the product warranty and therefore also the management of non-conformities linked to intrinsic problems of the product, linked to its quality and safety, to the individual producers of the raw materials.
The Seller is not liable for damages to the Buyer, unless this is required by applicable laws or appears in a written agreement.
General, special or incidental damages, as well as damages resulting from the use or inability to use the Products, are excluded.
7. Limitation of Liability.
(a) The seller assumes no responsibility for the transport of the product: any damage of any nature occurring during the collection and transport phase of the product will be borne by the buyer.
The same applies to return costs in the event of a return for repair or replacement purposes.
(b) The Seller will do everything in its power to deliver the Products within any agreed terms, but in no event shall it be held liable for damages directly or indirectly caused by the delayed execution of a contract or by the delayed delivery of the Products.
(c) the seller is not liable for damages caused by: carelessness, misuse of the items, incidental damages resulting from causes or force majeure.
(d) the seller does not assume responsibility in case of loss or damage of the product caused by third parties;
(e) the seller guarantees a warranty against defects for two years starting from the day on which the full price or the balance is paid upon delivery.
(f) the above-mentioned guarantee will be exercisable only if the internal guarantee present in the box certifying the originality of the product, the receipt or payment receipt is presented.
(g) the two-year warranty provides for the repair or replacement of the product at the seller's discretion and based on the damage reported.
(h) the damages susceptible to warranty are manufacturing defects which result in a macroscopic difference from the model product.
8. Retention of Title.
(a) The Products supplied remain the full property of the Seller until the Buyer has paid the full price thereof and all sums due to the Seller. Until such time, the Buyer retains the Products as fiduciary holder of the Seller and must keep the Products adequately stored, protected and insured.
(b) In the event that in the country in which the Buyer has his domicile, for the validity of the retention of title in favour of the Seller, it is necessary to complete administrative or legal formalities such as, without limitation, the registration of the Products in public registers, or the affixing of marks on them
appropriate seals, the Buyer undertakes from now on to collaborate with the Seller and to carry out all necessary actions in order to obtain for the latter a valid right with reference to the retention of title. 9. Express termination clause
The Seller shall have the right to terminate the contract/order with immediate effect, pursuant to art. 1456 of the Italian Civil Code, by simple written communication, in the event of:
a) delay by the Buyer in paying for the goods, exceeding 7 (seven) days; or
b) violation of the obligations set forth in Article 5;
c) deterioration of the Buyer's financial/asset conditions such as to compromise the regular guarantee of the credit; or
c) liquidation, cessation of business, or insolvency of the Buyer, or subjection to insolvency proceedings of any kind (including debt restructuring agreements with creditors). 10. Processing of Personal Data.
(a) The Buyer's personal data will be processed in accordance with the provisions of European Union and Italian legislation on the processing of personal data (EU Regulation 679/2016; Legislative Decree 196/2003 and subsequent amendments). The Seller informs the Buyer that the Seller is the data controller and that the Buyer's personal data will be collected and processed exclusively for the performance of this agreement and the obligations established by law, a European Union regulation, or other applicable legislation. The Buyer declares that, prior to collecting personal data, it has received from the Seller the information referred to in Article 13 of EU Regulation 679/2016 intended for customers.
11. Applicable Law.
(a) If the Buyer is a person under Italian law, these General Conditions of Sale and all contracts stipulated by the latter with the Seller shall be governed by Italian law, except as provided for in point c) below.
(b) If the Buyer is a person of a nationality other than Italian, these General Conditions of Sale and all contracts stipulated by the latter with the Seller shall be governed by the 1980 Vienna Convention on Contracts for the International Sale of Goods and, insofar as not provided for therein, by the UNIDROIT Principles for International Contracts, as well as, insofar as not provided for therein, by Italian law with the exclusion of the rules of private international law.
(c) In the case of international sales, the retention of title provided for in Article 8 of these General Conditions of Sale is subject to German law.
12. Arbitration. Competent Court.
(a) Any dispute arising between the parties as a result of the interpretation, validity, or execution of these General Conditions of Sale and the related contracts entered into shall be resolved through formal arbitration, in accordance with the Rules of the Arbitration Chamber of the Chamber of Commerce of Alessandria, which the parties expressly declare to know and accept, by one arbitrator appointed in accordance with said Rules. The arbitrator shall decide according to the law. The place of arbitration shall be Alessandria. The language of the arbitration shall be Italian.
(b) In the event of a dispute that cannot be resolved through arbitration, the Court of Alessandria shall have exclusive jurisdiction.
(c) It is further understood that only the Seller, at its sole discretion, will have the right to waive the jurisdiction of the arbitration body referred to in the previous paragraph (a) or the jurisdiction of the exclusive court referred to in the previous paragraph (b) to take legal action against the Buyer, at his domicile and before the Court having jurisdiction there.
13. Final Provisions.
(a) The invalidity in whole or in part of individual provisions of these General Conditions of Sale does not affect the validity of the remaining provisions.
(b) These General Conditions of Sale are drafted in both Italian and English. In the event of any doubts regarding interpretation, the Italian version will prevail.
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Buyer specifically approves the provisions set out below: Art. 1 (b) – Applicability of the general conditions of sale to all contracts; Art. 3 (d) – Failure to pay within the terms and subjection to bankruptcy proceedings; Art. 3 – Prices and payment terms; Art. 4 – Delivery terms; Art. 5 – Duty to inspect and accept products; Art. 6 – Warranty terms; Art. 7 – Limitation of liability; Art. 9 – Retention of title; Art. 11 – Applicable law; Art. 12 – Arbitration. Competent court; Art. 13 Final provisions.
