GENERAL SALES CONDITIONS
General sales conditions
The general sales conditions (“CGV”), which govern the transaction between the Client and the Seller are the ones in accordance with the Italian Civil Code art. 1470 and the following ones and/or of D.lgs. 206/2005 (c.d. Consumer Code), where applicable. In particular, notwithstanding the existing provisions and in addition to them, both parties agree on the following clauses:
1. PRICES AND CONDITIONS
The present CGV cancel and replace all previous ones and all previous price lists. The price list is valid for one year, except for different written communication from the Seller. The indicated prices do not include assembly or transport or installation costs of the product. The indicated prices are in Euro.
2. USE
Goods are sold from the Seller exclusively for domestic and/or residential use. Any kind of different use (by way of example and without limitation: use in public spaces, offices, accommodation facilities, airports, ships, cruises, waiting rooms or other high-traffic environments/places) must be considered as improper use and not covered by warranty of the Seller, nor any liability on the part of the Seller can be identified.
3. ACCEPTANCE OF THE ORDER
Client must send to the Seller an accurate and complete purchase order, so that it can be processed.
Purchase order can be accepted or refused by the Seller at his sole unquestionable discretion. In the event of non-acceptance of a purchase order, nothing shall be due to the Client by way of refund, compensation, indemnity or any other title. The sales agreement between Seller and Client shall only be considered finalised when the Seller has sent the order confirmation, that also specifies any special terms and sales conditions. Any changes to the purchase order must be accepted by the Seller and it is hereby specified, that changes can only be accepted if production has not begun yet.
In case of changes in the purchase order, additional costs may be charged to the Client.
4. DELIVERY OF THE GOODS
Unless otherwise agreed in writing, the Seller shall make the goods available to the Customer EXW (Ex Works). The Client, so, undertakes all the costs, risks and responsibilities of the transport, included loading, handling, shipping, insurance and all export and import customs formalities and all export and import duties and taxes. The only obligations of the Seller are to prepare the goods and to provide all the necessary export documents. Therefore, the Client is liable for any loss and/or failure and/or damage of the goods from the moment they are released to the carrier.
5. ADMINISTRATIVE COSTS, CUT OF FABRICS AND COVERS
For orders with an amount less than € 1.200,00 (net amount), a fixed amount of € 70,00 (net amount) will be added in the invoice, as case management; for orders with an amount more than € 1.200,00 (net amount), there are no extra fees added as case management.Extra covers, cut of fabrics or spare parts with an amount less than € 1.200,00 (net amount) can be
delivered as per Client’s choice, in the following ways:
- by express courier with charging the total transport cost, apart from the ordered goods amount;
- by forwarders, without transport cost charges, in combination with other deliveries already subject to a specific order.
In any case, the payment will be in advance.
6. DELIVERY TIME
Conditions and delivery terms are to the Seller’s discretion. The Seller reserves the right to carry out an order in different stages. The terms of the delivery indicated in the order confirmations are approximate and, therefore, the Client since now accepts that delivery terms may change. Penalties and/or responsibilities for delays in delivery are therefore excluded.
7. PRODUCTS INFORMATION AND SAMPLES
All products information (dimensions, descriptions, prices, fabrics and leathers colours, woods and metals and marbles colours, etc…) contained in the price list or any other sales and promotional material have indicative value and may be subject to minimal changes.
All samples or models displayed in the shops are subject to a tolerance in terms of colour variation, comfort, materials and dimensions.
The dimensions indicated in the price list are in centimeters and refer to the overall size of the models, including protrusions. In consideration of the nature and working of the used materials, dimensional changes of +/- 2% are possible.
The products may have changes in the time, due to natural or use reasons; potential additions, changes, replacements or repairs may have different tones or anything else.
Requests of any potential “non-standard” modification must be authorized and accepted in advance by the Seller and, regardless their entities and type of cover, a price increase of 30% will be charged.
If the Seller accepts to sell products indicated as “until sold out” in the price list, the Seller’s commitment shall be understood to be conditional upon the actual availability of such products. The Seller can not be held liable in any way for the depletion of products. In the event of out-of-stock products, the Seller shall reject the order, without the Client being entitled to claim any refund, compensation, indemnity or any other form of compensation.
8. CHANGES
The Seller reserves the right to make any changes, that deems appropriate to its products without prior notice thereof, if they are necessary and in order not to interrupt the continuous process of improvement and technical updating of the production.
9. RIGHT OR LEFT
The use of the terms right or left should be understood with reference to the position of the person standing and looking at the model.
10. PAYMENTS
Payment conditions and terms shall be defined by the Seller in the order confirmation.
The Client is required to pay the price as stated in the sales invoice to the Seller's registered office.
From the due date until actual payment, the Client shall be liable for interests on arrears as provided for by Legislative Decree 231/2002, unless the Client is a consumer.
Any acceptance of credit titles in payment by the Seller shall always be subject to successful completion, without novation of the underlying relationship.
The Seller has the right to suspend performance of the service when the Client's financial circumstances have become dangerous for the payment being processed of the price pursuant to Article 1461 of the Italian Civil Code.
In the event of deferred payment, delay in payment, even partial of one part, entitles the Seller to request immediate settlement of all outstanding amounts pursuant to Article 1186 of the Italian Civil Code and to suspend immediately the execution of any pending or future orders, pursuant to Article 1460 of the Italian Civil Code, without prejudice to any other remedy provided for by law or by these CGV. The Client hereby waives any contrary claim.
11. EXPRESS TERMINATION CLAUSE
If the Client fails to fulfil or partially fulfils his payment obligations, the contract shall be terminated by law pursuant to and for the purposes of Article 1456 of the Italian Civil Code.
This express termination clause shall take effect when the Seller declares his intention to invoke it by means of written communication via certified email (PEC) or registered letter or by any other means of communication suitable for proving receipt of the communication by the recipient. All further legal remedies shall remain unaffected.
12. MAJEURE FORCE
The parties shall not be liable for failure to fulfil their obligations if such failure is due to force majeure. Force majeure shall mean any impediment that is completely beyond the organisational capacity of the parties and over which the parties themselves have no control, including, by way of example only and not exhaustive, war, rebellion, riot, acts of terrorism, embargoes, acts of authority, whether legitimate or illegal, plague, epidemics, natural disasters, extreme natural events, explosions, fires, national strikes, lockouts, lockdowns, government injunctions, etc.
In the event of force majeure, the fulfilment of the obligation incumbent upon the parties shall be suspended. The Party intending to use the suspension must notify the other Party of its intention in writing within 15 (fifteen) days of the onset of the force majeure event and subsequently notify the other Party of its cessation within 15 (fifteen) days. The party prevented from fulfilling its obligations shall cooperate in full with the other party, in order to reduce the harmful consequences for the latter.
Finally, if the force majeure event lasts for more than 90 (ninety) days, both parties shall be entitled to terminate the contract by sending written notice to the other party, without either party being liable for compensation, indemnity or any other sums.
Where one party invokes force majeure, it shall be responsible for providing adequate and comprehensive proof of the force majeure event by means of appropriate documentation, including technical/expert reports. To this scope, the party invoking force majeure shall, when undertaking the appropriate technical checks, promptly notify the other party so that the latter, if deemed appropriate, may participate in the technical checks.
Under no circumstances the Client may invoke force majeure after the agreed delivery date has expired.
13. COVERS
The lengths indicated in this current price list refer to solid colour fabrics with a useful width of 140 cm. In case of: narrower fabric, patterned fabrics and velvet, please contact the Seller to establish the exact fabric requirements.
14. CLIENT’S OWN MATERIAL (COM)
For products covered with fabrics supplied by the Client, the prices are the ones in the “Client Fabric” category, quoted in the COM column.
COM fabrics must always be provided to the Seller free delivered/free of charges; on these fabrics the “front” and the “back” sides of the fabric must be specified and, in case of patterned fabric, the “top” and the “bottom”. If not specified, the Seller can not proceed with the production and, therefore, the Seller has the right to refuse the order. Unprocessed fabrics will be made available by the Seller for collection by the Client at the latter's expenses. If the collection does not take place, the Seller shall be entitled to return the fabric to the Client and charge to him the costs incurred.
For this reason, it is recommended to send a sample of the COM, to verify it and have production approval.
For fabric with lower width than cm. 140, extra costs will be added.
IMPORTANT: as COM are supplied by the Client, the Seller will not assume any responsibility on the technical characteristics and also on the quality of the materials and on the aesthetical results of the product.
15. COORDINATES AND ADDITIONAL PIECES
The prices of the covers made of different fabrics with different categories must be increased of 15% (for beds +20%) on the higher category price, with the addition of at least one loose cushion.
In case of using two different fabrics in the same category price, if not indicated in the description of the model, an increase of 15% (20% for the beds) must be added.
16. TOLERANCES
For technical and production reasons, the uniformity and consistency of colours of the used materials can not be guaranteed over time. This applies to fabrics, leathers, woods, lacquers, glasses, etc. The sample colour ranges in the box are approximate. In case of covers replacement, due to the physiologic deformation of the padding caused by the prolonged use in time, some dimensional differences, above all in the seats and backrests, are possible. With the order the Client accepts these tolerances.
17. MAINTENANCE
Strictly follow the specific instructions indicated in the label and/or in the technical sheet, supplied with the product. The Seller does not take any responsibility for damages caused by the failure in following the mentioned instructions, indicated in the label and/or in the technical sheet, provided with the product.
18. WARRANTY
The Seller guarantees the conformity of his products for a maximum period of 24 (twenty-four) months, starting from the date indicated on the invoice, if the products are used in conformity of the present CGV.
The warranty does not cover discrepancies, faults and/or defects resulting from improper use of the product, i.e. use that does not comply with the instructions in these CGV and/or otherwise inappropriate to the nature of the product (e.g. jumping on the sofa, standing on the chair, etc.).
Products, or even parts thereof, damaged due to improper or incorrect installation, or damaged due to accidental events (falls, natural disasters, blows, etc.), or if the product is disassembled and repaired by persons not authorized in writing by the Seller, or in the event of any defect not attributable to manufacturing defect not attributable to the Seller, are not covered by the warranty.
For maximum clarity, below is a non-exhaustive list of examples of what does not constitute a ‘manufacturing defect’:
- for leathers and cow-hide: different degrees of shine and shade compared to the samples (these products are natural), natural marks, imperfections, wrinkles due to normal expansion of use, variations in the tones of elements produced in different times;
- effect of crumpled linen, chiaro/scuro effects, marks or stains on velvet and chenille;
- crushing of the padded parts due to the use (wrinkles on cover);
- seats or backrests with padding in feather with a puckering and creased effect;
- in the wooden parts: dimensional changes caused by abnormal dryness or humidity, veining, knots and other natural characteristics of wood.
- marble: it is natural material; for this reason, the veining and the colour tone may be different, but they are not to be considered as defects, but quality, that underlines the naturalness of the product.
- direct exposure to natural light or powerful lamps may change the colour of the wood, textiles, leathers and cow-hide.
- natural wear and tear, due to the use.
19. CLAIMS
Claims for damages caused by transport shall be communicated in writing to the forwarder/carrier at the receipt of the goods, with copy only for information to the Seller.
Any differences between the delivery and the order, or possible defects or faults of the delivered products must be sent in writing to the Seller within eight days from the goods receipt. The Seller's liability shall, in any case, expire one year after delivery pursuant to ex Article 1495 of the Italian Civil Code. Only complaints accompanied by the details of the delivery documents relating to the supply (delivery note, invoice, etc.) and complete with all the details necessary for the Seller's assessment shall be accepted. The Seller, after checking any non-conformities, defects/faults in the entire goods or even only in part thereof, shall repair or send replacement, without the Client being entitled to make any further claims. Repair or replacement are the only remedies available to the Client; termination of the contract and price reduction are expressly excluded, except in cases of willful misconduct or gross negligence on the part of the Seller. Returns of goods will not be accepted unless previously agreed and authorized in writing by the Seller.
20. LIMITATION OF LIABILITY OF THE SELLER
The Client expressly accepts that, in any case, the Seller shall not be liable for direct and/or indirect damages claimed by third parties and, in any case, the Seller's liability for direct and/or indirect damages is limited to the amount of the price paid by the Client, except in cases of willful misconduct or gross negligence.
21. PROTECTION OF PERSONAL DATA
The Seller, as Data Controller pursuant to Regulation (EU) 2016/679 (GDPR) and Legislative Decree 196/2003, as amended by Legislative Decree 101/2018 and subsequent amendments and additions (Privacy Code), guarantees that all personal data acquired in execution of these CGV will be processed in compliance with the provisions of the law on the protection of personal data.
The processing will be carried out for purposes strictly connected and functional to the correct execution of the contract and to administrative, accounting and tax obligations, as well as to compliance with legal obligations.
Personal data will be processed in a lawful, correct and transparent manner, in electronic and paper format, adopting all the technical and organizational security measures provided by the Article 32 of the GDPR, to ensure the confidentiality, integrity and availability of the data.
The data may be disclosed exclusively to third parties responsible for managing contractual purposes and to any external data processors appointed pursuant to Article 28 of the GDPR, and will not be disclosed under any circumstances.
The Client, as ‘data subject’, may exercise the rights recognized by Articles 15-22 of the GDPR at any time, including the right of access, rectification, erasure, restriction, objection and data portability, as well as the right to file a complaint with the competent supervisory authority.
The complete information notice pursuant to Article 13 of the GDPR is sent to the Client.
For any requests regarding privacy, the Seller can be contacted at the addresses indicated in the privacy policy.
The provision of personal data is necessary for the conclusion and execution of the sale.
22. JURISDICTION AND APPLICABLE LAW
Any dispute arising between the Client and the Seller concerning the application, validity, interpretation, execution or fulfilment of these CGV shall be subject to the exclusive jurisdiction of the Court of Monza.
These CGV are governed and interpreted exclusively by Italian law, with the exclusion of the rules of private international law that refer to the application of a different law and with the express exclusion of the application of the Vienna Convention of April, 11th 1980 on contracts for the international sale of goods and any other international convention on sales. The mandatory provisions of consumer law remain unaffected.
23. FINAL PROVISIONS
Any communication between the parties may be sent to the addresses indicated in the order.
Any tolerance by one of the parties with regard to conduct by the other party in violation of the provisions contained in these CGV does not constitute a waiver of the rights deriving from the violated provisions, nor of the right to demand the exact fulfilment of all the terms and conditions provided for herein.
If any provision of the CGV or its application is deemed invalid, the invalidity shall not affect the other provisions of this contract. The parties undertake to negotiate in good faith in order to replace the aforementioned invalid or ineffective provisions with valid and effective agreements with content as similar as possible.
In the event of a conflict between one or more provisions of these CGV and one or more provisions contained in the order confirmation, the latter provisions shall prevail.
In any case, any general terms and conditions of the Client shall not apply, even partially, and the Client expressly waives them by sending the order to the Seller.
