General Conditions of Sale

1. Definitions

 

In addition to the provisions set forth in other parts of this document, the terms listed below shall have the following meaning.

- “Access Key”: the alphanumerical combination that must be inserted in the Website to access the Companies Section.

- “Company”: the entity acting for scopes referable to its business, commercial, artisanal or professional activity and that owns all the requirements set forth by the law to resell and in general market the Products.

- “Company Profile”: the Profile that each Company shall create – once it is granted an Access Key – in the Companies Section in order to be able to send Orders.

- “Companies Section”: the section of the Website dedicated to companies and only accessible to individuals previously selected by the Seller and to whom the Seller has provided an Access Key.

- “Contract”: the contract for the sale of the Products regulated by the General Conditions set forth herein.

- “General Conditions”: the general conditions set forth herein.

- “Order” the contractual offer for the purchase of Products that is sent by the Purchaser to the Seller based on the procedure set forth in the Companies Section.

- “Party”: the Purchaser or the Seller, collectively defined as the “Parties”.

- “Password”: the alphanumerical combination created by the Company to access its Company Profile.

- “Products”: the Products visible in the Companies Section which may be ordered by the Companies provided with a Company Profile.

- “Purchaser”: the Company who has been provided with an Access Key by the Seller and – having created its Company Profile – orders one or more Products through the Companies Section.

- “Seller” the companyVestopazzo S.r.l., with registered office in Rome, Via Alexandre Gustave Eiffel N. 100 – Commercity D 40 -00148, VAT no. and Tax code no. 13347231006, REA: 1440451.

- “Website”: the website http://www.vestopazzo.it/

 

2. Contractual Parties and scope of the Contract

 

2.1. The General Conditions set forth herein regulate the purchase of the Products by the Purchaser through the Companies Section of the website.

2.2. The Companies Section is exclusively dedicated to the wholesale of Products; therefore only entities that may be qualified as Companies may be qualified as Purchasers. The Purchaser represents and warrants under its own responsibility to possess the abovementioned characteristics. The access to the Companies Section and in any case the purchase of Products by entities different from Companies is not permitted. The mentioned entities may, if appropriate, only access the different section of the Website dedicated to consumers.

2.3. The access to the Companies Section shall only be permitted to the Companies who have been previously authorized by the Seller and that have been provided with a specific Access Key by the Seller. The companies having an Access key may send Orders only after having created their Company Profile.

2.4. Each purchase of Products by the Purchasers is regulated by the General Conditions set forth herein, in the version that shall result as published in the Companies Section at the time the Order is sent by the Purchaser.

2.5. The Seller reserves the right to amend the General Conditions at any time at its own discretion, without the need to grant any prior notice to the users of the Website. Any amendment made shall be effective as of the date it is published in the Companies Section and will only apply to the Orders sent as of that date.

3. Execution of the Contract

 

3.1. The display of the Products on the Website does not constitute an offer to the Public and is not binding for the Seller. It represents a mere invitation to the Purchaser to formulate a contractual offer to the Seller, to be considered irrevocable under article 1329 of the Italian Civil Code for a term of 30 (thirty) days as of the time the Order is sent.

3.2. Once the Purchaser has sent the Order (pursuant to article 4 of the General Conditions set forth herein), the Seller will send the Purchaser an email confirming receipt of the Order and right after it will contact the Purchaser on the phone (at the contact details provided by the Purchaser at the time the Company Profile is created) in order to determine (i) the quantity of the Products (based on the actual availability), (ii) the shipping methods; (iii) the payment methods. Every other aspect of the Contract will be regulated, without exceptions, by the General Conditions set forth herein. The contract shall be intended as executed only when the Parties will agree upon points (i), (ii), (iii) mentioned above. The last notice sent to the Seller in chronological order (irrespective of the means used it being a phone call, an email, etc.) will prevail on the previous ones.

4. Sending of the Orders by the Purchaser

 

4.1.The Purchaser may order Products displayed in the Companies Section by inserting the desired products in the virtual cart.

4.2. Before the Order relating to the Products inserted in the cart is sent, the Purchaser shall explicitly accept the General Conditions set forth herein by clicking on the specific boxes displayed on the Website. Finally, by clicking on the space provided, the Purchaser may confirm its Order, which will, this way, be finally sent to the Seller and will produce the effects described in article 3.1. of the General Conditions set forth herein. Based on the type of Products or on the identity of the single Company, prior to or following the sending of the order, the Purchaser may also be requested to select a shipping method and the payment method amongst those available.

4.3. The availability of the Products, the shipping methods, the delivery schedule and any other information that might not be available on the Website prior to the sending of the Order shall be communicated to the Purchaser following the receipt of the Order by the Seller, with the modalities set forth in article 3.2. of the General Conditions set forth herein.

5. Delivery and acceptance of the Products

5.1. The Purchaser acknowledges that, save for the case in which the Parties should have agreed upon payment upon delivery, the Products will be shipped only after the Seller has duly received the purchase price of the Products. In any case, pursuant to article 1510 of the Italian Civil Code, the Seller will be released from the obligation to deliver the Products returning these to the courier.

5.2. Once the Purchaser receives the Products it shall proceed to verify the status of the Products in a timely manner and, by way of derogation of the terms set forth in article 1495 of the Italian Civil Code, it shall inform the Seller of any defect, including hidden defects (if any) within 7 days as of receipt. Upon expiry of the mentioned term the Products will be considered for all purposes as irrevocably accepted.

6. Prices and costs

 

6.1. The price of the Products is displayed on the Website at the time the Order is sent. The prices displayed on the website do not include VAT nor shipping costs. The latter information will be communicated to the Purchaser pursuant to article 3 of the General Conditions set forth herein.

6.2. In case the Products must be sent to a country different from Italy, the Price of the Products shall be intended as not including any customs duties and any other tax on sales, that the Purchaser hereby undertakes to pay, if due, in addition to the Price of the Products and of the shipping, in accordance with the legal provisions of the country where the Products will be delivered. The Purchaser is invited to acquire information from the competent authorities of the country of destination of the Product in order to obtain information on any customs duty or tax applied. Any additional cost, burden, tax and/or duty that a country should apply for any reason to the Products will be borne exclusively by the Purchaser.

6.3. The Purchaser declares that the fact of being unaware of costs, burdens, duties or taxes described herein at the time an Order is sent may not determine the termination of the Contract and that the Purchaser may not in any way charge the abovementioned costs to the Seller.

7. Guarantee

 

7.1. Once the Products are accepted pursuant to article 5 of the General Conditions set forth herein, the Products will not be covered by any guarantee whatsoever.

7.2. In the event that, during the verification phase described in article 5.2 defects or non-compliance aspects should emerge, the Purchaser shall inform the Seller within 48 (forty- eight) hours as of the time they are discovered by sending an email to the following address: info@vestopazzo.it, describing the defect found and enclosing at least n. 1 (one) photograph of the relevant Product and the related invoice.

7.3. Following the communication by the Purchaser, the Seller shall evaluate the alleged defects reported by the Purchaser and after having carried out the due verifications, it will decide whether it intends to authorize the returning of the Products. The authorization to return the Products shall not constitute in any way an acknowledgment of the defects alleged by the Purchaser the existence of which shall be ascertained after the Products are returned. The Products of which the Seller has authorized the returning shall be returned with costs borne by the Seller pursuant to methods which shall be agreed upon from time to time.

7.4. In case the Seller shall recognize the existence of the defects alleged by the purchaser, the Parties will agree, in good faith, upon the methods to solve the problem (by way of example, the sending to the Purchaser of other Products substituting the others or the refund of a portion of the price paid by the Purchaser for the defective Products).

8. Security

 

8.1. The Company undertakes to keep and use the Access Key and the Password with maximum confidentiality and due diligence and it will be liable for conducts carried out by means of the Companies Section.

8.2. The Company undertakes to timely communicate in written form to the Seller any unauthorized use of the Access Key or of the Password and any other violation of security which the Company might be aware of, including any theft or loss of the Access Key or the Password.

8.3. In case the Password should be lost, it may be reset through the Website (through the specific function “reset your password”) or a new temporary password may be requested by writing to the following address: info@vestopazzo.it.

9. Purchaser Data protection

 

9.1. Certain personal data concerning the Purchaser may be requested by the Website in order to create the Company Profile, send the Orders and therefore enter into the Contract. The Company hereby acknowledges that the personal data provided will be registered and used by the Purchaser in compliance with the Italian legislation provided by Legislative Decree no. 196/2003, in order to execute each order sent by means of the Website and for any additional activities as described in the specific information notice on data protection displayed on the Website.

9.2. The Purchaser represents and warrants that the data provided to the Seller during the process of registration and purchase are correct and truthful.

9.3. The Purchaser may, at any time, update and/or modify its personal data provided to the Seller in its Company Profile.

9.4. For any further information on the methods of processing of the personal data concerning the Purchaser please refer to the section Privacy Policy.

10. Applicable law and competent Court

10.1. The General Conditions set forth herein and any Contract will be regulated and interpreted based on Italian Law.

10.2. Any dispute concerning the Contracts or in any case arising from the application of the General Conditions set forth herein shall be exclusively devolved to the Court of Rome.