General terms and conditions of sale
PARTIES TO THE AGREEMENT
- Graziella Braccialini S.p.a = the Seller
- Agent = the person responsible and authorized to sell the collections of the Seller, in its showroom or in other designated facilities
- Client = the retailer or group to whom the Seller's product is proposed for the related purchase
- Brands = Braccialini and Braccialini Tua
ORDER PROPOSAL
1) This order proposal, completed in its entirety - for validity purposes - and signed by the Client directly at the showroom or through the Agent or another person operating on behalf of Graziella Braccialini S.p.a in the role of vendor, constitutes a firm purchase commitment pursuant to Article 1329 of the Italian Civil Code and is intended "subject to acceptance" by the Seller2) The Client acknowledges the Seller's right to accept - fully or in part - or to refuse, at its sole discretion, the Client's order proposal.
3) The order proposal accepted by the Seller by means of the order confirmation implies for the Client the acceptance of the terms and payments obligations agreed as part of the business relationship and specified in the order proposal itself
4) In the event of non-compliance, any favourable conditions granted to the Client (e.g. discounts-deferment) shall be deemed revoked by the Seller
5) This order proposal and the related provision of goods do not give the Client any right or any future business relationship or exclusives of any kind, except for commercial and distribution agreements negotiated at the time with the Seller
PRODUCT
6) The product delivered to the Client shall be as seen on the samples present in the showroom or in the sales catalogue (in case of purchase using this tool). Any minor discrepancies of material and/or metal accessories on the finished product compared to the sample shall not give the Client the right to any claim7) The Seller reserves the right to make minor changes to the product during the production stage, if these are necessary for production optimization and enhancement.
8) Any non-acceptance by the Client of the slightly modified product shall in any case entitle the Seller to request - by way of reimbursement of a part of the production cost - at least 30% of the list price of said slightly modified item
PRICE LIST AND PAYMENTS
9) The price list used for completing the order proposal shall be the official Seller’s price list, as verifiable in the documents held by the Agent or showroom vendors10) The price list itself is to be considered bound both to the reference market and the terms of provision of goods stated in the relevant “box” summarizing the sales conditions specified at the top of the order proposal
11) Any price discounts shall be specified separately and clearly in the order proposal, without variation in terms of value and/or percentage of the official price list stated therein
12) The payment of goods related to this order proposal shall be made in accordance with the conditions stated in the relevant section of the order proposal itself
13) The Client undertakes not to raise any objections (even through legal action) concerning payments for which the Seller has already issued an invoice, and shall raise them only after paying the amount specified in the invoice. Any different transactions shall be agreed between the parties
CANCELLATION OR VARIATION OF THE ORDER PROPOSAL
14) The Client may not, for any reason whatsoever, cancel a signed or delivered order proposal after two weeks from the date of the order (see paragraphs 15-16-17 of the document)15) Any exceptions shall be agreed exclusively with the Seller
16) In any event - bearing in mind the already specified two-week limit - no cancellation whatsoever shall be possible after the closure of the sales campaign
17) The above conditions apply also to any changes to the order itself
SHIPMENT AND DELIVERY OF GOODS
18) The delivery is understood to be completed when the goods are accepted by the carrier or directly by the Client at the Seller's warehouse. The dates specified for the "delivery window"are to be considered indicative and as a "target" date and in any case not binding. Nevertheless, the Seller undertakes to respect the specified/requested delivery terms to the greatest possible extent19) Any unavailability of the provision of goods, or part of provision, due to force majeure and in any case not attributable to the Seller, shall be communicated to the Client as soon as the information is available and shall, in any case, not give the Client any right to an exception or objection and/or request of penalty to be borne by the Seller
20) In the event of outstanding payments or suspended previous supplies, the Seller shall have the right to cancel or not ship a product of the same amount, without obligation of notifying the Client
21) The shipment of the product by the Seller may take place - not necessarily - at different times, compatibly with the availability of the goods in stock. The dates confirmed to the Client shall be intended as indicative and in good faith. The "delivery window" shall be intended as the first and last date within which the Seller is required to ship the goods, without giving rise to a dispute
22) Any delays in delivery shall not give the right to refuse acceptance or cancel the order. They may, however, be the object of a business agreement between the Seller and the Client concerning preferential conditions for the return of goods
23) For partial shipments in different consignments - requested by the Client and not attributable to the Seller - and for amounts below € 700, a contribution equal to 3% of the invoice amount shall be requested from the Client
DEFECTIVE GOODS
24) The Seller guarantees the quality of its products, with the exception of defects that may occur due to transport, improper handling upon opening of boxes by the Client, incorrect use by the end-customer25) With regards to requests for returns or complaints, and without prejudice to the rights provided by the law on consumer protection, these must be sent to the Seller within 10 days from delivery in case of obvious defects, and within three weeks in case of hidden defects. The right to submit a claim for a specific product shall expire at the end of the sales season of that product.
26) Returns shall not be accepted unless the Seller’s instructions are respected and in any event subject to prior agreement with the Seller. Products returned without authorization will not entitle the Client to issue credit notes or give rise to replacement rights. The Agent can act as an intermediary in such instances of dispute, but shall not have decision-making powers over it
PRODUCT SALES
27) The products/Brands which the order proposal refers to shall be placed for sale in brand shops specified herein28) The Client shall guarantee that the shop possesses all necessary permits and licences pursuant to current legal requirements as well as compulsory health and hygiene conditions
29) Any other use – related to Client-owned stores must be notified to and authorised by the Seller. In particular, products are not to be sold in: other stores, wholesalers, market stands, department stores, etc. For matters concerning web marketing refer to the next point
30) Similarly, any web or e-commerce sale must be communicated to the Seller, for its assessment of reference website adequacy parameters, compatibility of marketing and possible exclusive rights in the specific geographic area. Any active sale (banner on third-party websites, mailing or any web advertising) shall be considered as prohibited outside of the territory designated by the Seller
31) The retail price list for the products included in this order proposal - which derives from the Seller’s experience of market condition evaluation and related to the sales potential of the product - shall be indicated by the Seller to the Client with the request to respect this price list, in order not to create commercial disturbances on the territory. The Client undertakes to respect the price list, since this is not an obligation
32) While taking into account that the Seller cannot impose the final retail price to the Client, the Seller may avail itself of the right to decide - with the related potential business decisions - on any Client actions which go against the Seller’s advice on price and could create discrepancies with other vendors in the same area offering the same product
33) With regards to the calendar period of sales or promotional sales, the Client shall be authorized to apply permitted discounts and in any case in line with the inventory levels of the point of sale.
USE OF TRADEMARKS/BRANDS
34) The Client acknowledges that the Seller is the exclusive owner of the trademarks/brands and undertakes to use them only for the purpose of product identification and advertising35) No trademark or other distinctive sign of the Seller may appear on shop signboards, company names or elements identifying the Client, without prejudice to a possible prior agreement with the Seller
36) The Client also undertakes not to use, register or arrange registration of trademarks, distinguishing elements identical or similar to those of the Seller
37) Any promotional or advertising activity by the Client requiring the use of Trademarks/Brands owned by the Seller must be previously submitted for approval to the latter
38) Any initiative which does not respect this requirement will entitle the Seller to take actions to protect both the image and the ownership of the Trademarks
