GENERAL ONLINE SALES CONDITIONS of ORNELLA PROSPERI B&B s.r.l., with registered office in Via Ceradini Giulio n. 6, Milan (MI), Italy, VAT n. IT10412330960 , e-mail …, p.e.c. email@example.com (Italian legally certified e-mail) … (hereinafter, Seller); who manages activities relating to the sale of products to other professionals (B2B) (hereinafter, Buyer) on the website … (hereinafter “Website”) Whereas by the expression “General Online Sales Conditions”, is meant the sales contract relating to the consumer goods of the Seller executed between the Seller and the Buyer as part of a distance sales system organized by the Seller; • these sales condition govern the online sale between the Seller and the Buyer, • this preamble is an integral and substantial part of the contract; the following is agreed:
1. PURPOSE OF THE CONTRACT 1.1 These general conditions, placed at the disposal of the Buyer for reproduction and filing pursuant to art. 12, Leg. Decree no. 70 dated 9 April 2003, refer to the purchase of products, made at a distance and through computer network and specifically through the Website internet … belonging to the Seller. 1.2 By means of this contract, the Seller sells and the Buyer purchases, respectively, at a distance, the products indicated and offered for sale on the Seller’s Website; the main characteristics of the products are provided and described on the Website, with an overall presentation of each which is faithful, truthful, correct and not misleading. In this respect, it is pointed out that due to the characteristics and the technical limits of photographic reproduction of the products on the Website the image of any one product may not be representative of its characteristics.
2. ACCEPTANCE OF SALES CONDITIONS 2.1 All purchase orders will be sent by the Buyer to the Seller following registration on the Website and entering of ID and PW with access to a reserved area by means of secure protocol and, therefore, through the completion of the indicated purchasing procedure. The Buyer is strictly forbidden from entering false and/or invented, and/or fantasy data during the registration procedure using the specific electronic form. The Buyer holds the Seller harmless as regards all liability deriving from the issuing of erroneous tax documents due to errors relating to the data provided by the Buyer, the latter being the only party responsible for correct data entering. 2.2 These sales conditions must be examined “online” by the Buyer, before the completion of the purchase procedure. The sending of the purchase order by the Buyer therefore implies the complete knowledge of same and their complete acceptance. This means that the Buyer fully accepts these sales condition and undertakes to observe the general and payment conditions indicated below in its relations with the Seller. 2.3 The acceptance of the sales conditions must be indicated by affixing “flags” in the field provided.
3. PURCHASE PROCEDURES AND SALES PRICES 3.1 The sales prices of the products (hereinafter “Sales Price”) on the Website are expressed in Euro. The Sales Prices of each product will be clearly indicated together with the total purchase price calculation procedures (so-called End Price), which as specified at par. 6.1 could be made up of the total of the Sales Price and the carriage and delivery costs of the products by couriers and/or forwarders appointed by the Seller. The Buyer, at the time of online purchase, will make use of the “Proceed with payment” button to signify both confirmation of acceptance of the sale in question, and of the shipment and delivery procedures chosen by the Buyer, and of the sending of the purchase order in the identified quantities and of the obligation to pay the Seller the End Price. Once the order has been sent, it will no longer be possible to amend it in any way. 3.2 The Sales Prices and the End Prices shall be deemed inclusive of VAT and all other applicable levy and tax. Outside the EU, national taxes and customs duties are to the charge of the buyer. 3.3 The Seller, after checking the availability of the selected product, will formally confirm the received order by email and only from that time on will the Seller’s obligations become effective for the sale and dispatch of the products in accordance with this contract. 3.4 The Buyer expressly attributes to the Seller the faculty to confirm, including only partially, the order made (e.g., in the event of all the ordered products not being available). In such case, the contract shall be deemed executed only in relation to the goods actually available and confirmed by email by the Seller.
4. CONTRACT EXECUTION 4.1 The Contract executed through the Website shall be deemed executed at the time the Buyer receives, via email, a formal order confirmation pursuant to art. 3.3 above, by means of which the Seller accepts the order sent by the Buyer and informs it that it is able to execute the order itself. The Buyer therefore undertakes to print and store these general conditions, already read and accepted as an obligatory step in the purchase procedure, as well as the specifications of the product to which the purchase refers, and this for the purpose of fully complying with legal provisions. 4.2 The Contract shall be deemed executed in the place where the Seller’s registered offices are located. Excepting in cases of impossibility to provide services for reasons beyond the control of the Seller and/or a condition of momentary technical malfunction of the software or the purchasing system of the Website which make presume as available products which are not in fact available, the latter undertakes to provide the selected products following receipt of payment of the End Price due pursuant to this contract. 4.3 The Seller shall not be deemed responsible with respect to the Buyer, except in the case of wilful fraud or serious fault, for disruptions or malfunctions relating to the use of the Internet which are beyond the control of the Seller.
5. PAYMENT CONDITIONS 5.1, The Buyer acknowledges and accepts that – at the date of sale of the objects to which this contract refers – payment by the Buyer shall be made only: A) by bank transfer to the IBAN coordinates provided by the Seller by email; in this case the contract shall be deemed executed and the order shall only be executed following payment of the price onto the Seller’s current account within 5 (five) workdays; after such time, the order will be deemed cancelled; 5.2 The Seller disclaims all liability for any fraudulent and illegal use which might be made by third parties of the credit cards and of the other means of payment, at the time of payment of the purchased products, as long as it is able to prove having taken all possible precautions according to the best state of the art and ordinary diligence.
6. DELIVERY PROCEDURES 6.1 Shipment of the purchased products in Italy and Europe is free of charge for orders exceeding € …; in the case of lower-value orders, the shipment cost amounts to € …. Shipment to countries outside the EU has a cost of € … for any order amount. 6.2 The Seller will deliver the ordered products to the Buyer, to an address indicated by the latter on the purchase order, according to the procedures indicated in the above articles, using an UPS courier with Standard or Express service. Products will be shipped to Italy in … business days (Monday-Friday) from order confirmation.In EU in … days; extra EU in … days. . 6.3 The Buyer may check the progress of the purchase by accessing his/her personal profile created on the Website. 6.4 The Seller shall not be responsible for late deliveries or failure to deliver and/or for any additional costs sustained by the Buyer if due for customs operations and controls and/or wrong or incomplete notification of the address by the Buyer and/or due to circumstances beyond the control of the Seller and/or due to fortuitous or force majeure cases. 6.5 Upon receipt of the goods, the Buyer must check the integrity of the package and products and the conformity of the product delivered to it on the basis of the placed order, and is also obliged to immediately inform the Seller of any tampering or damage affecting the package and the products. In any case, the Buyer shall hastily ensure the Seller is informed of any problems affecting receipt of the products so as to enable the Seller to make a better quality control of the services rendered – directly and/or through third parties – pursuant to this contract. 6.6 Where it is not possible to deliver the product due to fact or fault attributable to the Buyer, the latter forthwith authorizes the Seller to deduct from the reimbursement due for the price paid the shipment costs sustained, as well as any customs costs paid or to be paid.
7. WARRANTIES 7.1 In case of queries, claims or suggestions, the Buyer can contact the Seller at the e-mail address …
8. INTELLECTUAL PROPERTY RIGHTS The ORNELLA PROSPERI trademark and the figurative and non-figurative trademarks as a whole, and more in general all the other trademarks, illustrations, images and logos on the products, relative accessories and/or packaging, whether registered or not, are and remain the exclusive property of the Seller 16. The total or partial reproduction, amendment or use of said trademarks, illustrations, images and logos, for any reason and on any medium, without express prior authorization, is strictly forbidden.
9. COMPETENT LAW COURT AND APPLICABLE LAW 9.1 This contract is regulated by Italian law with the exclusion of the legislative decree n. 206/2005, concerning sales to consumers (b2c), which are not covered by these general sales conditions. For everything not expressly provided, reference shall be made to applicable legal provisions, to the specific clauses of this contract and, in any case, to provisions of the Italian civil code relating to transactions between professionals /entrepreneur (B2B). If the Buyer does not have a registered office or residence in Italy (and therefore the contract has an international nature pursuant to the CISG) the contract will also be governed by the United Nations Convention on Contracts for the International Sale
of Goods, Vienna 1980 (a.k.a. CISG) 9.2 In case of disputes deriving from this contract or related thereto, the Court of Lecco / Milano (Italy) will have exclusive jurisdiction, with the exclusion of any other court. .
10. FINAL CLAUSES 10.1 This contract cancels and replaces all previous agreements, understandings, negotiations, written or oral between the parties and concerning the purpose of this contract. 10.2 Any ineffectiveness of any of the clauses shall not affect the validity of the contract as a whole. 10.3 These general sales conditions have been drawn up in the English and Italian languages. In case of problems concerning the construal thereof, the parties agree that the authentic and effective text shall be that in the Italian language.
ACCEPTANCE OF GENERAL CONDITIONS BY BUYER Pursuant to and by the effects of articles 1341 and 1342 of the Italian civil code, the Buyer declares having carefully read the contract and expressly approving the following clauses: Art. 2 (Acceptance of sales conditions), Art. 3 (Purchase procedures and sales prices), Art. 4 (Contract execution), Art. 6 (Delivery procedures), Art. 7 (Warranties and conditions of assistance), 9 Art. 9(Competent law court and applicable law).
Last updated: June 21, 2019