General Terms and Conditions of Sale
INDEX
1. Definitions
2. Subject
3. Sale and Purchase Agreements
4. Products Availability
5. Price and shipping costs; tax and duties
6. Order
7. Payment terms
8. Shipping and Delivery of Products
9. Defects / Non-compliance of Products
10. Limitation of Liability
11. Privacy
12. Errors and/or Inaccuracy in the Catalogue
13. Intellectual Property
14. Force Majeure
15. Applicable law and Dispute resolution
16. Miscellaneous
17. Contacts
1. Definitions
The terms and expressions listed below have the meaning indicated hereinafter, being understood that terms defined in the singular are also defined in the plural and vice versa.
– Client: any individual or legal entity that purchases one or more Products for purposes related to its individual, business, commercial or craft activity, accepting these General Terms and Conditions.
– Night Delivery di Gatti Kraus Niccolò & C. SAS, with registered office in Florence, Via di San Niccolò, 76, registered in the Florence Companies Register, Tax Code/VAT Code IT07233290480 – owner of the Catalogue through which the Products are sold. – Catalogue: the catalogue containing Widora’s Products provided by Widora to Clients before the Purchase Order. – Order Confirmation: the e-mail message through which Widora communicates to the Clients the acceptance of the Orders and sends the proforma note related to the purchase executed.
– General Terms and Conditions: these general terms and conditions of sale and any future new versions that may be released by Widora. – Sale and Purchase Agreements: the sale and purchase agreements of the Products stipulated between Widora and the Clients, according to art. 3. – Orders: the purchase orders of the Products e-mailed by the Clients, in compliance with the General Terms and Conditions and according to the procedure set forth in art. 6.
– Parts: Widora and the Clients jointly.
– Price: the sale price of the Products as listed in the Catalogue provided by Widora.
– Products: the products listed in the Catalogue and/or otherwise communicated to Clients by Widora.
2. Subject
2.1 The General Terms and Condition regulate all Sale and Purchase Agreements and form an integral and substantial part of them. 2.2 Widora has the right to change the General Conditions at any time, being understood that those attached to the Order Confirmation, as transmitted to the Clients, will be applicable to the Sale and Purchase Agreements concluded.
3. Sale and Purchase Agreement
3.1 The Sale and Purchase Agreements shall be deemed concluded between the Parties when the Clients proceed to the payment of the proforma note attached to the Order Confirmation and according to the terms specifically indicated by Widora in the invoice.
3.2 In order to conclude the Sale and Purchase Agreement, Clients declare to have read all the instructions provided by Widora with the Order Confirmation and to have read and fully accepted the General Terms and Conditions of Sale.
3.3 The Orders will be stored in Widora’s database according to the procedures and in compliance with the applicable personal data protection laws and will be accessible by contacting Widora at the email address indicated in art. 17.
3.4 It is agreed that the present General Terms and Conditions shall not affect any sales and/or distribution and/or resale agreements specifically signed between Widora and the Client, who shall remain bound by the obligations provided for therein. It is understood that Widora reserves the right to deny the supply of certain Products to the Client in application of the policies that may be provided for by the aforesaid contracts, where applicable to such Products
4. Products Availability
4.1 For each Product included in the Catalogue, Widora indicates whether it is:
(i) available at its warehouse; (ii) not available at its warehouse.
4.2 The type of Products listed in the Catalogue and the relevant availability may change at any time and Widora shall not be held responsible for them towards the Clients.
4.3 The statement regarding the availability of the Products is not binding. In case of unavailability of a Product indicated as available at the time the Order is placed by a Client, only the Price related to the available Products will be charged to the Client. The Products that became unavailable at the time the Client placed the Order will be invoiced and shipped as soon as they become available again.
4.4 Widora reserves the right to not provide the availability of some Products listed in the Catalogue.
5. Price and shipping costs; tax and duties
5.1 The Price is quoted in € (Euro) without prejudice to Widora’s right to apply a different currency in jurisdictions where a different currency is used. The applicable Price is the one listed in the Catalogue at the time the Orders are placed by the Clients, who remain responsible for their purchasing choices in other currencies and for any exchange rate difference. Widora may apply discounts on the Price of Products sold to its clients according to the standards of business practice.
5.2 The Price quoted in the proforma note attached to the Order Confirmation is inclusive of VAT, unless the Client is an individual resident abroad, in which case VAT will be added to the Price as per law.
5.3 Without prejudice to the provisions of art. 8.1., the cost of shipping to the place designated by the Customer who placed the order – provided that it is in Italy – is included in the Price of the Products. The shipment will be arranged by Widora, unless otherwise agreed on a case by case basis by the Parties.
5.4 Any taxes, fees, duties and any other costs provided for by the laws of the State where the Products are shipped and delivered shall be entirely borne and paid by the Clients at the time of delivery of the Products directly to the competent tax or customs authorities or to the courier in charge of the delivery, or at the time of purchase directly to Widora, if it has to bear them for shipping purposes.
6. Order
6.1 Clients, after having seen the Products in the Catalogue, will send a request to Widora by e-mail, text message, WhatsApp or telephone indicating the Product-type and quantity they intend to purchase. At the time of the Order, the Client must clearly indicate to Widora any special requests relating to timing, shipping method of the Products or any other specific requests related to the Order, if any. Widora reserves the right to meet these requests at its sole discretion.
7. Payment terms
7.1 The Clients shall pay the Price of the Products and the shipping costs through the means of payment that will be specified by Widora in the proforma note attached to the Order Confirmation, as provided for in art. 5. Widora reserves the right to change, at any time, the means of payment available to the Clients.
7.2 In case of payment by credit card (where available, pursuant to art. 7.1), after having verified the credit card data and received the payment authorization from the company issuing the credit card used by the Clients, the Clients shall be charged with the Price of the Products and shipping costs pursuant to art. 5 as soon as Widora sends the Order Confirmation. The credit card data submitted during the execution of the Orders are secure and are transmitted directly to the banking company that manages the payments. The payment is made directly on a secure server, with SSL encryption key, in order to guarantee the absolute protection of the transaction. Credit card details are not accessible by Widora or third parties, neither at the time of placing the Orders nor afterwards. In case of payment through bank transfer, the payment will be deemed correctly made – and therefore the Sale and Purchase Agreement effectively completed – only if the Client specifies, in the reason for payment section, the number of the proforma note sent by Widora together with the number of the Order Confirmation. After the transfer has been made, the Client also undertakes to immediately send to Widora an e-mail with the accounting note of the payment executed.
7.3 Widora will send by e-mail a summary document of the Order placed and the related proforma note to the Clients; as soon as the payment is executed by the Client, Widora will issue a regular invoice, by e-mail or mail / PEC. For the purposes of issuing the invoice, the information provided by the Clients shall prevail. No change in the invoice shall be possible after it has been issued by Widora.
7.4 The information received by Widora pursuant to art. 7 will be used exclusively to complete the procedures concerning the sale of the Products or to fulfil its obligations under the General Terms and Conditions or the Sale and Purchase Agreements.
8. Shipping and delivery of Products
8.1 Unless otherwise agreed in writing between the Parties, the terms of delivery of the Products by Widora are considered ex works (EXW) according to the latest Incoterms version. Therefore, the ownership of the Products and the related risks are transferred to the Client with the delivery to the carrier at Widora’s warehouse.
8.2 The terms and time of delivery of the Products are agreed between Widora and the Client accordingly to the processing time of each single Order by Widora.
8.3 The agreed delivery terms cannot, in any case, be considered binding and Widora, cannot be held in any way responsible for the non-fulfilment of such terms by the appointed couriers, not being able to directly control the delivery of the Products after their hand over to the carriers. 8.4 The Clients, or other subjects delegated by the Clients who are at the address indicated for the delivery of the Products in the Order Confirmation, are required to verify, at the time of delivery, that:
(i) the Products comply with what is specified in the Order Confirmation both for number and type;
(ii) the packaging/wrapping of the Products is intact, not damaged, not wet or otherwise altered, including the sealing materials. 8.5 Any damage to the packaging/wrapping of the Products must be immediately reported by the Clients by means of a written control reservation on the courier’s proof of delivery. It is understood that, once the courier’s document has been signed without any objection, the Clients may no longer raise any objection to Widora with reference to the external characteristics of the delivered Products.
8.6 The sale and delivery of Products outside Italy is subject to the receipt of all the required documents and authorizations for the export. The Client undertakes to communicate to Widora the final destination of the Products as well as, for countries for which an embargo or any restriction on the sale and/or export/import of products have been issued, all the additional information necessary and/or requested by Widora, including that relating to the recipient of the Products. Widora may terminate the Sale and Purchase Agreement with immediate effect, without prejudice to any right to claim damages granted by the General Terms and Conditions or by law, if the export of the Products or their import into a given country or their sale to a given person is (or becomes) in violation of any existing bans and/or restrictions and/or laws or if the Client does not communicate to Widora the information regarding the destination of the Products as well as any other information necessary and/or requested by Widora. 9. Defects / Non-compliance of Products
9.1 In case of defects and/or discrepancies of the Products, the Customer shall report them to Widora within and no later than 8 days from their discovery, specifying the Product, the number and date of the Order Confirmation and the invoice number.
9.2 Upon receipt of a regular report of defects, Widora may provide for the replacement of the Products or refund of the Price, if possible. 9.3 Widora reserves the right to accept or deny any replacement of Products requested by the Client in case of alteration of the essential qualities of the Product held by the Client.
10. Limitation of Liability
10.1 The Client represents and warrants to Widora that it will use the Product only and exclusively for the purposes permitted by Italian law and/or the law of its country of residence/domicile and in compliance with all relevant regulatory provisions based on the individual use of the purchased Product.
10.2 The Client is the sole responsible for any violation, for any reason whatsoever, of the Italian regulations and/or of the Client’s residence/domicile, civil, administrative and criminal law, as well as of the other EU regulations applicable in relation to the specific use of the purchased Product. Therefore, the Client undertakes to indemnify and hold Widora harmless from and against any action, claim, cost, expense directly or indirectly connected with the use of the Product and/or the aforesaid violations by the Client, its employees and/or collaborators in any capacity, if any, as well as by third parties, including public authorities and/or national or EU Public Administrations. 10.3 Furthermore, the Client expressly and fully indemnifies Widora from any damage or prejudice deriving from any improper use of the Product and/or from any misleading information provided to the customers in relation to the Product.
10.4 The Client shall be liable, and to this extent expressly indemnifies Widora, from any and all damages, costs and/or prejudice dependent on or related to any circumstance that may arise from the delivery of the Product (including but not limited to arrests or seizures by the Public Authorities.
11. Privacy
Widora represents and warrants that Clients personal data (meaning the personal data of the Clients individuals or representatives of the Clients who will conclude the Sale and Purchase Agreements) shall be processed in compliance with the applicable data protection provisions, in particular with EU Reg. 679/2016. Widora shall provide the Clients with specific information on the treatment of their personal data at the time of the Order Confirmation.
12. Errors and/or Inaccuracy in the Catalogue
12.1 Widora is committed to keep the Catalogue under constant review in order to avoid errors and/or inaccuracies. However, the Catalogue may contain, or may over time contain, errors, inaccuracies, or omissions. Widora, in any case, will not be liable for any such errors, inaccuracies or omissions.
12.2 Therefore Widora reserves the right to correct the errors, inaccuracies or omissions contained in the Catalogue even after an Order has been placed and also reserves the right to change or update the information at any time without prior notice to Clients 13. Intellectual Property
All intellectual property rights related to the Catalogue (including its content) are the exclusive property of Widora; the Catalogue and its content, as well as any other document and/or content which the Client may come in contact with shall not be reproduced in whole or in part, transferred by electronic or conventional means, modified, connected and used for any purpose whatsoever without the prior written consent of Widora. 14. Force Majeure
14.1 Widora shall in no way be liable for any failure or delay in the performance of any of its obligations under the General Terms and Conditions arising from events beyond its reasonable control.
14.2 Such events of force majeure consist of any act, event, failure to occur, omission or accident beyond reasonable control; this category of events includes but is not limited to the following:
• strikes, lockouts or other union action;
• riots, rebellion, invasions, terrorist attacks or threats of terrorist attacks, wars (declared or not), or threats of war; • accidents, explosions, storms, floods, earthquakes, landslides, epidemics, pandemics or other natural disasters; • inability to use railroads, sea, air, motor or other means of public or private transport;
• inability to use public or private telecommunications networks;
• acts, decrees, laws, regulations or restrictions of any government;
• any strike, disaster or accident at sea, post office or other relevant means of transport.
14.3 It is understood that the performance of the obligations set out in the General Terms and Conditions will remain suspended for the duration of such force majeure events. In these circumstances, Widora may be entitled to an extension for the execution of its obligations equal to the duration of this period.
15. Applicable law and Dispute resolution
15.1 The General Terms and Conditions and the Sale and Purchase Agreements are governed by Italian law and in light of this must be interpreted. The application of the United Nations Convention on Contracts for the International Sale of Goods (1980) is expressly excluded. 15.2 For any disputes that may arise in connection with the General Terms and Conditions and/or the Sale and Purchase Agreements, the Court of Milan shall have exclusive jurisdiction, with the express exclusion of the Parties of any other forum identified by law with the exception of the consumer’s forum when the Client is qualified as a consumer. However, Widora reserves the right to take legal action against the Client before the Court of the place where the Client is domiciled.
16. Miscellaneous
16.1 Should any article of the General Terms and Conditions, or part of it, be deemed invalid, illegal or unenforceable by the competent authority, such article, clause or provision shall be deemed to be unenforceable while the other articles, clauses and provisions shall remain valid to the maximum extent permitted by law.
16.2 The Client, if she or he qualifies as a consumer, may withdraw from the General Terms and Conditions within the ordinary term provided for by the Consumer Code, by sending Widora a registered letter with return receipt or PEC e-mail within two days after the delivery of the Product, indicating her or his intention to withdraw from the Sale and Purchase Agreement, as well as the Order number, confirmation, invoice and shipment number.
16.3 The Parties agree that any breach or violation of the obligations set forth in the General Terms and Conditions in which the Client may incur will entitle Widora, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, to enforce this clause, producing the ipso iure termination of the Sale and Purchase Agreement. In this regard, the Parties agree that the circumstance of non-payment by the Client according to the modalities
indicated in art. 7, as well as the violations of the provisions contained in articles 8.6, 10 and 13, shall be considered essential for Widora. 17. Contacts
For further information and assistance on the Catalogue or on Sale and Purchase Agreements, Clients can contact Widora at the following e-mail address: [email protected].
○ I hereby declare to have read and fully accept the general terms and conditions of sale.
○ Pursuant to articles 1341 and 1342 of the Italian Civil Code, if not in possession of a digital signature device, I declare to have read, understood and fully accepted the contents of the following clauses, each of which has been individually negotiated: 2.2 (UNILATERAL AMENDMENT OF THE TERMS AND CONDITIONS OF SALE), 4.2 E 4.3 (PRODUCTS AVAILABILITY), 7.2 (PAYMENT METHODS), 8.3 (LIMITATION OF LIABILITY FOR SHIPPING), 8.6 (SALE AND DELIVERY ABROAD), 9.1 (FORFEITURE), 10, (LIMITATION OF LIABILITY), 12 (ERRORS AND/OR INACCURACY IN THE CATALOGUE), 14 (FORCE MAJEURE), 15.2 (JURISDICTION), 16.2 (RIGHT OF WITHDRAWAL), 16.3 (TERMINATION CLAUSE).
