COMMERCIAL TERMS AND CONDITIONS
General conditions of Sale
In case of purchase of Goods, the Acceptance will indicate the Goods supplied, the relative price, any shipping costs and/or additional charges as well as payment, delivery methods, terms and the existence of any right of withdrawal, where provided for by the Consumer Code.
Execution of the Order
The Supplier will do everything reasonably possible to supply the Customer with the Goods indicated in the Order in compliance with the terms and conditions set out therein.
The delivery dates, where present in the Order, are indicated for information purposes only and cannot be considered binding for the Supplier. Consequently, any delays in the supply of the Goods do not authorize the Customer to refuse them, to resolve or cancel the Order and/or to delay the payment of the amount due and, in any case, to request compensation for damages for any reason.
In the event that the Supplier is not able to supply, in whole or in part, the Goods covered by an Order within the terms and/or in the specification indicated in the Acceptance, if any, it will communicate this to the Customer (accepted via email) with indication of any new timing and/or methodology. If the Customer does not intend to accept the new times and/or methods or the Supplier’s performance has become impossible, the Supplier will return to the Customer the sums already paid by the latter for the Goods in question or will issue a bonus to be used within 12 months and valid for the purchase of other Goods (“Bonus”). The value of the Bonus will be
equal to the amount actually paid by the Customer in relation to the Order that the Supplier was unable to execute. The Supplier will confirm the issue of the Bonus to the Customer in writing, possibly also via e-mail or printable confirmation web page.
Unless otherwise agreed in writing between the Supplier and the Customer, the Goods will be sent to the Customer at the place of destination indicated in the Order with EXW clause. Consequently, with any EXW order, all risks of loss or damage to the Goods fall on the Customer from the moment they are made available to him at the Supplier’s factory and this also in the event that the sale to the Customer is carried out with retention of title, in pursuant of Art. 1523 of the Civil Law.
The Customer will be responsible for any complaint regarding the Goods and/or their packaging and/or the documents accompanying the Goods to the freight forwarder upon receipt at the place of destination indicated in the transport document. Exceptions or disputes raised by the Customer after receipt of the Goods will not be taken into consideration and cannot give rise to requests for compensation and/or charges against the Supplier, unless the Customer proves that they are hidden defects and such defects have been reported in writing to the Supplier within 48 hours from the moment they became apparent.
In the event that the Customer refuses to receive the delivered Goods or returns such Goods to the Supplier without there being a legitimate reason, the Supplier will have the right (i) to retain the amount received as a confirmation deposit, in addition to the reimbursement of further expenses incurred (e.g. transport costs, storage and related administrative charges) resulting from the aforementioned refusal or refund of sums; or (ii) obtain specific execution of the Contract without prejudice to the right to compensation for further damages suffered.
The right of withdrawal is expressly excluded unless the Customer qualifies as a “Consumer” pursuant to the Consumer Code and purchases Goods through the Site. In this case, the Customer will have the right to withdraw, without any reason, within 10 working days from delivery of the Goods or from the conclusion of the Contract within the limits and according to the methods set out in the Art. 55 paragraph II of the Consumer Code. Any withdrawal by the Customer must be sent, in the format provided for in the second paragraph of the aforementioned Art. 64, before the expiry of the period of 10 working days referred to in the previous Art. 2.3.1 and, in the 10 working days following receipt of the withdrawal notice, the Supplier will make the refund without any charge to the Customer. In any case, the Customer will not have the right to withdraw from the Contract, unless otherwise provided in the Special Conditions, if the Goods are clearly personalized or, by their nature, cannot be returned by the Customer or, again, they are not supplied on a material or their supply takes place, with the agreement of the Customer, before the expiry of the deadline set by the Art. 64 paragraph I of the Consumer Code.
Prices and payments
- Unless otherwise agreed in writing between the Supplier and the Customer, the price of the Goods will be that indicated on the site at the time of Acceptance.
- Where the price undergoes an increase equal to or greater than 3% compared to that in force at the time of receipt of the Order, the Supplier, before carrying out the supply, will inform the Customer who, within 48 working hours of receiving the aforementioned communication , will have the right to cancel the Order by giving written notice to the Supplier.
- The Supplier will have the right to modify, at its sole discretion, the price at any time.
- In the case of purchases through the IT System, where the Customer acts as a “Consumer” pursuant to the Consumer Code and intends to receive an invoice, he must expressly request this at the time of the Order, providing the information necessary for this purpose. Invoices will be sent by email or, upon request of the Customer, by post to the addresses indicated in the Order.
- The Customer must report in writing to the Supplier, under penalty of forfeiture, no later than 8 days from receipt of the invoices, any errors and/or irregularities contained therein. Failure to report errors and/or irregularities in invoices as indicated above will constitute tacit recognition of their correctness.
- The timely payment of all sums due to the Supplier is an essential condition. Consequently, for no reason can the Customer delay or refuse payment of the aforementioned sums and any delay in payment, even of just one part, entitles the Supplier to immediately demand payment of the entire amount with consequent forfeiture of the benefit of the term. Without prejudice to other remedies provided by law and/or the General Conditions, in the event of delay in payments, interest on the sums owed to the Supplier will automatically start to apply from the day following the payment deadline to the extent provided for by Legislative Decree 9.10.2002 N. 231, but increased by 5 points.
- The Supplier reserves the right to suspend, at any time, the supply of the Goods covered by an Order for which it has requested and not received sufficient solvency guarantees or specific guarantees from the Customer or has not collected the amount owed to it by the Customer.
- In case of purchase/supply of Goods using remote communication techniques, those tariffs different and/or higher than those ordinarily charged for the same activities, if not included in the price, are indicated and calculated in the purchase procedure before forwarding of the Order and then specified in the Acceptance.
- Despite the Supplier’s commitment to keeping the Site constantly updated, it cannot be ruled out that there may be errors in the catalog of Goods. If, due to misunderstandings or other inconveniences, the price indicated on the Site is lower than the correct price of the Goods ordered through the Site, the Supplier will contact the Customer to verify whether he still wishes to purchase such Goods at the correct price. Otherwise the Order cannot be accepted.
- Any refunds to the Customer will be made using one of the methods indicated on the Site itself, in the area dedicated to the “Refund Procedure”. Once the refund order has been placed in favor of the Customer, the Supplier cannot be held responsible for any delays or omissions in the crediting of the relevant amount by the third party in charge to whom the Customer must contact directly.
Use of the IT System
4.1 The use of the IT System by the Customer to purchase Goods is subject to the correct registration on TADA’ Website by filling and sending the specific form made available (“Registration”) that will allow the Customer to have access to the functions better specified on the Site in the “Customer Area”. Registration must be carried out by a person who has the capacity to act in accordance with the law and, while registering on behalf of an entity, has the full powers of representation. During Registration, the Customer will be asked to provide a strictly personal email address and access password (“Credentials”). The Credentials must be kept secret and preserved by the Customer with extreme care and attention and cannot be transferred to third parties. The Customer will have exclusive responsibility for the Credentials and must promptly notify the Supplier of any unauthorized use or loss through the appropriate section of the Site. Upon request of the Customer, the Supplier will block the Credentials, without prejudice to the fact that the Customer will be directly responsible towards the Supplier and/or third parties for any action, transaction and/or fact which occurs and/or is carried out through the use of the Credentials . The Customer is solely responsible for all data and information entered into the IT System and documents issued on the basis of the aforementioned data and information, the Supplier having no responsibility to verify the accuracy of the data and information received from the Customer.
4.2.1 Customer declares and guarantees that all information given to the Supplier is complete and truthful and will be kept constantly updated by the Customer.
4.2.2 The Customer is expressly prohibited from providing false and/or invented and/or imaginary data as well as from making double registrations referable to a single person or entering data of third parties. The Supplier reserves the right to prosecute any violation and abuse.
4.3 The Supplier, at its sole discretion and without notice, may in any case inhibit the Customer’s access and/or use of the IT System and/or block the Credentials, if there is a suspicion of a violation of the General Conditions and /or the Supplier’s policies and/or illicit or incorrect use of the IT System.
4.4 Due to the nature of the electronic network, uninterrupted access to the IT System as well as the absence of errors in data transmission cannot be guaranteed by the Supplier who, therefore, will not be responsible for disservices or malfunctions connected to the use of the IT System. Furthermore, the Customer acknowledges and accepts that access and/or use of the IT System may occasionally be suspended or limited to allow the Supplier to carry out repairs, maintenance or updates.
4.5 The Supplier assumes no responsibility for any fraudulent or illicit use that may be made by third parties of the IT System, credit cards and/or other means of payment as well as for the existence of viruses, bugs , Trojan horses or similar that may be transmitted via the IT System.
4.6 The Customer, for his part, undertakes not to carry out or allow third parties to carry out: (i) the uploading or creation within the IT System of data or content in violation of laws, regulations or third party rights; (ii) actions of any kind and/or nature aimed at circumventing, deactivating or interfering in any way with the applications related to the security of the IT System or other applications that prevent, limit or restrict the use or copying of any material present on the Site or, more generally, on the IT System; (iii) the use of the IT System for illicit purposes or in ways not permitted by law and/or by the Supplier; (iv) actions aimed at interfering with or damaging the IT System or its use by third parties, for example through the loading or dissemination of viruses, adware, spyware, bugs or other harmful electronic tools.
4.7 Without prejudice to any other rights of the Supplier, the latter may cancel the Credentials, prohibit the Customer from using the IT System in the event of failure to access the IT System by the Customer for a period of 30 consecutive days.
Representations and warranties
- The Supplier only guarantees that the Goods, at the time of delivery, comply with the specifications contained in the relevant reference documentation. Any other guarantee of the Supplier towards the Customer is excluded.
5.2 The guarantee provided for in the previous Art. 5.1 is expressly excluded if:
(a) there was damage due to transport by courier (breakage of the goods), the complained defect was recognizable by the Customer at the time of receipt of the Goods and the Customer failed to make the relevant notifications in compliance with the provisions of the previous Article 2.2.5;
(b) interventions unauthorized by the Supplier and/or with materials not supplied by the latter have been carried out on the Goods;
(c) the defect is due to the Customer’s negligence, normal wear of the Goods or their incorrect use or use that differs from what is foreseen in the reference documentation or usage practice;
(d) the defect is attributable to improper storage of the Goods after delivery to the Customer.
5.3 As a partial derogation of the foregoing, where the purchase of the Goods is made by the Customer as a “Consumer” pursuant to the Consumer Code, the Customer will be entitled to the guarantee provided for by art. 130 of the Consumer Code, consisting in the restoration of the conformity of the purchased Good without charge through: (i) repair or replacement, or (ii) if this is not possible, rebate of the purchase price or termination of the Contract. In this case, the Supplier is responsible towards the Customer for the lack of conformity of the Goods existing at the time of delivery, without prejudice to the Consumer’s responsibility to report the relevant lack of conformity immediately upon delivery. The aforementioned guarantee is however excluded in the event that the Customer acts as a “Professional”.
5.4 The guarantees given by the Supplier to the Customer operate only in the event that the Customer reports non-conformity of the Goods within the terms set out in the General Conditions, which are to be considered peremptory.
5.5 The Supplier’s liability for delays and/or non-compliance due to facts not attributable to willful misconduct or gross negligence on the part of the Supplier itself is excluded. However, the Supplier’s liability for indirect damages, whether attributable to loss of profit or loss of opportunity, must be considered excluded.
5.6 In any case, the Supplier cannot be held responsible for any delays and/or failures to fulfill the obligations set out in the Contract if the same arise from fortuitous circumstances or causes of force majeure and/or for any violations of the law and/or third party rights arising from the specific use of the Goods by the Customer and/or his assignees.
The obligation to promptly pay the sums due by the Customer as well as the obligations assumed by the latter pursuant to the previous Articles 4.1 (4.1.1-4.1.5), 4.2 (4.2.1-4.2.2) and 4.6 are essential for the Supplier who, in the event of violation of even just one of the aforementioned obligations, will have the right to terminate the Contract, pursuant to and for the purposes of art. 1456 of the Civil Code, without the need for notice and without prejudice to the Supplier’s right to compensation for damages suffered.
Storage and Privacy
6.1 Pursuant to art. 12, co.1, letter. b) of the Electronic Commerce Decree 70/2003, the Supplier informs the Customer that each Order sent through the IT System is stored in digital/paper form on the server / at the Supplier’s headquarters in compliance with confidentiality and security criteria. 6.2 The Customer, pursuant to art. 13 of the Privacy Code, takes note of the following.
6.2.1 The Customer’s personal data will be processed for (i) purposes functional to the fulfillment of fiscal, accounting and legal obligations as well as contract and customer management (supply of the Goods and any ancillary services, for example technical assistance, management and administration of accounts, orders, shipments and invoices, solvency control and dispute management) and (ii) subject to the granting of consent, for purposes related to commercial activity (mail order sales, marketing and advertising, market analysis and research , promotional activities, detection of customer satisfaction levels, competitions, events, prize games and similar, statistical analyses). 6.2.2 The aforementioned data will be processed, also through the creation and management of a central archive, with paper, IT and telematic media to which specialized personnel authorized by the Supplier have access.
6.2.3 The provision of personal data essential for legal compliance and/or the establishment and/or continuation of the contractual relationship is mandatory, in the sense that, without it, it will be impossible to establish and/or carry out the Contract. The provision of other personal data is optional and, generally, functional to providing better customer service; any refusal to provide such provision will not have negative consequences for the Customer.
6.2.4 The personal data concerning the Customer may be communicated to companies controlling, controlled and/or connected to the Supplier for the same purposes as above or to external entities providing services specialized in: (i) management of software, hardware, telematic and information systems; (ii) data processing and storage activities; (iii) printing, transmission, transport and sorting of communications to customers; (iv) financing services, debt collection and financial risk detection.
6.2. 5 The Data Controller is TADA’ Srl, Loc. Chiassa Superiore n 88 52100 Arezzo (AR) E-mail FRANCESCO@TADAJEWELS.COM. You can contact the Data Protection Officer for information and to report any misunderstandings or problems; the contact details of the Data Protection Officer are as follows: Tel. 3899604793, E-mail FRANCESCO@TADAJEWELS.COM
6.2.6 The Customer, by sending the Order, takes note of the aforementioned information and consents to the processing of personal data that are and will be provided.
Intellectual property rights
By signing the Contract, the Customer does not acquire any intellectual property rights relating to the Goods and/or deliverables developed for the Customer who is exclusively granted a license for use functional to the normal use of the Goods.
Any dispute connected to the Contract, the General Conditions and/or the Special Conditions and their dissolution, execution and interpretation is governed exclusively by Italian law with express exclusion of the rules of private international law and will be subjected (i) to the exclusive jurisdiction of Court in which the Customer has his registered addresses, in the event that the Customer is a “Consumer” and (ii) the exclusive Court of Arezzo, in all other cases.
Communications and complaints
7.1 Communications to the Supplier (including any complaints) will be considered valid only if sent to the following address: TADA’ Srl, Loc Chiassa Superiore n 88 52100 Arezzo (AR), or sent via e-mail to the following address FRANCESCO@TADAJEWELS.COM.
7.2 In the Registration and/or the Order, the Customer must indicate the domicile elected for the purposes of the Contract, the telephone number and the e-mail address to which he wishes communications from the Supplier to be sent.
8.1 The offer and sale of the Goods through the Site constitute a distance contract governed by the Electronic Commerce Decree and, in the event that the Customer is a consumer, by Chapter I, Title III (art. 45 et seq.) of the Consumer Code.
8.2 The General Conditions do not regulate the sale of products by parties other than the Supplier who may be present on the Site via links, banners or other hyperlinks. Before carrying out commercial transactions with these entities it is necessary to check their conditions of sale. The Supplier is not responsible for the provision of services and/or the sale of products by such entities. The Supplier does not carry out any checks and/or monitoring on the websites that can be consulted via these links. The Supplier is therefore not responsible for the contents of such sites nor for any errors and/or omissions and/or violations of the law on their part.
8.3 The General Conditions and the Specific Conditions may be updated and/or modified at any time by the Supplier, at its discretion, and the aforementioned updates and/or modifications will be effective, also towards the Customer, 7 days after their publication on the Site. It is therefore the Customer’s responsibility to check the General Conditions and the Special Conditions regularly and, in any case, before proceeding with sending an Order, by accessing the relevant section of the Site. 8.4 The Customer will be responsible for printing and storing all the documents constituting the Contract.
8.5 Any general conditions of the Customer will not be effective towards the Supplier unless they have been expressly accepted by the latter in writing. Pursuant to and for the purposes of art. 1341 and 1342 of Civil Code, the Customer declares to have carefully read and specifically approved the following articles of the General Conditions: Art. 2.1.2, 2.2.2, 2.2.4 and 2.2.5; 2.3.1; 3.2, 3.5, 3.6 and 3.7; 4.7; 5.1, 5.2, 5.3, 5.4, 5.5 and 5.6; 6 and 9.