General terms and conditions of sale applicable to consumers and professionals - Schlemmer.it

Schlemmer.it GENERAL TERMS OF SALE APPLICABLE TO CONSUMERS.

1 - APPLICATION OF GENERAL TERMS AND CONDITIONS OF SALE

1.1. Scope of application of these general terms and conditions of sale: these general terms and conditions of sale (including, in particular, the Legal Notices/Conditions of Use of the Website intended to be available to all users of the Website and any Customer for consultation) (hereinafter, “GTCs”) govern, without either restrictions or reservations, all sales of products (hereinafter, “Products”), marketed by DELFINGEN IT-Verona, Rivoli Veronese (VR) Localita’ Vanzelle 3, CAP 37010, ITALY (hereinafter, “Schlemmer.it”), carried out on the commercial website http://www.schlemmer.it (hereinafter, “Website”) in favour of any consumer (as defined in Article 3 of Legislative Decree no. 206 of 6 September 2005 (“Italian Consumer Code”), i.e., the natural person acting for purposes unrelated to the entrepreneurial, commercial, craft or professional activity possibly carried out) (hereinafter, “Customer”) domiciled in the Italian Republic (hereinafter, “Territory”).
Schlemmer.it reserves the right to unilaterally adjust or amend these GTCs at any time without notice. The version of the GTCs applicable to sales is the version published on the Website on the date the Customer sends the order. These GTCs are written in the Italian language. The contract of sale between the Customer and Schlemmer.it (hereinafter, “Party(ies)”) shall be validly entered into even when the Italian language is not the native language of the Customer.

1.2. Acceptance of the GTCs: these GTCs are directly accessible to Customers and, more generally, to any Internet user by clicking on the “GTCs” link available on all pages of the Website, as well as by sending a mere request by email via the “Contact us” section of the Website. All orders placed via the Website shall first be submitted to the Customer for examination and subject to the unconditional acceptance by the latter of the GTCs to be expressed by clicking on the “I have read and accepted the general terms and conditions of sale” button. Therefore, the order for Products placed by the Customer implies the Customer’s full and unconditional adherence to the GTCs. No special condition shall prevail over these GTCs.

2 - PRODUCTS

2.1. Product Description: Schlemmer.it proposes that the Customer place orders and purchase via the Website its range of Products as more fully described on the Website. The Products available for sale are those on the Website as at the date of the order. Information about the essential characteristics of each Product is accessible via the Website (pictures, specifications, Product descriptions, etc.). Characteristics and pictures are not binding but reflect the reality as much as possible. Characteristics and pictures do not guarantee a perfect representation of the Products, especially in terms of colour, diameter and size. Schlemmer.it undertakes to deliver to the Customer the Products specified in the order confirmation.

2.2. Availability of the Products: Schlemmer.it reserves the right to withdraw at any time any or all of the Products offered for sale on the Website and to replace or change any information about the Products. The orders shall be executed within the limits of available stock. Should the Products be unavailable, Schlemmer.it undertakes to inform the Customer as soon as possible by writing an email to the email address specified by the Customer at the time of creating their Customer Account. The Customer may choose another Product or cancel their order and receive a refund.

2.3. Destination of the Products: Products sold on schlemmer.it are intended both for individual customers B2C as well as private companies B2B.

3 – ORDER AND ORDER CONFIRMATION

3.1. Customer Account: The creation of a customer account (hereinafter, “Customer Account”) via the “Login” section on the Website is free of charge and essential to the validation of the orders. The Customer Account shall be created by the Customer by filling in an on-line form with their personal data (last name, first name, email address, billing address, delivery address, and password). The delivery address specified by the Customer must not be a PO Box. The billing address and delivery address (as defined below) shall not be located outside the Territory. Should such addresses be located outside the Territory, Schlemmer.it reserves the right to refuse the order. The Customer may send Schlemmer.it a request for business information regarding one or more Products, which shall be examined by Schlemmer.it to make, if necessary, an estimate for the sale of Products. In the case that the identification data have already been associated with a Customer Account, the Website asks the Customer to enter other data. The Customer enters their identification data under their own responsibility, control and direction and the Customer undertakes to provide the Website with accurate and complete information, refraining from hiding or changing their age and usurping third party identities. The Customer shall receive an email confirming their registration. The Customer Account is strictly personal and confidential and allows customer authentication before the order is placed and validated. The order for Products can be saved on the Website only if the Customer has clearly authenticated by entering their identifier (electronic address) and password. The Customer undertakes to keep their identifier secret and not to disclose it to third parties. Schlemmer.it shall not be held liable for any breach of the Customer Account by third parties arising from the Customer’s disclosure of their identifier to third parties even in the event of negligence by the Customer. Schlemmer.it may disable the Customer Account at any time without notice in the case of breach of all these GTCs by the Customer, particularly in the case of disclosure of forged data.

3.2. Procedure to place orders: placing orders via the Website is subject to compliance with the procedure established by Schlemmer.it, including the various subsequent steps leading to the validation of the order.
The Customer may select as many Products as they desire, which shall be automatically added to the Website’s shopping cart (hereinafter, “Shopping Cart”) by clicking on “Add to Cart”. The Shopping Cart summarises all the Products selected by the Customer, the price of those Products and any charges related to them. The Shopping Cart can be changed by the Customer at any time, seeing as the latter is free to check the Products in their Shopping Cart, add or remove Products. The Customer can continue purchasing Products by clicking on “Continue Shopping” or complete the order by clicking on “Complete Order”. Unless they have already done so, the Customer must log in to complete the order. A summary order shall be displayed and the Customer shall be able to access all order information regarding the quantity of Products selected, the price of the Products, any charges related to the Products (e.g., shipping charges) as well as the Customer’s billing and delivery address. To validate the order and proceed with the payment of the Price of the Products, the Customer must click on “Validate order and proceed to payment”. To validate the order, the Customer must accept these GTCs without reservation (including, in particular, the Legal Notices and the Conditions of Use of the Website). The validation of the order implies acceptance of the quantities of the selected Products, of the price of the Products and any related charges.

3.3. Order Confirmation: once the Customer has made, and Schlemmer.it has validated, the payment, in accordance with the terms of Article 4.2 below, Schlemmer.it shall send the Customer an email to confirm the order, which shall contain a summary of the Products ordered, the price of the Products and any related charges. The order confirmation summarisessummarizes the subject matter and terms of sale. The order confirmation shall constitute evidence of the entire order as well as of the right to claim the amounts payable for the performance of the order, and shall also constitute the sale contract entered into by and between the parties.
In the case that the Customer’s bank reports that payment by credit card has not been authorised, Schlemmer.it shall cancel the order. Schlemmer.it reserves the right not to confirm an order for any reason, in particular, due to problems with the procurement of the raw materials necessary for the Products, problems with the order received or with the delivery data provided by the Customer (e.g., failure to specify delivery address or quantity of Products ordered). No changes or cancellations of the order for any reason whatsoever shall be accepted after the order has been confirmed by Schlemmer.it, unless the Customer exercises their right of withdrawal under Article 6 below.

3.4. Storage of on-line contracts relating to the sale of Products: Schlemmer.it shall retain the sale contracts concluded between Schlemmer.it and the Customer for a period of two (2) years from the delivery of the Products to the Customer. Schlemmer.it shall give the Customer access to such documents at any time through the Customer Account or upon a request to be sent by the Customer to Schlemmer.it by mail, at the address set out in Article 1 of these GTCs, or in the “Contact us” section of the Website.

4 – PRICE AND PAYMENT OF THE PRODUCTS

4.1. Price of the Products: the prices of the billed Products are those shown on the Website at the time the Customer validates the order. The prices of the Products are shown in Euro, including VAT, net of shipping charges. Shipping charges shall be communicated to the Customer once the Products are in the Shopping Cart, before the Customer validates the order. Shipping charges, in particular, shall be calculated according to the place of delivery. In the case of an error in the price of a Product, the order shall be kept if the correct price is lower than the price displayed, applying the most favourable price to Customers. If the correct price is higher than the displayed price, the Customer shall be informed of the new price and may accept payment or decline; in the latter case, the order shall be automatically cancelled, without charging the Customer for any amount. Without prejudice to any contract being performed or entered into by and between the Customer and Schlemmer.it, Schlemmer.it reserves the right to change its prices at any time and without notice.

4.2. Payment of the Products: the Products may be paid in Euro at the time the order is placed on-line. Under no circumstances may the amounts paid be considered deposits or down payments. No order shall be shipped before the price of the Products has been fully paid, with payment to be confirmed by receipt by Schlemmer.it of a confirmation of receipt of payment from its partner, Crédit Industriel et Commercial (CIC), a specialist in secure payment over the Internet. The payment of the Products may be made by Carte Bleue, Visa, Mastercard, Maestro, or virtual cards via the secure payment interface of Schlemmer.it’s partner, Crédit Industriel et Commercial (CIC), in such a way as to protect as effectively as possible all the data relating to means of payment. At no time shall the Customer’s banking information be sent to Schlemmer.it’s computer systems. The Customer warrants that they can fully use their credit card to pay the price of the Products and expressly acknowledges that the communication of their credit card number on Crédit Industriel et Commercial (CIC)’s secure payment interface amounts to the authorization to debit their bank account for the billed price.

5 - DELIVERY OF THE PRODUCTS

5.1. Delivery time: delivery means the transfer to the Customer, or to a third party designated by them, of the material availability of the Products in application of Article 61 of the Italian Consumer Code (hereinafter, “Delivery”). Schlemmer.it agrees to process the order and deliver the Products to the Customer within two (2) or five (5) business days from the day following confirmation of the order for delivery in Italy. Delivery shall be made by TNT automatically. The Customer’s obligation to provide accurate and complete information in terms of delivery address is essential to deliver the Products within the agreed delivery times. Schlemmer.it shall not be held liable for any delay in shipping the Products due to force majeure cases, as defined in Article 8.2 below. If Delivery takes place more than thirty (30) business days after the confirmation of the order, the Customer shall be entitled to cancel the order free of charge and request a refund for the price of the Products and related charges via their Customer Account or by registered letter with return receipt to be sent to the following address: DELFINGEN IT-Verona, Rivoli Veronese (VR) Localita’ Vanzelle 3, CAP 37010, ITALY. The order shall be considered cancelled starting from the time Schlemmer.it receives the notice of cancellation from the Customer, unless Delivery has taken place in the meantime or unless the delay is due to an event defined in Article 8.2 of these GTCs.

5.2. Delivery Charges: Delivery Charges are displayed from the moment the Customer adds a Product to his Shopping Cart until the order is confirmed.

5.3. Place of delivery and transfer of risks: the Products shall be delivered exclusively in the Territory to the delivery address indicated by the Customer when placing the order. The Products shall be carried at Schlemmer.it’s risk until Delivery. Starting from the time of Delivery, the risks of loss or damage shall lie with the Customer.

6 - RIGHT OF WITHDRAWAL

6.1. Each Customer shall have the right to withdraw from these GTCs within fourteen (14) calendar days of the Delivery of the Product, without any obligation to justify their decision, in compliance with the provisions of Article 52 of the Italian Consumer Code. The Customer may ask Schlemmer.it for a refund for, or to replace, one or more of the Products.

6.2. The Customer shall inform Schlemmer.it of the exercise of their right of withdrawal within the aforementioned period by means of the withdrawal form available on the Website, which may be accessed through the Customer Account. The Customer shall return to Schlemmer.it by post, at their own expense, to the following address: DELFINGEN IT-Verona, Rivoli Veronese (VR) Localita’ Vanzelle 3, CAP 37010, ITALY, the Product in good condition and in its original packaging with the original invoice, within fourteen (14) days of the notice given to Schlemmer.it of their decision to withdraw pursuant to Article 54 of the Italian Consumer Code. Should Schlemmer.it find a defect in the Products returned by the Customer which is caused by the fact that the Products have been used and handled in ways not appropriate to their nature, characteristics and function, Schlemmer.it reserves the right to refuse the replacement of, or refund for, the Products or the provision of credit. In that case, Schlemmer.it shall return the Products in question to the Customer at its expense.

Should the Customer request that one or more of the Products be replaced, Schlemmer.it undertakes to send the Products, without additional delivery charges, within fourteen (14) business days of receipt of the Products returned by the Customer pursuant to Article 56 of the Italian Consumer Code, still within the limits of available stocks pursuant to Article 2.2 of these GTCs. In the case that the Products are unavailable, Schlemmer.it undertakes to pay a refund for the entire price of the Products, including delivery charges (except for the additional costs connected with the Customer choosing express delivery pursuant to Article 56 of the Italian Consumer Code), subject to the conditions set out in the following paragraph.

Should the Customer request a refund, Schlemmer.it undertakes to pay a refund in favour of the Customer for the entire price of the Products including delivery charges (with the exception of additional charges connected with the Customer choosing express delivery) within fourteen (14) business days of the date on which Schlemmer.it is informed of the Customer’s decision to withdraw, in accordance with Articles 56 and ff. of the Italian Consumer Code. The refunds for orders paid by credit card shall be made through the card used for payment, without charging the Customer for any amount.

Should the Customer request the provision of credit, Schlemmer.it undertakes to send an email to the Customer with details of credit for an amount corresponding to the price of the Products in question, which shall be valid for the purchase of any Product on the Website for twelve (12) months from the date of mailing by Schlemmer.it.

7 – PRODUCT WARRANTY AND COMPLIANCE

7.1. Receipt and use of Products: it is the Customer’s responsibility to check the conditions of the Products upon receipt. In the case that the Products received are damaged or have been totally or partially lost, the Customer shall send a complaint to the carrier within three (3) days of Delivery and promptly notify Schlemmer.it accordingly. The Customer expressly declares that they are familiar with the use of the Products and that they possess all technical and practical knowledge and experience, or that they rely on a duly qualified expert to use the Products safely, in such a way as to avoid causing any danger to themselves or the others. The Customer undertakes to use the Product in accordance with the applicable rules and regulations and to ensure the necessary maintenance of the Product.

7.2. Legal compliance warranty: Schlemmer.it undertakes to deliver to the Customer a Product that complies with the order confirmation, i.e., a Product which is suitable for the normally expected use of a similar product or a product having the characteristics defined by the Parties by mutual agreement, or which is suitable for any special use by the Customer and brought to Schlemmer.it’s attention and accepted by the latter in application of Article 129(d) of the Italian Consumer Code, as reported below. Schlemmer.it shall be liable for defects of compliance existing at the time of delivery of the Product pursuant to Article 129 of the Italian Consumer Code, reported below.

In the event that the Customer finds a lack of compliance of the Product, the Customer shall send Schlemmer.it a complaint directly on the Website via their Customer Account or by registered letter with return receipt to the following address: DELFINGEN IT-Verona, Rivoli Veronese (VR) Localita’ Vanzelle 3, CAP 37010, ITALY, within two (2) months of the day of the defect having been discovered, pursuant to Article 132 of the Italian Consumer Code. At the end of the two (2) month-period from Delivery, the Customer’s action connected with the lack of compliance shall be time-barred, in application of the provisions of Article 133 of the Italian Consumer Code, reported below.

In the case of lack of compliance, the Customer shall choose the repair or the replacement of the Product in accordance with Article 130 of the Italian Consumer Code. The repair or replacement of the Product shall be made by Schlemmer.it within a reasonable amount of time from the date the Customer’s complaint is sent to Schlemmer.it. The Customer shall return the Product to the following address: DELFINGEN IT-Verona, Rivoli Veronese (VR) Localita’ Vanzelle 3, CAP 37010, ITALY, as soon as possible after the complaint regarding the lack of compliance, at Schlemmer.it’s expense in accordance with the provisions of Article 130 of the Italian Consumer Code.

If the repair and replacement of the Product are impossible or excessively burdensome for Schlemmer.it or not feasible within a reasonable period of time, or the previous repair or replacement have caused significant inconvenience to the Customer, the Customer may (i) permanently return the Product and decide to be refunded for the price of the Product, or (ii) keep the Product and be refunded for part of the price, in application of the provisions of Article 130 of the Italian Consumer Code. Repair or replacement shall be done at no cost to the Customer.

Article 129 of the Italian Consumer Code:
“The seller shall be required to deliver to the consumer goods which are in compliance with the sales contract.
It is assumed that consumer goods are in compliance with the contract if the following circumstances - if relevant - coexist:
(a) the goods are suitable for the use for which goods of the same type are customarily used;
(b) the goods conform to the description made by the seller and possess the characteristics of the good that the seller has presented to the consumer as a sample or model;
(c) the goods present the usual quality and performance of goods of the same type, which the consumer can reasonably expect taking into account the nature of the goods and, where appropriate, public statements on the specific characteristics of the goods made in this regard by the seller, the manufacturer or its agent or representative, particularly in advertising or on labels;
(d) the goods are also suitable for the special use intended by the consumer and which has been brought to the seller’s attention by the consumer at the time of the conclusion of the contract and which the seller has also accepted by conclusive facts”.

Article 130 of the Italian Consumer Code:
“In the case of a lack of compliance, the consumer shall be entitled to have the goods brought into conformity free of charge by repair or replacement, in accordance with paragraphs 3, 4, 5, and 6, or to have an appropriate reduction in the price or the contract terminated with regard to those goods, in accordance with paragraphs 7, 8 and 9.
The consumer may, at their discretion, ask the seller to repair the goods or replace them, free of charge, unless the remedy requested is objectively impossible or excessively burdensome compared to the other”.
Article 132 of the Italian Consumer Code:
“The seller shall be held liable under Article 130 where the lack of compliance becomes apparent within two years of delivery of the goods.

The consumer shall lose the rights provided for by Article 130(2) if they fail to inform the seller of the lack of compliance within two months of the date of the defect having been discovered. Informing the seller is unnecessary if the seller has acknowledged the existence of the defect or has concealed it”.

Article 133 of the Italian Consumer Code:
“Actions intended to claim the defects that the seller has not fraudulently hidden shall be prescribed, in any event, twenty-six months after delivery of the goods”.

8 – SCOPE OF LIABILITY AND EXTRAORDINARY CIRCUMSTANCES

8.1. Liability: Schlemmer.it shall make every effort to ensure access to the Website, its proper functioning, and security. Schlemmer.it’s only obligation in this respect is an obligation to perform certain activities (“obbligo di mezzi”) for all stages of access to the Website, ordering and delivery process. Schlemmer.it shall in no way be held liable - and the Customer acknowledges this express release from liability - for any inconvenience or damage arising out of the use of the Internet, including, in particular, service breakdown, external intrusion, transmission of computer viruses or any other form of computer practice that is likely to compromise or destroy the functionality of a computer or hinder its operation and, in any case, the Customer acknowledges and assumes the risks related to any content downloaded or otherwise obtained through the use of the Website and agrees to be solely liable for any damage caused to its computer equipment. Schlemmer.it’s liability is expressly excluded and may not be claimed, as acknowledged and accepted by the Customer, in the event of improper use of the Product by the Customer or in the event of failure to comply with usage or maintenance recommendations. In no event shall Schlemmer.it be held liable for any indirect, consequential or immaterial damage suffered by the Customer. In any event, for direct damage, whatever the cause, Schlemmer.it’s liability shall be limited to the price of the Product in question, plus Delivery charges.

8.2. Extraordinary Circumstances: the obligations of the Parties shall be suspended in force majeure cases, as defined by Article 1349 of the applicable Italian Civil Code, including any work stoppages, manufacturing accidents, fire, floods, lock-outs, interruptions in procurement processes occurring at Schlemmer.it’s premises or at the premises of Schlemmer.it’s suppliers and subcontractors, as well as in those cases in which events occur that are beyond Schlemmer.it’s control and prevent the latter from fulfilling their obligations under normal conditions. No compensation of any kind shall be granted to either Party in case of force majeure affecting the other Party. The Parties conventionally reject the application of Article 1497 of the Italian Civil Code relating to any change of circumstances that cannot be predicted at the time of the order.

9 – INTELLECTUAL PROPERTY

Schlemmer.it shall not grant any express or implicit rights on any of the intellectual and industrial property rights protecting the Website and/or the Products mentioned on the Website (such as trademarks, designs and models, patents, trade names, designs, pictures, text, etc.), to which Schlemmer.it has and shall have full title, or any of the rights exclusively licensed to the latter. Such intellectual property rights must in no circumstances be made available to third parties or used in any way (reproduction, representation, change or adjustment, etc.) without Schlemmer.it’s prior and express consent. Schlemmer.it is not bound by any warranties against eviction (other than personal warranties), with respect to intellectual property rights. Any total or partial use or reproduction of the Products mentioned on the Website that has not been authorised shall therefore amount to infringement. The Customer must comply with the provisions of the Legal Notices/Conditions of Use of the Website regarding intellectual property rights.

10 – PERSONAL DATA PROTECTION

Personal data is collected, stored, and used by Schlemmer.it according to the rules set forth in Schlemmer.it’s Privacy Policy.

11 – DISPUTE RESOLUTION AND APPLICABLE LAW

11.1. Mediation: in the event of disputes concerning the formation, performance, non-performance or cessation of sales concluded pursuant to these GTCs, the Parties may make an attempt to find an amicable solution. The Customer then may resort to a consumer mediator in accordance with Articles 141 and ff. of the Italian Consumer Code. Recourse to the consumer mediator shall be permitted if the Customer justifies that they have preliminarily attempted to resolve any dispute with Schlemmer.it amicably through a written complaint and no amicable agreement has been reached within the two-month period.

11.2. Jurisdiction: should the Parties fail to reach an amicable arrangement in relation to the above terms and conditions or at the Customer’s discretion, any dispute relating to the formation, performance, non-performance or termination of the sales concluded pursuant to these GTCs shall be submitted to the court of the place where Schlemmer.it is domiciled or to the court of the place of Delivery or, alternatively, to the court of the place where the Customer is domiciled. This clause shall also apply in the case of summary proceedings, crossclaims, multiple defendants, or collateral-based claims, and regardless of the place and method of payment.

11.3. Applicable law: The sales concluded by Schlemmer.it are governed exclusively by Italian law.

Schlemmer.it GENERAL TERMS OF SALE APPLICABLE TO PROFESSIONALS.

1 – APPLICATION OF GENERAL TERMS AND CONDITIONS OF SALE

1.1. Scope of application of the GTCs: These general terms and conditions of sale (including, in particular, the Legal Notices/Conditions of Use of the Website intended to be available to all users of the Website and any Customer for consultation) (hereinafter, “GTCs”) govern, without either restrictions or reservations, all sales of products (hereinafter, “Products”), marketed by DELFINGEN IT-Verona, Rivoli Veronese (VR) Localita’ Vanzelle 3, CAP 37010, ITALY (hereinafter, “Schlemmer.it”), carried out via the commercial website http://www.schlemmer.it (hereinafter, “Website”) in favour of any professional (i.e., the natural or legal person acting within the performance of their entrepreneurial, commercial, craft or professional activity and, therefore for strictly professional purposes) (hereinafter, “Customer”) domiciled in the Italian Republic (hereinafter, “Territory”).
Schlemmer.it reserves the right to unilaterally adjust or amend these GTCs at any time and without notice, exclusively with reference to future orders for Products, giving information accordingly on its Website. The version of the GTCs applicable to sales is the version published on the Website on the date the Customer sends the order. These GTCs are written inItalian language. The contract for sale between the Customer and Schlemmer.it (hereinafter, “Party(ies)”) shall be validly concluded with the Customer, regardless of the individual placing orders in the Customer’s name and on the Customer’s behalf, who is presumably authorized to bind the Customer.

1.2. Acceptance of the GTCs: These GTCs are directly accessible to Customers and, more generally, to any Internet user by clicking on the “GTCs” link available on all pages of the Website, as well as by sending a mere request by email via the “Contact us” section of the Website. All orders placed via the Website shall first be submitted to the Customer for examination and subject to the latter’s unconditional acceptance of the GTCs to be expressed by clicking on the “I have read and accepted the terms and conditions of sale” button. The Customer acknowledges that these GTCs have been duly brought to their attention in a timely fashion and that they have not been excluded from negotiation in any way. Therefore, the order for Products placed by the Customer implies the Customer’s full and unconditional adherence to the GTCs. No special conditions shall prevail over these GTCs unless Schlemmer.it has formally accepted them in writing in the order confirmation.

2 – PRODUCTS

2.2. Availability of the Products: Schlemmer.it reserves the right to withdraw at any time any or all of the Products offered for sale on the Website and to replace or change any information about the Products. The orders shall be executed within the limits of available stock. Should the Products be unavailable, Schlemmer.it undertakes to inform the Customer accordingly as soon as possible by writing an email to the email address specified by the Customer at the time of creating their professional Customer Account. The Customer may choose another Product or cancel their order and receive a refund.

3 – ORDER AND ORDER CONFIRMATION

3.1. Professional Customer Account: The creation of a professional customer account (hereinafter, “Professional Customer Account”) via the “Login” section on the Website is free of charge and essential to the validation of the orders. The Professional Customer Account shall be created by the Customer by filling in an on-line form with their personal data (company name, name of the legal representative, VAT registration number and registration number with the Commercial Register, Codice Univoco (Unique Code), email address, billing address, delivery address, and password). The delivery address specified by the Customer must not be a PO Box. The billing address and the delivery address shall not be located outside the Territory. Should such addresses be located outside the Territory, Schlemmer.it reserves the right to refuse the order. The Customer may ask Schlemmer.it for business information regarding one or more Products, which shall be examined by Schlemmer.it to make, if necessary, an estimate for the sale of Products. In the case that the identifier has already been associated with a Customer Account, the Website asks the Customer to enter another identifier. The Customer enters their identification data under their own responsibility, control and direction and the Customer undertakes to provide the Website with complete information, and refrains from usurping third party identities. The Customer shall receive an email confirming their registration. The Professional Customer Account is strictly personal and confidential and allows customer authentication before the order is placed and validated. The order for Products can be saved on the Website only if the Customer has clearly authenticated by entering their identifier (electronic address) and password. The Customer undertakes to keep their identifier secret and not to disclose it to third parties. Schlemmer.it shall not be held liable for any breach of the Professional Customer Account by third parties arising from the Customer’s disclosure of their identifier to third parties even in the event of negligence by the Customer. Schlemmer.it may disable the Professional Customer Account at any time without notice in the case of breach of these GTCs by the Customer, particularly in the case of disclosure of forged data or purchase for resale.

3.2. Procedure to place orders: Placing orders via the Website is subject to compliance with the procedure established by Schlemmer.it, including the various subsequent steps leading to the validation of the order.

The Customer may select as many Products as they desire, which shall be automatically added to the Website’s shopping cart (hereinafter, “Shopping Cart”) by clicking on “Add to Cart”. The Shopping Cart summarizes all the Products selected by the Customer, the price of those Products and any charges related to them. The Shopping Cart can be changed by the Customer at any time, seeing as the latter is free to check the Products in their Shopping Cart, add or remove Products. The Customer can continue purchasing Products by clicking on “Continue Shopping” or complete the order by clicking on “Complete Order”. Unless they have already done so, the Customer must log in to their professional Customer Account to complete the order. A summary order shall be displayed and the Customer shall be able to access all order information regarding the quantity of Products selected, the price of the Products, any charges related to the Products (e.g., shipping charges) as well as the Customer’s billing and delivery address in the Territory. To validate the order and proceed with the payment of the Price of the Products, the Customer must click on “Validate order and proceed to payment”. To validate the order, the Customer must accept these GTCs without reservation (including, in particular, the Legal Notices and the Conditions of Use of the Website). The validation of the order implies acceptance of the quantities of the selected Products, of the price of the Products and any related charges.

3.3. Order Confirmation: Schlemmer.it shall send the Customer an order confirmation by email, with a summary of the Products ordered, and details of the price of the Products and any related charges. The order confirmation summarizes the subject matter and terms of sale. The order confirmation shall constitute evidence of the entire order as well as of the right to claim the amounts payable for the performance of the order and shall also constitute the sale contract entered into by and between the parties.
Schlemmer.it shall cancel the order in the case that the Customer’s bank reports that payment by credit card has not been authorised. Schlemmer.it reserves the right not to confirm an order for any reason, in particular, due to problems with the procurement of the raw materials necessary for the Products, problems with the order received or with the delivery data provided by the Customer (e.g., failure to specify delivery address or quantity of Products ordered). Unless Schlemmer.it has expressly agreed so, no change to or cancellation of the order for any reason shall be accepted once the order has been confirmed by Schlemmer.it.

3.4. Archiving contracts for on-line sales of Products: Schlemmer.it shall retain the sale contracts concluded between Schlemmer.it and the Customer for a period of two (2) years from the delivery of the Products to the Customer. Schlemmer.it shall give the Customer access to such documents at any time through their professional Customer Account or upon a request to be sent by the Customer to Schlemmer.it by mail, at the address set out in Article 1 of these GTCs, or in the “Contact us” section of the Website.

4 – PRICE AND PAYMENT OF THE PRODUCTS

4.1. Prix des Produits : Les prix des Produits facturés sont ceux indiqués sur le Site au moment de la validation de la commande par le Client. Les prix des Produits sont indiqués en Euros, TVA comprise. In any case, the prices shown do not include shipping charges. Shipping charges shall be communicated to the Customer once the Products are in the Shopping Cart, before the Customer validates the order. Shipping charges, in particular, shall be calculated according to the place of Delivery in the Territory. Schlemmer.it reserves the right to change the prices at any time without notice.

4.2. Payment of the Products: Unless otherwise provided for in the order confirmation and referred to as a special condition of sale on the invoice deemed to have been issued and sent to Customer on the day of Delivery, payment by Customer must be made directly on-line at the time the order is placed.

4.3. Payment terms: Payment is made at the time of order, directly online by Visa, Mastercard, Maestro or virtual cards via the secure payment interface of Schlemmer.it's partner, Stripe, in order to protect all data relating to the means of payment as effectively as possible. At no time may the amounts paid be regarded as deposits or down payments and no discount is granted by Schlemmer.co.uk in the event of payment by the Customer before the invoice is due. At no time shall the amounts paid be considered deposits or down payments, and no discount shall be granted by Schlemmer.it in the event of payment by the Customer before the due date of the invoice. At no time shall the Customer’s banking information be sent to Schlemmer.it’s computer systems. The Customer expressly acknowledges that the communication of their credit card number on Crédit Industriel et Commercial (CIC)’s secure payment interface amounts to the authorization to debit their bank account for the billed price. Schlemmer.it reserves the right to establish other payment terms, taking into account, in particular, the financial guarantees offered by the Customer.

4.4. Non-payment or late payment: No order shall be shipped before the price of the Products has been fully paid, with payment to be confirmed by receipt by Schlemmer.it of a confirmation of receipt of payment from its partner, Crédit Industriel et Commercial (CIC), a specialist in secure payment over the Internet.

In the event of delay in payment, the Customer shall owe Schlemmer.it, by full right and without the need for prior notice of default, (i) delay penalties corresponding to the interest rate applied by the European Central Bank to its most recent refinancing transaction plus 10 percentage points, (ii) a lump-sum compensation for recovery costs amounting to forty (40) euro, in accordance with the provisions of Article 6 of Decree no. 231 of 2002; and (iii) additional compensation equal to 5% of the outstanding net-of-VAT amount indicated on the invoice, without prejudice to Schlemmer.it’s right to suspend all or part of the outstanding orders and take any other action to claim damages. In the case of payments by instalments expressly granted by Schlemmer.it in writing, failure to pay a single instalment shall give Schlemmer.it, by right, the right to claim payment of the entire due amount immediately.

In the event of litigation, the Customer shall owe, by full right and as a supplementary penalty, compensation equal to 15% of the amounts to be recovered and, in any case, in an amount that is not less than €1,500, subject to damages and interest and legal fees.

4.5. Retention of title: Regardless of whether the Customer chooses to pay the Products at the time of the order directly on-line or by bank transfer pursuant to Article 4.3 above, Schlemmer.it shall retain title to the Products sold until the Customer has fulfilled all of their obligations and, in particular, until the Customer has fully paid the principal amount, the expenses, the interest and ancillary charges. The Customer undertakes to allow at any time the identification and return of the delivered Products, seeing as it has been agreed that, due to the fact that the Products in stock are fungible, they are considered to be comparable to the Products whose invoices are not paid. The Customer also undertakes not to pledge or assign the title of ownership to the Products by way of security.

5 – DELIVERY OF THE PRODUCTS

5.1. Delivery Times: Delivery times (hereinafter, “Delivery”) shall be communicated to the Customer as rough estimated times in the order confirmation, without being binding upon Schlemmer.it. The Customer’s obligation to provide accurate and complete information in terms of delivery address in the Territory is essential to deliver the Products within the agreed delivery times. The failure to deliver the Products in accordance with Delivery arrangements shall not give rise to any right to damages in favour of the Customer, nor shall it result in the cancellation of other outstanding orders by the Customer. Schlemmer.it may make partial Deliveries and the Customer shall be required to accept them and make payments corresponding to the part of the order delivered.

5.2. Delivery Charges: Delivery Charges are displayed from the moment the Customer adds a Product to his Shopping Cart until the order is confirmed.

5.3. Place of Delivery and transfer of risks: Products can only be delivered in the Territory. Subject to another Incoterm specifically stated in the order confirmation, the Delivery and transfer of risks shall take place EWX (Incoterms CCI 2010) at Schlemmer.it’s warehouses.

6 – PRODUCT WARRANTY AND COMPLIANCE

6.1. Reception and use of the Products: It is the Customer’s responsibility to check the conditions of the Products upon receipt. In the case that the Products received are damaged or have been totally or partially lost, the Customer shall send a complaint to the carrier within three (3) days of Delivery, with Schlemmer.it being totally relieved from any liability. All complaints must be notified by the Customer under the conditions, terms and in the forms provided for by Article 1495 of the Italian Civil Code. The Customer expressly declares that they are familiar with the use of the Products and that they possess all technical and practical knowledge and experience to use the Products professionally in a fully safe way, in such a way as to avoid causing any danger to themselves or the others. The Customer undertakes to use the Product in accordance with the applicable rules and regulations and to ensure the necessary maintenance of the Product. Subject to the provisions of this paragraph, Schlemmer.it shall provide usage and maintenance recommendations for certain Products, which the Customer shall strictly comply with.

6.2. Apparent compliance of the Products: Any claim regarding the compliance of the Products and/or the apparent defects in them shall be admissible provided that the Customer notifies it by email (as well as by registered letter with return receipt) within eight (8) business days of the date of receipt of the Products, with clear details of any element capable of ascertaining the anomalies found. In case of non-compliance with the above requirements, the Customer shall lose the right to claim any case of non-compliance.

6.3. Warranty for hidden defects in the Products: Schlemmer.it warrants that the Products shall be free from hidden defects at the time of Delivery. Should the Customer find hidden defects concerning the Product, the Customer shall send Schlemmer.it a complaint by email (as well as by registered letter with return receipt) within the period set out in Article 1495 of the Italian Civil Code. The Customer shall have a duty to provide any justification about the defects or anomalies found. In case of non-compliance with the above requirements, the Customer shall lose the right to claim any case of hidden defects.

6.4. Implementation: Subject to submission of a claim by the Customer in accordance with the terms and conditions set forth above in Articles 6.2 and 6.3, Schlemmer.it shall be required, at its discretion, to replace or refund the Product affected by hidden defects, with the exclusion of any compensation or damages, and provided that the Customer has, soon after ascertaining the defect, refrained from personally intervening or having third parties intervene on the Product without Schlemmer.it’s prior, express, written consent and has given Schlemmer.it every chance to ascertain the alleged defects in person, if applicable. Subject to prior express agreement with Schlemmer.it, the Product shall be returned undamaged with its original packaging at Customer’s sole expense.

6.5. Disclaimer of Warranty: The Products delivered conform to the specifications stated in the order confirmation. Schlemmer.it shall not be bound by the commitments in Articles 6.2 through 6.4 in the event of (i) irrelevant differences with respect to what was agreed upon, (ii) wear and tear, (iii) damage following the transfer of the Products, or (iv) negligent use or use not in accordance with Schlemmer.it’s recommendations, abnormal handling, or specific external influences not provided for in the contract for sale. If the Customer or third parties make a change to the Product, Schlemmer.it shall not be subject to its delivery compliance obligation and legal warranty for hidden defects due to defects found or caused or any other consequence.

7 – SCOPE OF LIABILITY AND EXTRAORDINARY CIRCUMSTANCES

7.1. Liability: Schlemmer.it’s liability may be claimed only in court, and only for apparent defects or hidden defects in the Products pursuant to Articles 6.2 through 6.4 of these GTCs or for breach of a legal or regulatory obligation.

Schlemmer.it shall make every effort to ensure access to the Website, its proper functioning, and security. Schlemmer.it shall be subject to an obligation to perform certain activities (“obbligo di mezzi”) for all stages of access to the Website, ordering and delivery process. Schlemmer.it shall in no way be held liable - and the Customer acknowledges and accepts this express release from liability - for any inconvenience or damage arising out of the use of the Internet, including, in particular, service breakdown, external intrusion, transmission of computer viruses or any other form of computer practice that is likely to compromise or destroy the functionality of a computer or hinder its operation and, in any case, the Customer acknowledges and assumes the risks related to any content downloaded or otherwise obtained through the use of the Website and also agrees to be solely liable for any damage caused to its computer equipment.

Schlemmer.it’s liability is expressly excluded and may not be claimed, as acknowledged and accepted by the Customer, in the event of improper use of the Product by the Customer or third parties or in the event of failure to comply with recommendations for usage or maintenance. Under no circumstances shall Schlemmer.it be held liable for indirect, consequential or immaterial damage suffered by the Customer, including loss of profit or orders from the Customer, or damage to the brand image caused by or related to defects or flaws in the Product. In addition, Schlemmer.it’s liability shall be expressly excluded in the event of any damage caused by the Customer to third parties. In any event, for direct damage, whatever the cause, Schlemmer.it’s liability shall be limited to the price of the Product in question, net of VAT.

7.2. Statute of Limitations: all rights and actions arising from the contracts for sale between the Parties shall become time-barred twenty-four (24) months after the Delivery of the Product in question (or any other event involving an obligation on either Party).

7.3. Extraordinary circumstances: Schlemmer.it’s obligations shall be suspended in force majeure cases, as defined by Article 1349 of the applicable Italian Civil Code, including any work stoppages, manufacturing accidents, fire, floods, lock-outs, pandemics, interruptions in procurement processes occurring at Schlemmer.it’s premises or at the premises of Schlemmer.it’s suppliers and subcontractors, as well as in those cases in which events occur that are beyond Schlemmer.it’s control and prevent the latter from fulfilling its obligations under normal conditions. No compensation of any kind shall be owed to either Party in case of force majeure affecting the other Party. The Parties conventionally reject the application of Article 1497 of the Italian Civil Code relating to termination of contract for excessive costs arising after the order has been placed.

8 – INTELLECTUAL PROPERTY

Such intellectual property rights must in no circumstances be made available to third parties or used in any way (reproduction, representation, change or adjustment, etc.) without Schlemmer.it’s prior and express consent. Schlemmer.it is not bound by any warranties against eviction (other than personal warranties), with respect to intellectual property rights. Any unauthorized use or reproduction, in whole or in part, of the Products mentioned on the Website shall therefore amount to infringement. The Customer must comply with the provisions of the Legal Notices/Conditions of Use of the Website regarding intellectual property rights.

9 – PERSONAL DATA PROTECTION

Personal data is collected, stored, and used by Schlemmer.it according to the rules set forth in Schlemmer.it’s Privacy Policy.

10 – DISPUTE RESOLUTION AND APPLICABLE LAW

10.1. Applicable law: The sales concluded by Schlemmer.it shall be governed exclusively by Italian law.

10.2 Jurisdiction: In the event of disputes concerning the formation, performance, non-performance or termination of the sales concluded pursuant to these GTCs, the Parties may make an attempt to find an amicable solution. In the absence of amicable agreement between the Parties, and within thirty (30) days from the commencement of the amicable attempt for settlement, any dispute relating to the formation, execution, non-execution or cessation of sales concluded under these GTCs shall be submitted to the exclusive jurisdiction of the Commercial Court of Besançon (France). This clause shall apply to any proceedings. As a departure from this clause, Schlemmer.it may elect to take legal action before the Court of the place where the Customer’s principal place of business is situated or there the Delivery of the Products takes place.