GENERAL TERMS AND CONDITIONS OF SALE
All contracts between MINICONF S.p.A. (hereinafter “Miniconf” or “Seller”) with registered office at Via Provinciale, 1/A, 52010 Ortignano Raggiolo (AR), VAT no. 00249390519 and the customer (hereinafter “Buyer”), concerning the sale on sample type (pursuant to art. 1522, paragraph 2 of the Italian Civil Code) of clothing products, concluded at the Seller’s premises or through Agents or Promoters, are regulated, as well as any relationship that may arise from them, including restocking and order supplements , by the following rules (hereinafter “General Terms and Conditions of Sale”), which the Buyer expressly declares to know and which, in any case, can always be consulted on the Miniconf website:
1) Conclusion of the contract: The order proposal constitutes an irrevocable proposal pursuant to and for the effects of art. 1329 of the Italian Civil Code, to which the Buyer remains bound for the duration of 120 (one hundred and twenty) days from its signature during which Miniconf may reject it, even partially, by written communication; beyond this term, the order proposal will be considered tacitly accepted and the sales contract will be considered concluded. Any modifications, reductions and/or cancellations subsequent to the conclusion of the contract must be requested in writing by the Buyer and expressly accepted by the Seller. Modifications, reductions and/or cancellations after the closing date of the sales campaign shall in any case not be accepted.
2) Execution of the contract: During the execution of the contract, the Seller is expressly granted a commercial tolerance of 10% less than the quantities indicated in the sales contract, with express waiver of the Buyer’s right to claim damages and/or indemnities and/or compensation in relation to any unilateral reduction of the supply. Without prejudice to the above, the Seller may, at any time, suspend or cancel, even partially, the execution of the order in the event of impediment due to force majeure or if, at its sole discretion, there are no guarantees of the Buyer’s solvency or if the Buyer has defaulted or delayed in paying, even partially, for previous supplies. In particular, it is expressly agreed that the revocation, even partial, of the insurance credit line granted to the Seller and related to the supply of goods to the Buyer shall constitute cause for termination of the sales agreement.
3) Delivery time: The Seller is also granted a commercial tolerance of 15 (fifteen) working days with respect to the term specified in the sales contract for delivery of the goods. However, split shipments (interim shipments of an order) are permitted. 15 days beyond the deadline indicated in the sales contract without delivery, even partial, having been made, the Buyer may legitimately request or invoke termination of the contract by sending a registered letter or certified email. In any case, the Buyer waives the right to claim damages and/or indemnities and/or compensation in the event of delays in delivery, even if delivery is made after the tolerance period of 15 days and even if delivery is not made at all, for whatever reason.
4) Shipment of the supply: Unless otherwise stipulated on the face of the order proposal, the goods shall in any case travel at the risk of the Buyer. It is the Buyer and/or the recipient’s responsibility to assert claims against the carrier in the event of loss, damage, delay, etc., and to always check the goods when unloading and to make written reservations. Taxes and duties in force at the time of delivery shall be borne by the Buyer, as well as all expenses in any case connected with or resulting from the order.
5) Disputes and complaints. Deadline: Any objections, complaints or claims regarding the execution of the contract or any missing or damaged boxes in the supply must be made, under penalty of forfeiture, by registered letter or certified email within the mandatory time-limit of 8 (eight) calendar days from receipt of the goods. In the absence of such timely complaint, the goods shall be deemed accepted and no guarantee shall be due from the Seller. Since the sale is made by means of physical or digital samples, any differences of a technical nature are tolerated, concerning the finish of the garments, colour gradation, quality, width, weight, which, therefore, shall not be subject to dispute. Compensation for damages is excluded in any case. In any case, the Buyer may not raise any objection or action against the Seller, unless the relevant invoices have been paid. In any case, no objection, claim or complaint shall be accepted in respect of garments that have undergone packaging changes by the Buyer.
6) Returns or replacements: Any returns or replacements shall only be accepted if previously authorised in writing by the Seller and always subject to verification of the goods by the same. In this case, the Buyer shall provide the Seller, together with its transport document, with the return authorisation which, in any case, can never be understood as an acknowledgement of the defects and/or faults complained of.
7) Failure of the Buyer to fulfil its obligations: Without prejudice to the provisions of clauses 8 and 12, in the event that the Buyer fails to execute the purchase agreement in accordance with the terms agreed upon, and in particular fails to pay the price on time, the Seller shall have the right, at its own choice and without prejudice to any other legal measure including compensation for damages, to request the Buyer to terminate the agreement or to request the immediate and complete fulfilment of its obligations for the part of the agreement that has already been executed, with the consequent automatic forfeiture of the Buyer’s right to the benefit of the term pursuant to art. 1186 of the Italian Civil Code. The Seller shall also have the right to suspend deliveries in progress until the Buyer has remedied its own non-fulfilments (also referring to a previous sale) and given suitable guarantees for future fulfilments; otherwise, the Seller shall have the right to withdraw from any contract in progress with the Buyer.
8) Product prices: The prices in the invoice are those in force at the order confirmation, and, this failing, at the delivery of the products. Should production costs of the goods vary after the conclusion of the contract, Miniconf S.p.A. expressly reserves the right to change the prices mentioned in the proposal, after preliminary notice to the purchaser. Should this variation be higher than 10% (ten per cent) with regard to the prices mentioned in the proposal, the purchaser, in so far as the products whose price has changed are concerned, shall have the right to cancel the contract, and shall inform about it in writing within 3 (three) days, no later, after getting the information by Miniconf S.p.A., without any right to compensation or indemnity of any sort.
9) Payment of the price: Payments, in whatever form agreed upon, shall be made at the Seller’s premises; the issuance of credit instruments by the Buyer shall not entail novation of the contract nor of any of its clauses and shall be considered only as intended to facilitate the settlement of the relationship. The costs incurred for stamp duty on payment instruments shall be borne by the Buyer. In the event of non-payment and/or delayed payment, the Seller shall have the right to demand and apply a default interest rate in the amount provided for by Legislative Decree no. 231 of 2002, in addition to the penalty provided for in Clause 11 below, as well as all administrative, banking, stamp duty and collection expenses. The Buyer may not raise exceptions of set-off except for claims that the Seller has expressly acknowledged in writing in their existence and extent.
10) Sale of the products by the Buyer: The Buyer undertakes to sell the items purchased from the Seller exclusively at the sales outlet(s) indicated in the header of the order proposal and not to transfer them to another retailer without prior and explicit authorisation granted from time to time, and in writing, by the Seller.
The Buyer will never use the trademarks owned or licensed by Miniconf at events or other advertising activities, on its own headed paper or for its own advertising in any form whatsoever, unless expressly authorised in writing by Miniconf. In any case, the Buyer will not in any way violate the industrial property rights of the Seller. In the case of on-line sales, this can only take place through the website owned by the Buyer, which must be communicated in advance to Miniconf. The Buyer, also for the aforementioned reasons, also agrees not to resell and/or transfer the purchased items to another retailer and/or intermediary, including on-line sales portals, or to other related companies without written authorisation from the Seller. The Buyer must not offer the garments below cost and, in any case, must adopt pricing policies that are in line with the positioning of Miniconf’s brands on the market, as well as in compliance with the rules and regulations applicable to end-of-season promotional sales, also with reference to the periods in which this is permitted.
In the event of non-fulfilment of the obligations set forth in this article, the Seller shall have the right to terminate the contract pursuant to Art. 1456 of the Italian Civil Code by simple written notice to be sent to the Buyer by registered letter with return receipt or certified email, with all legal consequences, also in terms of compensation.
11) Territorial exclusivity: Territorial exclusivity will only be recognised if confirmed in writing directly by the Seller.
12) Penalties: Without prejudice to compensation for any further damages, pursuant to Art. 1382 of the Italian Civil Code, the parties agree to the application of the following penalties: 30% of the value of the supply in the event of refusal to receive the goods ordered and/or in the event of non-delivery of the goods due to termination of the sales contract for reasons not attributable to the Seller; 30% of the value of all orders transmitted by the Buyer and accepted by the Seller during the sales season in which the breach occurs, for violations of the obligations under Art. 9. The Buyer, in this regard, acknowledges the appropriateness of the penalties indicated in this clause and waives the right to bring an action for reduction pursuant to Art. 1384 of the Italian Civil Code.
13) Acquisition of Ownership: As provided for in Art. 1523 of the Italian Civil Code, the Buyer acquires ownership of the goods only upon payment of the last instalment of the supply.
14) Authorisation to the processing of personal data: The Buyer hereby authorises the processing of their personal data for the execution of the sales contract in accordance with GDPR 679/2016.
15) Applicable law: The parties acknowledge that Italian law is the only law valid for all articles and clauses of this contract.
16) Exclusive jurisdiction: For any possible dispute relating to the signing and/or interpretation and/or execution and/or termination of the present contract, the court of AREZZO shall have exclusive jurisdiction, with the exclusion of any other alternative or competing court.
17) Order confirmations: Order confirmations will be available on Partnerlab.
The Purchaser, also pursuant to Art. 1341 and 1342 of the Italian Civil Code, if and insofar as applicable, declares to know and specifically approve the clauses indicated above in numbers 1 (Conclusion of the contract), 2 (Execution of the contract), 3 (Delivery time), 4 (Shipment of the supply), 5 (Disputes and complaints. Deadline), 6 (Returns or replacements), 7 Failure of the Buyer to fulfil its obligations), 8 (Product prices), 9 (Payment of the price), 10 (Sale of the products by the Buyer), 11 (Territorial exclusivity), 12 (Penalties), 13 (Acquisition of Ownership), 14 (Authorisation to the processing of personal data), 15 (Applicable law) and 16 (Exclusive jurisdiction) and 17 (Order confirmation).
Last update 25/05/2022