Art. 1 – Field of validity
The following terms and conditions of sale shall apply to any contract of sale of goods and services between the Seller and the Buyer and shall be considered an integral part thereof.
The application of any different rule is expressively excluded, even if stated by the Buyer in his own general terms of purchase. Any change of the following Terms and Conditions of Sale shall be confirmed by a written communication of Seletti, which reserve the right to indicate different conditions for every single offer or order confirmation. The specific conditions shall prevail over the following Terms and Conditions. Purchaser shall be deemed to have full knowledge of the terms and conditions herein.
Art. 2 - Definitions
For the purpose of this contract, the following words shall have the following meanings. “Products” means the objects made and commercialised by the Seller, with the mark “Seletti” (or with a mark that contains the word “Seletti”). The eventual description of the purchased objects shall be specified in the document named “Order”; the word “Product”, and this contract itself, shall be automatically extended to any object/addition made or commercialised now or in the future by the Seller with the “Seletti” mark, and which the Seller will assume to provide to the Buyer under this contract.
Art. 3 – Orders and sales
3.1 The Buyer shall submit the order of purchase with the description of the products, the required amount and the relevant time-limits of delivery.
3.2 The sale shall be considered as concluded: (i) as the Buyer receives from Seletti a written confirmation of the order (by e-mail, fax, or any other electronic means), according to the present Terms and Conditions (ii) or, in the absence of a written confirmation, as the products are shipped or delivered to the Buyer.
3.3 The regularly accepted orders shall not be cancelled by the Buyer, unless under a written consent of Seletti.
3.4 As an alternative, the contract of sale shall be considered as concluded and shall become effective at the time when one of the Parties begin to execute the contract itself, within the meaning of the article 1327 of the Italian Civil Code.
Art. 4 – Obligations of the Buyer
4.1 The Buyer shall:
a) purchase the products according to the terms and conditions stated at article 7, in the full respect of the minimum amount of purchase;
b) respect the terms of payment stated at article 6;
c) respect the provisions of the present contract and, however, everything expressively agreed as a complement thereof.
Art. 5 – Obligations of the Seller
During the whole duration of the contract, the Seller shall:
a) make the best possible effort in order to satisfy the request of purchase coming from the Buyer;
b) deliver the products in the full respect of the terms and conditions stated at article 8.
Art. 6 - Prices and Terms of Payment
6.1 The price of the products, which shall be paid by the Buyer for the purchase, will be agreed from time to time between the parties or will be indicated in catalogues into force at the time when the order is receipt by the Seller. Eventual discount may be applied if agreed by the parties for single supplies or groups of supplies.
6.2 A price list – into force at the date of the conclusion of the present contract – may be enclosed with the present General Conditions of Sale (Annex 1). Unless otherwise agreed by the Parties, the prices shall be EXW. Seletti reserves the right to modify unilaterally, without notice and with immediate effect, the prices indicated in the price list in case of circumstances beyond the control of Seletti (included, but not limited to: an increase in the price of raw materials, in the labour cost or a change of exchange rate). In any other cases, the change shall be notified to the Buyer and will become effective for every order starting from the 30th day following the communication to the Buyer.
6.3 Unless otherwise agreed by the parties for each single supply, the payment shall be made in advance.
Art. 7 – Minimum order guaranteed
7.1 Unless otherwise agreed by the parties, the Buyer shall order a supply of products, whose value shall not be less than € 500,00. Therefor, Seletti reserves the right to refuse order whose amount is below the one indicated in the section above. Seletti’s refusal shall not be considered as a default of the Seller.
Art. 8 - Delivery
8.1 The Seller shall deliver the products within 120 days after receipt of the request of supply.
8.2 The delivery shall be made at the Buyer’s offices or at the different place indicated in each single order.
8.3 Unless otherwise agreed in a written form by the parties, Seletti shall deliver the products EXW at their premises. Under specific request, Seletti shall manage the transport of the products at risk, cost and expenses of the Buyer.
8.4 The delivery shall be made within the term indicated in the order (and accepted in the order confirmation) or, if the time limit is not mentioned in the order, within 120 days after the first working day following the confirmation of the single order. Seller's delivery dates are approximate only and do not represent essential terms under the article 1457 of the Italian Civil Code. However, delivery dates do not include shipping terms.
8.5 Notwithstanding the provisions of the section 8.4 above, the Seller shall not be held liable for loss, delays or expense whatsoever incurred by Buyer due to circumstances beyond the control of Seletti, including, but not limited to:
a) inadequate technical data, inaccuracies or delays of the Buyer during the transmission of necessary delivery information;
b) difficulties in obtaining raw materials;
c) problems linked to the the production and to the planning of orders;
d) partial or total strike, lack of electric energy, natural disasters, measures imposed by the public authorities, transport difficulties, reasons of force majeure, unrest, terrorist attack and any other reason of force majeure;
e) shipper delays.
8.6 The occurrence of any of the events listed above shall not give the Buyer the right to compensation of eventual economic loss.
Art. 9 - Transport
Unless otherwise agreed by the parties, the transport shall always be at Client’s risk and cost. Even if Seletti will be asked to manage the delivery under article 8.3. In this case, in lack of specific indication of the Buyer, the Seller will chose the mean of transport considered more appropriate.
Art. 10 – Eventual resale and trading initiatives
Unless otherwise formally agreed in a written form, in case of a resale intention, the Buyer shall respect the following obligations, limitations and provisions:
the “Seletti” trademark shall be used in full respect of the boundaries and terms stated in the following sections number 12 and 13;
the images and photography provided by the Seller shall be used in full respect of the boundaries and terms stated in the following section number 13;
the resale price shall not be lower than the one indicated in Seletti’s price list; regardless of the eventual discount reserved for the Buyer;
the resale by the mean of electronic market place (such as: Amazon, e-bay, etc...) is strictly forbidden. In case of violation of the prescriptions stated above, the parties agree that the Buyer shall pay to the Seller the amount of € 10.000,00, as a penalty clause. However this applies without prejudice of the eventual greater commercial damage or prejudice of the Seller’s reputation. Nonetheless, this applies without prejudice of the Seller’s right to interrupt any sale to the Buyer (even if the orders are already confirmed) and to refuse any further order of the Buyer.
Art. 11 - Terms of Warranty and responsibilities
11.1 The Seller guarantee that the Products are free from defects and flaws and that they comply with the technical provision of the European Union. The warranty and its terms operate within the limits the Italian law.
11.2 Complaints shall be made in a written form and addressed to Seletti by registered letter, fax or certified e-mail within eight days of the delivery.
11.3 In case of Seller’s express request, the complained products shall be sent (for a control) to Seletti’s office or to the different place subsequently disclosed from time to time, at Buyer’s risk and cost, unless otherwise agreed.
11.4 The Seller, with his fair and honest judgement and following an examination of the complained defects, shall replace or repair each product or parts of it, or reimburse the price by the mean of a credit note.
11.5 The warrant does not cover damages or defects arising from additions installed by the Buyer and/or third party. In case of replacement of the product, the property of the product replaced or of a part thereof will be transferred to Seletti.
11.6 However, the Client shall not be covered by the warrant if the price is not paid with due regard for the conditions and terms agreed, even if the Client’s default is related to a different product, other than those for which the replacement/repairing is required.
11.7 The Seller does not recognise any warrant related to the conformity of products to provisions of Countries, which are not part of the European Union. No other warrant, expressed or implicit (such as the guarantee of assurance that it will function correctly or that it will be suitable for a specific purpose) is provided.
11.8 Without prejudice of what stated above and except in the case of intentional fault and serious misconduct, Seletti shall not be held liable for any damage arising from defects of the products. Anyway, the Seller shall not be held liable for indirect damages of any nature, including – but not limited to – a loss of earnings due to Buyer’s delay.
11.9 In any case, the Client’s right of damages compensation shall be limited to a maximum amount equal to the value of the flawed products.
11.10 As the present contract is for any reason terminated, the Seller shall not assist or guarantee the Client, unless otherwise agreed in a written form by the parties.
11.11 The Seller shall not be held liable for any default, including the failed or delayed delivery, in case of reasons of force majeure or in case of circumstances beyond the reasonable control of Seletti.
11.12 The Seller shall not be held liable for property damage or injuries arising from an improper use of items or from recklessness, negligence, malpractice of the users, force majeure, wrong storage, infringement of laws, regulations, orders or disciplines.
Art. 12 – Intellectual property rights and use of Seletti’s trademarks or distinctive signs
12.1 The intellectual property rights are exclusively owned by Seletti and their use or communication in the field of this General Terms and Conditions of sale do not establish any right in favour of the Buyer. The Buyer shall not undertake any action incompatible with the ownership of the intellectual property rights.
12.2 The “Seletti” registered trademark is at the heart of the Seller’s commercial reputation and represents the results of a consistent activity of investment, protection and promotion of Seletti’s reputation, linked to luxury and design. The “Seletti” trademark is of exclusively property of the Seller. Therefore, Seletti exclusively owns any right related to the use of the mark. Any use of the mark, if not expressively approved in a written form, is strictly forbidden.
12.3 The Buyer shall not use or register similar or confusing marks. The Buyer shall use “Selletti” trademark only in full respect of Seletti’s instructions and for the mere purposes indicated in the present General Conditions of Sale. Nonetheless, the Buyer shall not register or use Web domain, username, e-mail accounts, profile name on social network or username on web communities or other identification elements which are similar or confusing. In case of violation of these obligations, the Buyer shall stop the conduct and transfer to the Seller any of those identification elements for free.
12.4 Unless otherwise agreed in a written form, the use of the trademark by the Buyer is strictly forbidden, in particular in case of intent of resale (under clause 10 above). The prohibition concerns the mark, as well as any implicit or expressed reference to it (such as the link of the official website, graphic reminders of the trademark, etc.).
12.5 The prohibition mentioned above also concerns the Buyer’s identification or promotions of the products of the present contract, even if in the sole interest of the Seller. Similarly, any trading initiative including the use of the mark or of any other identification sign of the Seller is forbidden, unless otherwise agreed by the parties in a written form.
12.6 If the Seller approves the use of the mark, the mark shall not be linked to obscene, defamatory, illegal (or able to disturb rights of third party) materials/data; and shall not as well be linked to inferior quality goods. In particular, the authorised Buyer shall not in any manner vilify, degrade or vulgarize the mark and the good reputation of the Seller. In case of violation of the obligations mentioned above, the Buyer’s conduct shall be considered as a serious breach of the contract. The Seller, as a consequence, has the right to immediately terminate the contract, ipso iure, under article 1456 of the Italian Civil Code, as well as the right of asking for a compensation of economic damages.
12.7 In case of violation of the prescriptions stated above, the parties agree that the Buyer (under article 10 above) shall pay to the Seller the amount of € 10.000,00, as a penalty clause. However this applies without prejudice of the eventual greater commercial damage or prejudice of the Seller’s reputation.
12.8 However, the Buyer shall promptly inform the Seller of any violation occurred by third party and related to the trademark or other intellectual property rights, immediately on learning of them.
12.9 The Buyer shall stop any use of the mark or of any other identification signs starting from the communication of the withdrawal of the respective authorisation. The communication can be made at any given time, in order to protect Seletti’s reputation, by e-mail, certified e-mail, registered letter or any other mean of communication. The prohibition of the use of the mark or of other distinctive signs shall be considered automatically into force in case of violation of the bans stated in this article, as well as in case of termination of the present contract.
12.10 If the Seller expressively approves, in a written form, the use of the trademark by the Buyer in order to identify and promote Seletti’s goods, the authorisation shall be considered limited to products sold by Seletti and in the Buyer’s actual availability.
Art. 13 – Use of the images and copyright
13.1 The Buyer’s promotion of Seletti’s products on his own web platform shall be only supported by images and photographs specifically provided by the Seller and of Seller’s exclusive property. Any other graphic material (developed for promotion) shall be approved in advance and in a written form by the Seller.
13.2 The use of Seletti’s images or photographs is permitted only to the one and only purpose of identifying and promoting Seletti’s products, in the sole interest of the Seller. Any other trading initiative (involving the use of Seller’s images or photograph) shall be approved in advance and in a written form by the Seller.
13.3. Other than as provided for by the section 13.1, the use of images or photographs owned by Seletti on e-commerce platforms, or on electronic market place (such as: Amazon, e-bay, etc...), catalogues and other means of promotion or sale is strictly forbidden. In case of violation of the obligations mentioned above, the Buyer’s conduct shall be considered as a serious breach of the contract. The Seller, as a consequence, has the right to immediately terminate the contract, ipso iure, under article 1456 of the Italian Civil Code, as well as the right of asking for a compensation of economic damages. In case of violation of the prescriptions stated above, the parties agree that the Buyer (under article 10 above) shall pay to the Seller, the amount of € 10.000,00, as a penalty clause. However this applies without prejudice of the eventual greater commercial damage or prejudice of the Seller’s reputation. If the Seller expressively approves, in a written form, the use of the trademark by the Buyer in order to identify and promote Seletti’s goods, the authorisation shall be considered limited to products sold by Seletti and in the Buyer’s actual availability.
Art. 14 – Duration
These General Terms of Sale shall take effect from the date of signing of the Buyer and have an indefinite duration, subject to the right of consensual withdrawal of both Parties.
Art. 15 - Termination of the Contract
15.1 The Seller has the right to terminate any Contract with the Buyer, with immediate effect, in accordance with art. 1456 of the Italian Civil Code, by notice sent through registered letter, fax or certified e-mail in the following cases:
a) if the Buyer fails to fulfil its obligations under section n. 4;
b) if the Buyer fails to fulfil its obligations under article under section n. 10;
c) if the Buyer fails to fulfil its obligations to pay within the terms stated in article n. 6;
d) if the Buyer uses Seletti’s images or trademarks in breach of what stated in sections n. 12 e 13.
15.2 The Parties has the right to withdraw with immediate effect by each Contract and to obtain a compensation of economic damages in case of default of the counterpart.
15.3 In any case, the Seller has the right to suspend performance of the obligations, under article 1461 of the Italian Civil Code, if the Buyer's economic and financial situation can be reasonably considered a situation of crisis able to endanger the performance of the counterpart’s obligations (unless an appropriate guarantee is given).
Art. 16 - Applicable law and competent Jurisdiction
16.1 These General Terms of Sale and each Contract entered into by the Buyer with the Seller shall be governed by Italian law.
16.2 Any dispute arising between the Parties concerning the interpretation, validity or enforcement of these General Terms of Sale and any Contract shall be referred to the exclusive jurisdiction of the Court of Mantova.
Art. 17 - Communications
Every communications related to the present contract, to its execution or termination, shall be made in a written form and addressed to the office mentioned in the heading of the present writing or to the place subsequently disclosed by registered letter, fax, e-mail or certified e-mail, with advance of at least ten days.
Art. 18 – General Provisions
18.1 The present contract is not totally or partially transferable, unless under previous written agreement of the Parties.
18.2 The invalidity of one single provision of the present contract shall not invalidate the remaining.
18.3 The tolerance, even repeated, shown by the Seller, of Buyer’s violations of the obligations assumed under this contract does not constitute a precedent and neither compromises the validity of the section or clause infringed. As a consequence, delays or omissions of the Seller in order to claim a right or exercise a power arising from the present contract shall not be interpreted as acquiescence or renunciation of the right.
18.4 Under penalty of nullity, any change or integration of the present contract shall be made by in a written, subscribed (by both Parties) and dated form.
18.5 The present contract annuls and replaces any previous written or oral agreement.
Art. 19 – Annex
A price list – into force at the date of the conclusion of the present contract – may be enclosed with the present General Conditions of Sale (Annex 1). It shall be considered an integral part of the present contract.