GENERAL TERMS AND CONDITIONS FOR VERYSIMPLE ORDER
The following Terms and Conditions of Sale regulate the sales of Goods sold by VAPE Classic s.r.l. VAT 05677580721 (hereinafter referred to as “Seller”). All contracts of purchase for Goods produced by VAPE Classic s.r.l. and sold to a third party (hereinafter referred to as “Buyer”) are governed by the following General Terms and Conditions, which make up a fundamental part of every and any proposal, order and confirmation of the purchase of the Goods.
I. ORDER PROPOSAL
All order proposals sent to the Seller must be filled in correctly and include all the necessary details about the Goods the Buyer wishes to purchase. Each order proposal sent to the seller constitutes a Contractual Offer from the Buyer’s part. Once the order proposal has been received, the Seller reserves the right to cancel or accept the order.
Should the seller become aware of any protests, seizures of property, foreclosures and/or any other acts on the Buyer’s part that might compromise the sale or should the Buyer be found in a state of financial difficulty once the order has been confirmed, the Seller reserves the right to suspend the contract and ask for specific warranties or terminate the contract due to failure of the Buyer to comply with the Conditions of Sale, according to art. 1456 c.c., in which case the Buyer will be notified by registered letter with advice of receipt.
The undersigned agent declares, under its responsibility, that it has fully followed all the commercial terms of which it knows and accepts the contents and for which it has subscribed the conditions for acceptance.
The valid price of the Goods will be calculated at the time of delivery and indicated in the order proposal. The prices may be modified by agreement of the parties only through valid written statement.
All payments must be made in euros through one of the methods specified in the order proposal. The Seller reserves the right to change the payment methods in the order proposal at his own discretion due to credit, limited reliability and/or changes in the financial or economic status of the Buyer as a result of the analysis of the company assessing the Seller’s credit reliability. A payment delay will result in a late charge at the rates provided for in art. 5, D.Lgs. 231/2002.
Payments will be considered valid when the full amount has been definitively transferred on one of the Seller’s bank accounts. The Buyer has no right to withhold payments. The Seller does not distribute his products on approval basis nor are the products sold on consignment unless otherwise specified approval on the contract by the Seller himself.
Seller retains ownership of the Goods until the Buyer has paid for them in full. Should a delay of payment occur or should the Buyer fail to pay one or more of the installments, the contract will be terminated and the Seller will repossess the goods and keep the money he received as compensation. The Seller reserves the right to ask for the compensation for all damages suffered.
IV. DELIVERY TIMES AND DELAYS
The delivery date is approximate and is calculated after all the Conditions of Sale have been irrevocably shared and agreed upon by both parties and the Buyer has paid for the Goods in full and in a timely manner. Should any delays in payments occur both for current and previous orders, the Seller reserves the right to suspend the contract and/or the order proposal until the amount owed has been paid in full or the Buyer provides the Seller adequate warranties to pay the remaining installments.
The delivery date specified by the Seller only refer to Goods stored in the Seller’s warehouses and are not bound. Seller reserves the right to confirm and/or modify the Goods at his own convenience. The Seller reserves also the right to reduce the number of pieces up to 20% of the order for the needs of production launches. The Buyer cannot ask for compensation nor cancel the order should the delivery be delayed, unless the delay is greater than 30 (thirty) working days.
Any variation of the delivery conditions must be agreed upon by both parties (Seller and Buyer) and will not be valid unless the Seller approves a written request. Planned delivery time is calculated in working days and may be delayed due to unforeseen factors out of the Seller’s control such as strikes, labor disputes, fires, floods, delayed deliveries from subcontractors, loss caused by the courier or other reasons of force majeure. The Seller may reserve the right to deliver partial shipments.
The goods travel at the Buyer’s own risk. Seller will not be responsible for any damages that may occur during shipment. The Buyer relieves the Seller of liability of the goods once they have been shipped (goods have been handed over to the courier).
Upon delivery, the Buyer must check that 1) the number of parcels is equal to the amount indicated in the delivery note 2) Goods received match the description in the documentation 3) the packages haven’t been tampered with, damaged or otherwise altered. Buyer must notify the Seller within 8 working days from consignment should he wish to report any anomalies. Any and all damages should be reported within 8 working days to Seller. Any reports filed past the aforementioned time frame will be ignored.
Buyer should claim any manufacturing defects found in the Goods within 8 (eight) working days after receiving the Goods and send a notice by registered letter or fax. Items presenting minor differences in quality, color, weight and finishing will not be considered defective.
Should any complaints be deemed valid the Seller reserves the right to either repair or replace the defective items with another same article or refund the price of the defected Goods in full.
The Buyer can only ask for replacement once during the season and it cannot exceed 15% of the order proposal unless stock availability.
A replacement fee of 20% will be applied on the amount of replaced items. The invoice will be issued for delivery. Replacement will be accepted within the following deadline: Spring/Summer within 30th of May and Fall Winter within 30th of November.
The Buyer may restock according to stock availability and with no additional shipping fees. Buyers must restock a number of minimum 5 items. Should the restock be less than 5 items the restocking transportation cost will be at Buyer’s charge.
IX. ORDER CANCELLATION
Seller will only accept order proposal cancellations within 30 days from the original order proposal confirmation through a valid communication to Seller.
If the Buyer does not cancel the order within the aforementioned time frame the order proposal is automatically confirmed. The Buyer may cancel the order proposal after the above written deadline paying a compensation fee equal to 30% of the value of the original order proposal.
X. BUYER FAILS TO COLLECT THE GOODS
Should the Buyer fail to collect the goods at the place and time shown on the order proposal form
the same will be deemed in default from the day of delivery. the Goods will be held by the Seller for a period of ten days, after which the contract will be terminated and the Buyer be asked to pay a compensation fee equal to 30% of the total value of the order proposal.
Written approval from the Seller is necessary for any and all returns, in which case Goods are to be sent back to the Seller’s warehouse. Unauthorized returns will be rejected and the Buyer will be charged for the full price of the order should the Goods be returned without a valid reason.
XII. BUYER INSOLVENCY - TERMINATION OF THE CONTRACT
Should the Buyer fail to pay more than one installment in a timely manner the Seller will be authorized to collect the remaining amount or terminate the contract pursuant to art. 1456 c.c., in which case the Buyer will be notified by registered letter with advice of receipt. Should the contract be terminated, all Goods must be returned to the Seller immediately. Failure to return the item will result in a daily late fee of 50,00€. The compensation of all damages suffered is also considered. The Seller may keep any sum received prior the termination of the contract as compensation for any damages.
XIII. TERMINATION OF THE CONTRACT
The seller reserves the right to terminate the contract at any given moment should in the circumstances specified in section I of these conditions occur including those out of his control. Once the Buyer has been notified by the Seller by fax or registered letter with advice of receipt, the contract will automatically be terminated. Should the Buyer be responsible for the termination of the contract the Seller may ask for compensation for any and all damages.
XIV. GOVERNING LAW AND JURISTICTION
This contract is governed by the laws of Italy. Any dispute in connection with or arising out of or in connection with this contract shall be subject to the exclusive jurisdiction of the Court of Trani, Italy.
By signing this contract, pursuant to art.13 D.Lgs. n.196/2003, the Buyer declares 1) that he is aware of the purposes and methods of treatment of his personal data, which will only be used for the purpose of assessing his financial situation 2) that he is aware of the consequences that might arise should he refuse to disclose his personal data 3) That he is aware of his rights pursuant to art.7 of the aforementioned law. The Seller states that his personal data will be managed by the legal representative of VAPE Classic, Mr. Francesco Valente.