Sales term

1. GENERAL POINTS – NOTICES
   These general sale conditions govern the contractual relationship arising between the parties following acceptance by STILLEBEN of the customer’s purchase proposal/order and supersede the versions contained in previous catalogues, online catalogues and in any agreement reached between the parties, except for any written agreements that expressly make exceptions to the content of these general sale conditions, on headed STILLEBEN paper duly signed by the company’s legal representative.
   All the descriptions and illustrations in this online catalogue or in other commercial documentation of STILLEBEN only have the purpose of providing the customer with a general idea of the products and shall not form part of the contract between STILLEBEN and the customer.
   These general sales conditions do not apply to exports, which are subject to different contractual conditions. Thus if the supplied subjects are subsequently exported, it shall be the customer’s responsibility to obtain, at his own expense, all the licences and permits required, and to abide to the export regulations in force in Italy and the destination country, with particular reference to export standards for food products. Under no circumstances will STILLEBEN issue a pro-forma invoice.
   
   Notices
   – The Customer must read carefully the sales conditions before placing any order.
   – By accepting the sales conditions and sending an order, the Customer declares that:
   
   1. he has read, understood and accepted entirely and without reserve the sale conditions;
   2. authorizes STILLEBEN to store, process, use and transfer to third parties and/or outside Italy the (personal) data contained in the order to order to meet the order.
2. PRICES
   The prices in the online catalogue in EUROS include the current VAT rate. The prices stated on the Internet (wwwstilleben.it) may vary because of the cost of raw materials or other factors linked to the production of the products. If the listed price of the ordered STILLEBEN product is at the time of receipt of the order different from that indicated by the customer on the order form, STILLEBEN will immediately contact the customer, who shall be at liberty to confirm or cancel the order. If the prices are not expressly indicated or in the case of deliveries of products that are not listed on STILLEBEN’s online catalogue, the prices must be agreed specifically and confirmed in writing by STILLEBEN before dispatch of the product.Dispatch and delivery costs may vary according to the country and the size of the order and shall be invoiced to the Customer at the moment of dispatch of the ordered products, on the basis of the dispatch prices that apply that are set out in the relative section of the website.
3. ORDERS
   The orders can be submitted by the Customer according to the methods indicated on the website (www.stilleben.it). The order shall be considered to be a contractual proposal as this online catalogue merely provides information and is therefore an offer to treat.
   STILLEBEN can accept the offer by meeting the order directly without any need for formal acceptance of the order.
4. DELIVERIES
   The products will be delivered according to the transport and cost conditions set out on the website (www.stilleben.it), unless a different delivery service is specifically requested by the Customer. It is nevertheless understood that delivery dates are non-binding. By way of exception to what is stated above, STILLEBEN thus reserves the right to change delivery costs during the period of validity of the catalogue. If the delivery cost is greater than what is indicated in the catalogue, the relative price shall be communicated by STILLEBEN to the Customer before dispatch, which shall occur only after the Customer has accepted the new price within 3 (three) days of STILLEBEN’s communication. Unless otherwise agreed, delivery shall be to the address that the Customer specifies in the order, it remaining understood that if the Customer intends to collect the products directly from STILLEBEN – at Via Vincenzo Palmieri 3 – 41043 – Formigine (MO) – he must request to do so when placing the order; STILLEBEN is free to grant this request. In the latter case, STILLEBEN will notify the Customer of the date on which the goods can be collected by the Customer. The Customer can collect within 10 days from receipt of the aforesaid communication. If the Customer is late in collecting the product, STILLEBEN reserves the right to terminate the agreement by notifying the Customer thereof.
5. EXAMINATION OF THE PRODUCTS
   The Customer must examine incoming goods upon receipt and notify STILLEBEN within 8 (eight) days of delivery of any detected – or detectable – defects detected during examination, or lodge any other complaint about the products. If the Customer has not made the above communication, the products shall be considered to have been definitively accepted and to be compliant with what is requested in the order, although non-apparent defects can be reported within 1 (year) of delivery provided that the report is made within 8 (eight) days of their discovery (pursuant to the provisions of article 1495 of the Italian Civil Code). The Customer may reject the delivery by the carrier of damaged packages and must in such an event immediately inform STILLEBEN of the event; otherwise, the goods delivered shall be deemed to have been accepted in their entirety in the state in which they find themselves at that moment.
6. TRANSFER OF RISK AND OWNERSHIP
   Ownership of the goods is transferred to the Customer when the latter collects them from STILLEBEN – Via Vincenzo Palmieri 3 – 41043 – Formigine (MO) or, in the event of delivery to the Customer’s address, at the moment in which the goods are delivered to the carrier.The goods travel at the Customer’s risk even when the goods are free at destination, it being agreed that each dispatch is made at the precise request and on behalf of the Customer, and accordingly STILLEBEN is exonerated from any liability by the delivery of the goods to the carrier or to the Customer if the latter decides to withdraw the goods personally or via a person acting on the Customer’s behalf. In the event of non-payment, STILLEBEN shall be entitled, at its sole discretion, to avail itself of the termination clause specified in the next section, “Payments and Express Termination Clause” or of any other legal remedy, including forced sale or repossession pursuant to article 1519 of the Italian Civil Code. If it is necessary to allow STILLEBEN to exercise and protect its rights, the Customer shall allow STILLEBEN, its employees and agents to access its premises for the sole purpose of recovering unpaid products. It is also understood that STILLEBEN shall be in all cases entitled to claim full compensation for any harm suffered through the Customer’s non-compliance.
7. WARRANTY
   If, after a complaint’s being lodged in good time by the Customer (pursuant to article 5), the existence of the alleged faults/defects is ascertained, STILLEBEN, depending on the circumstances of the case in point, shall repair or replace the products supplied or shall refund the Customer. The replaced products or parts – according to the provisions of article 12 – must be accompanied by a note describing the fault, and by any other information indicated or requested by STILLEBEN at the moment of supply or subsequently. It is pointed out that the warranty lapses if the replaced material is in a poor state or lacks the warranty seal or if the box/price tag/packaging are damaged.
   STILLEBEN’s total liability can in no case exceed the amount paid by the Customer to purchase the product.
   This warranty replaces any other warranty or legal provisions relating to the quality or suitability of products for specific uses, except for those provisions that by law cannot be derogated.
8. NFORMATION ON THE PRODUCT AND ITS AVAILABILITY
   Unless otherwise stated, the “technical parameters” contained in the product sheets of the online catalogue on the website (www.stilleben.it) are the limits within which the Customer can use the product, with particular reference to product safety and instructions on keeping, maintaining and washing the product. Dimensions and the other physical features are subject to the normal commercial tolerances that are typical of craft-made products and are described in the online catalogue and the website (www.stilleben.it). The Customer acknowledges and accepts that the products may not completely conform to the indications, specifications and/or photographs on the website. STILLEBEN does not accept complaints about deviations in dimensions or physical features inasmuch as it expressly states that each product is a unique item because it is worked by hand by professional master craftsmen and also states that the dimensions on the online catalogue and on the website (www.stilleben.it) must be considered to be “nominal” and not actual. It is the Customer’s responsibility to check beforehand the suitability of the product for the use to which the Customer intends to put the product. STILLEBEN reserves the right to withdraw the offer of any product or to make modifications to product specifications at any moment, also without warning and without having to justify such a decision. STILLEBEN urges customers to check the “nominal” dimensions and the other features relating to the products published in the catalogue, and their future availability before using them. The information contained in this catalogue was, to STILLEBEN’s knowledge, correct at the moment of going to press. If the Customer intends to supply third parties with the purchased products, he must ensure that the products include all the accessory elements such as warnings, labels, instructions, technical specifications, washing and maintenance instructions and any other useful information, supplied with the products themselves.
9. LIMITS TO LIABILITY
   These general conditions set out the entire extent of liability of STILLEBEN with regard to the products, excluding any other warranty, condition and term, whether expressed or implicit, established by law, also with reference to the quality or suitability of the products for specific uses, except statutory warranty rights, with reference in particular to what is established by article 1229 of the Italian Civil Code and regarding defective-product and consumer-protection liability. It also remains understood that STILLEBEN shall in no case be liable for loss of earnings or for any other indirect harm suffered by the Customer through a fact, act or omission imputable to STILLEBEN pursuant to these general conditions or in relation to the sale that is the object thereof.
10. PAYMENTS AND EXPRESS TERMINATION CLAUSE
    Payments can be made in the following ways:
    1. by bank transfer (Banca CREDEM; Formigine branch: IBAN IT38 B030 3266 7800 1000 0008 935);
    2. in cash;
    3. by credit card (American Express, Diners, Visa, Mastercard, Maestro);
    4. by Paypal;
    5. cash on delivery for amounts below €500,00 (five hundred euros) and only in cash or banker’s cheque made out to: Stilleben di Baschieri Elena & c. s.a.s..
    
    STILLEBEN reserves the right to request payments in cash or to propose further and different means of payment.
    STILLEBEN reserves the right not to accept purchase orders or purchase proposals or to suspend the performance of already existing agreements in the event of payment anomalies or irregularities. In such cases, STILLEBEN reserves the right to ask the Customer for additional information and/or to ask the Customer to provide copies of documents showing ownership of the credit card used for the purchase. If such documentation is not provided, STILLEBEN reserves the right not to accept the purchase order or the purchase proposal or to terminate any existing agreement without the Customer being thereby entitled to claim compensation or make other claims.
    Any payment condition other than those above must be agreed in writing with STILLEBEN before the order is made up. All payments shall be payable to STILLEBEN, without the Customer being able to request any compensation, deduction or press any other claim.
    If the Customer fails to pay the agreed price, the sales agreement shall be deemed to have been terminated pursuant to and in accordance with article 1456 of the Italian Civil Code.
    If a payment has been agreed in writing that is different from those indicated above and this payment is not made within the agreed times, STILLEBEN nevertheless reserves the right to apply interest on arrears at the interest rate specified in article 5 of applicable Italian legislative decree D. lgs. 231 of 9 October 2002, STILLEBEN retaining the right to request compensation for any further harm and the refunding of any costs or expenses incurred to recover its debt, including legal costs. In such a case, all the sums due at that moment by the Customer to STILLEBEN, also in relation to other supplies, shall fall immediately due in their entirety, any extension of payment deadlines granted by STILLEBEN being deemed to have been revoked.
11. COUNTRY OF ORIGIN
    The products in the online catalogue of the website (www.stilleben.it) are of Italian origin.
12. RETURNING STILLEBEN PRODUCTS
    Before returning defective products to STILLEBEN, the Customer shall send an email with photographs that are detailed and clearly show the defect complained about to info@stilleben.it, in order to receive permission to proceed with the return. No return of products without the prior written consent of STILLEBEN shall be allowed. After obtaining written consent from STILLEBEN, the Customer shall return the products according to the following conditions:
    1. the products must not have been used and must have the warranty seal intact and be returned in the same conditions in which the Customer received them;
    2. the products must be returned within 10 (ten) working days of the date of receipt of the purchased products;
    3. if the sales conditions do not contain specific instructions (and these have been subsequently given by STILLEBEN), any parts that may have been added to the product by the Customer must be removed before the products are returned to STILLEBEN; otherwise, STILLEBEN is authorized to remove and/or eliminate all the additional parts;
    4. if a Customer who does not qualify as a consumer under article 16 decides to return one or more conformant products without faults or defects at his own expense and with the product packaging intact, STILLEBEN will apply a fixed fee for the cost of administering the return amounting to €15.00 (fifteen);
    5. the products shall be returned to STILLEBEN by the Customer at his own risk and peril to the address: Via Vincenzo Palmieri 3 – 41043 – Formigine (MO).
    In the event of non-delivery of the returned package, STILLEBEN shall ask the Customer for proof of delivery, i.e. the slip displaying the signature of the person who received the returned package. If the Customer does not provide proof of delivery, STILLEBEN will be unable to provide a refund.
    6. All products or parts of products replaced by STILLEBEN shall become the exclusive property of STILLEBEN.
13. CANCELLATION OF ORDERS
    If a product requested in the Customer’s order is no longer available, STILLEBEN shall be under no obligation to supply the product in question, but shall be merely required to inform the Customer of this fact in good time. If only part of the products indicated in the order are available, STILLEBEN shall contact the Customer to ask him whether he wishes to cancel the order or is willing to accept only the available products; in the latter case the Customer will be charged only for the products that he receives.STILLEBEN reserves the right not to engage in commercial dealings with any party. Further, STILLEBEN reserves the right not to accept or to cancel any order, regardless of whether payment has been received, notifying the Customer thereof by telefacsimile, telephone or email within 48 (forty-eight) hours (excluding weekends and public holidays) of receipt of the order. If STILLEBEN does not accept or cancels an order for which payment has already been made, STILLEBEN shall promptly refund the entire amount received, in the manner specified to STILLEBEN by the Customer. It is also agreed that refunding the payment is the only charge on STILLEBEN arising from not accepting or from cancelling the order, STILLEBEN having no other form of liability.14. FORCE MAJEUREIf STILLEBEN is hindered in or preventing from meeting an order because of force majeure or a fortuitous event, or because of the impossibility of procuring services, materials or products required to meet the order, without increasing prices, STILLEBEN may delay meeting the order, and in this case, notify the Customer of the delay. The Customer, within 3 (three) days of STILLEBEN’s receiving the notice, shall be entitled to cancel the order in its entirety or in part. In non of the aforesaid cases shall STILLEBEN be deemed to be liable for the delay, cancellation or impossibility of making the delivery.
14. FORCE MAJEURE
    If STILLEBEN is hindered in or preventing from meeting an order because of force majeure or a fortuitous event, or because of the impossibility of procuring services, materials or products required to meet the order, without increasing prices, STILLEBEN may delay meeting the order, and in this case, notify the Customer of the delay. The Customer, within 3 (three) days of STILLEBEN’s receiving the notice, shall be entitled to cancel the order in its entirety or in part. In non of the aforesaid cases shall STILLEBEN be deemed to be liable for the delay, cancellation or impossibility of making the delivery.
15.  COPYRIGHT AND PAYMENT RIGHTS
    STILLEBEN warns the Customer that the brand and the products presented in the online catalogue may be protected by a patent, a patent application, copyright or other industrial property rights of STILLEBEN.STILLEBEN is the owner of the copyright to this online catalogue, full or partial reproduction of which is forbidden without the prior written consent of STILLEBEN.
16. CONTRACTS WITH CONSUMERS
    If the Customer qualifies as a consumer, the consumer-protection provisions shall apply, including those of legislative degree D. Lgs 205 of 6 September 2006, which are not superseded by these general conditions. In particular, if the Customer has signed the agreement outside commercial premises or in the case of distance contracts and proposals, the consumer shall be entitled to withdraw without any contractual penalty by giving notice , within 10 (ten) working days from the date of receipt of the purchased products, by registered letter or email confirmed by email within the 48 (forty-eight) following hours to STILLEBEN, Via Vincenzo Palmieri 3 – 41043 – Formigine (MO). If the right to withdrawal is exercised, the purchased products shall be returned at the Customer’s expense to STILLEBEN, whole and suitably packaged, within 10 (ten) working days of dispatch of the notice, to the following address: STILLEBEN – Via Vincenzo Palmieri 3 – 41043 – Formigine (MO).If this right of withdrawal is exercised, STILLEBEN will promptly return to the Customer any payments that may have been received.
17. TREATMENT OF PERSONAL DATAS
    STILLEBEN treats the personal data of its customers in conformity to legal provisions, in the manner and for the purposes specified in the Privacy Policy published at the following Internet address: www.stilleben.it – “Privacy” section.
    For any information, email: info@stilleben.it
18. PLACE OF JURISDICTION
    The Court of Modena shall be the sole place of jurisdiction for any controversy arising from these general sales conditions.