Terms and Conditions

General Terms and Conditions of Sale

 

1. General Conditions

 

1.1   These general terms and conditions of sale (hereinafter also "General Conditions"), and any documents referred to therein (hereinafter also, where not exactly identified, "Referred Documents"), regulate and govern all sales of Tessitura Toscana Telerie products (hereinafter also "Products" or "Product") made remotely via the e-commerce B2B shop.tessituratoscanatelerie.it website (hereinafter also "shop/shop TTT") and, where indicated, the usage rules of said shop.

1.2   The General Conditions and any Documents - including Data Protection Policies, as defined below - regulate and govern purchase transactions made and completed through the shop exclusively between companies, within the framework of their business activities; Product purchase transactions through the shop by individuals operating outside of their business activities and which therefore qualify as "Consumers," in accordance with applicable laws, are prohibited.

1.3   We therefore recommend that you carefully read and review the General Conditions and the Referred Documents, including - among others - the Privacy Policy on Cookies and the Personal Data Protection Policy (hereinafter referred to as "Data Protection Policies") before using this shop.

1.4   The use of this shop and/or the submission of an order request via the shop signify your acceptance of the Conditions and Data Protection Policies, and of the Referred Documents. Therefore, we recommend that you do not use the shop and/or do not submit any order request through the shop if, for any reason, you do not agree with (and do not intend to abide by), in full or in part, any of the provisions in the General Conditions and/or Data Protection Policies and/or Referred Documents, or if you are operating as a Consumer.

1.5   The General Conditions and, where applicable, the Referred Documents, only apply in the event of a completed the sale of Products displayed on the shop between the Parties (i.e. Seller and Buyer) in full compliance with the terms, conditions and procedures referred to in the following paragraphs. Therefore, any sale of Products displayed on the shop that has been completed according to terms, conditions, or methods different from those stated in the General Conditions shall be considered, unless otherwise agreed upon in writing by Seller and Customer, null and void for the purposes of the General Conditions.

 

 

2. Seller Identification

 

The Seller of all Products displayed on the E-shop is Tessitura Telerie, with registered office in Sesto Fiorentino (FI), Via G. Pastore n. 46, VAT number IT01780380489, fully paid-up share capital 1.000.000, telephone number 055. 4210754, fax number 055. 4215701, e-mail address support@ttt-firenze.it, PEC address tttsrl@legalmail.it.

 

 

3. Data and Information Provided by Users

 

Information and/or personal data provided by the Customer are treated in accordance with the provisions of the Data Protection Policies. By using the shop and interacting with its functionality, the Customer, when not otherwise provided by applicable laws, authorizes Tessitura Toscana Telerie to process such information and personal data and guarantees that all the information and/or personal data provided are accurate and truthful.

 

 

4. Use of the shop

 

The shop is intended exclusively for e-commerce transactions between professionals who carry out business activities (so-called "business to business" or "B2B").  The shop is therefore not intended for e-commerce transactions between businesses and consumers (B2C) or for trade between consumers and consumers (C2C).

By using the shop and placing orders, the Customer agrees to:

 

a) use the shop and its functionalities in compliance with all the applicable laws and for legal purposes;

b) not place false or fraudulent orders, or in any case with the purpose of committing an offense. The Seller, if they have a reason to believe that an order (or order request) has been made in violation of this provision, may suspend and/or cancel the order (or the order request) and notify the competent Authorities;

c) provide truthful and updated e-mail address, postal address and/or other contact information necessary to process the order (or order request). The Customer accepts the use, by the Seller, of the aforementioned information in order to be contacted in relation to the fulfillment of the contract.

If the Customer does not provide all the information necessary for managing and fulfilling the contract, the Seller will not be able to process the order (or order request). In this event, no responsibility shall be attributed to the Seller.

 

By placing an order through the E-shop, the Customer also confirms to be over 18 years of age and to have the capacity to enter into binding contracts.

 

5. Scope

 

The General Conditions may be supplemented by additional specific agreements, agreed upon in writing between the Parties and duly signed.

In case of discrepancy or conflict between the General Conditions and any specific agreements, the latter shall prevail over the General Conditions, for the corresponding parts, only if approved "in writing" by the Parties and duly signed.

In the absence of a written form and signature by the Parties, the specific agreements shall be null and void and will be considered tamquam not esset.

 

 

6. Contract Completion

 

6.1   The shop shows the essential characteristics and the price of each Product displayed. Information and details contained in the shop do not constitute an offer to the public, but a mere invitation to formulate a contractual offer (in the General Conditions also referred to as "order request").

 

6.2   Before submitting an order request via the shop, the Customer is required to read carefully all the instructions provided during the purchase process, as well as these General Conditions.

 

6.3   The completion of the contract to purchase is subject to the Seller's acceptance of the order request submitted by the Customer through the shop, according to the purchase procedure indicated therein. If the order request sent by the Customer is not accepted, any charges made on the Customer's credit card will be canceled with a full refund of the paid amount.

 

6.4   The contract entered through the shop is completed when the Customer receives from the Seller, via e-mail, the order confirmation, which therefore constitutes the acceptance of the request. The Seller sends the order confirmation to the Customer, together with a confirmation of stock availability for the Product mentioned in the request.

 

6.5   It is understood that the submission of an order request by the Customer, in compliance with the procedure for the purchase of Products displayed on the shop, does not in any way bind the Seller to accept the request.

 

All orders are subject to approval by the Seller. The approval of the order request is made by the Seller by means of a confirmation e-mail sent to the Customer.

The order confirmation is communicated upon crediting the price of Products purchased to the Seller's bank account, by debiting the Customer's credit or debit card by payment through "MyBank" or "Sofort del Gruppo Klarna."

The Products in relation to which the purchase shall be considered executed, are exclusively those indicated in the order confirmation sent by the Seller.

The location of the purchase contract completion is Tessitura Toscana Telerie registered office, indicated in paragraph 2 of these General Conditions.

 

 

7. Product Availability

 

The execution of an order is subject to the availability of Products ordered.

If the Products displayed on the shop are no longer available at the time of an order request by the Customer, the Seller shall promptly communicate - and in any case within 48 hours from the day following the submission of the order request to the Seller - any out-of-stock Products. In such case, the order request is canceled, or, if possible, accepted only to the extents of Products availability. In case of partial acceptance of an order request, the Customer is required to pay only the price of the in-stock Products (where payment is settled by credit card, only the price of in-stock Products will be charged).

 

The Seller, in case of a cancellation or limited acceptance of the order request, shall refund, within 10 days from the date on which the Customer is notified of the unavailability of Products or limited acceptance of in-stock Products, the full amount paid by the Customer or charged to their credit card (for transactions settled via this payment system).

 

 

8. Failure to Process an Order

 

The Seller has the right, at their discretion, to remove any Product from the shop.

No responsibility shall be attributed to the Seller in relation to the non-execution of an order because of a Product removal from the shop.

 

The Seller agrees to process confirmed orders regularly with due diligence. However, exceptional circumstances may prevent order processing after having sent an order confirmation. In such exceptional circumstances, which make processing the order impossible, the Seller shall refund any amount paid for the Products by the Customer in light of the same terms as of in paragraph 7 above. No responsibility shall be attributed to the Seller in relation to the failure to process an order, except for willful misconduct or gross negligence.

 

 

9. Product Delivery

 

9.1    The delivery of Products to the Customer is carried out by couriers and/or forwarders trusted by Seller, unless otherwise agreed upon in writing between the Parties and duly signed.

 

9.2    The delivery will take place within the prescribed terms indicated in the order confirmation e-mail.

 

9.3    For the purposes referred to in these General Conditions, Product "delivery" shall be considered regularly made at the time of purchase, by the Customer themselves or by a designated third party as delivery recipient, of actual availability of Products and contextual signing of the delivery receipt together with the shipment.

 

9.4    The shipping costs of Products are calculated according to the following specifications: volumetric weight of purchased Products, destination and chosen mode of transportation (economy or standard).For shipments within Italy and EU delivery will take place in about 2 working days from the date of order confirmation.

 

9.5    For shipments outside Italy, delivery will take place by standard courier in about 10-15 working days from the date of order confirmation, and by express courier in 5-10 working days, always from the date of order confirmation.

 

9.6    Some color swatches may be subject to delivery delays due to limited stock availability.

 

9.7    Delivery of goods will take place at the location indicated by the Buyer in the order request or, otherwise, at a different location agreed upon in writing by the Parties (also this specific agreement must be signed).

 

9.8    If not expressly indicated and in the absence of express agreement to this end, the delivery location shall be the address of the business office or registered office indicated by the Buyer in their shop's profile.

 

9.9    If the Customer, at the time of Product delivery, is not present at the delivery location, a notice will indicate to contact the courier or the forwarder to coordinate a new delivery. In this case, the Customer assumes all and any risk related to Product deterioration from the date of temporary Product storage caused by missed delivery.

 

9.10  In case of international commercial transactions, the mutually agreed delivery is "EX WORKS INCOTERMS 2010," unless otherwise agreed upon in writing between the Parties and duly signed.

 

9.11  In any case, the risk of Product loss is transferred to the Customer the moment Products leave the warehouse of Tessitura Toscana Telerie and are transferred to the first courier in charge and until the actual Product delivery to the Customer (or the third party in charge of receiving the delivery).

 

9.12  Product loss or damage incurred after transferring the risk to the Customer does not constitute an exemption to fulfill their payment obligations.

 

9.13  Delays in deliveries may occur for various reasons, such as Product customization, unforeseen, incidental circumstances, Acts of God or reasons due to the delivery area.

 

9.14  If, for any reason, the Seller is unable to comply with the terms of delivery, the Customer shall be promptly informed.

 

10. Inability to Deliver

 

10.1  If it is not possible to deliver the Products, the Seller will try to identify a safe location where to leave them, giving timely notice to the Customer so that they can arrange for collection.

 

10.2  If it is not possible to proceed within the terms set out in the preceding paragraph, the Products covered by the Customer's order shall be sent to the Seller's warehouse. In this case, a notice shall be given to the Customer specifying the location where the ordered Products will be stored, together with instructions on how to arrange for a new delivery.

 

10.3  If the delivery can not take place for reasons not attributable to the Seller, after 30 days from the date when the Products are available for delivery, the Product purchase contract will be considered terminated. As a result of contract termination, the Seller will refund to the Customer all amounts paid, including delivery costs (except any additional costs arising from the choice of a different delivery method than the ordinary one offered by Seller), without undue delay and, in any case, within 14 days from the date of contract termination.

 

10.4  Product transportation deriving from contract termination could incur additional costs that will be the Customer's sole responsibility. "Product transportation" refers to the transportation carried out by Tessitura Toscana Telerie in Italy to the Product delivery location, whether in Italy or anywhere else in the world.

 

11. Sale Prices

 

11.1  All sales prices of Products offered on the shop, are expressed in Euros (US Dollar for the USA store), and are to be considered net of VAT and any other taxes.

 

11.2  Total costs related to Product shipping and delivery, indicated at the time of ordering and visible during the entire checkout process, are the Customer's sole responsibility.

 

11.3  Any Product price indicated on the shop is final, except in cases where - due to exceptional circumstances - it is considered appropriate to flag the price for review. Exceptional circumstances include but are not limited to, sudden changes in customs rates or currency exchange rates and, in any case, shipping costs in general.

 

11.4  In the event that the agreed price is exceptionally flagged for review, the Parties undertake to renegotiate the Product price in fairness and in good faith, taking into consideration the documentation generated certifying to the exceptional circumstances that led to such review.

 

11.5  Any claim made by the Customer in relation to the cases indicated in the preceding paragraphs in relation to a price review, is presumed to be contrary to fairness and good faith if, within 8 days from Product delivery, no claim is filed by registered letter stating the reasons of such claim, according to the following Article 26.

 

 

 

 

12. Minimum Amount and Payment Terms

 

 

12.1  The minimum amount and minimum purchase quantity cannot be lower than what is stated on the shop.

 

12.2  Payments can be made by credit card, debit card, pre-paid Visa, MasterCard, Maestro, American Express card and wire bank transfer through "Sofort del Gruppo Klarna" and "MyBank".

 

12.3  To reduce the risk of unauthorized access, credit card, debit card, prepaid card or wire transfer data will be encrypted.

 

12.4  Upon receipt of an order request, if the chosen payment method is by credit card, the Seller will perform a pre-authorization on the Customer's credit card, to ensure that it has sufficient funds to complete the transaction.

 

12.5  Credit cards will be subject to verification and authorization by their respective issuers.

 

12.6  If the institution does not authorize payment, the Seller shall not be responsible for any delay or non-delivery.

 

12.7  Failed authorization by the credit card, debit card or prepaid card issuer will result in the incompleteness of the contract, which will therefore be deemed null and void.

 

12.8   Any form of payment other than what is indicated in the previous paragraphs must be previously and expressly agreed upon in writing between the Parties and the related agreement must be duly signed.

 

 

 

13. Products

 

 

13.1  The Products that can be purchased by the Customer are exclusively those displayed in the appropriate sections of the shop at the time the order request is submitted.

 

13.2  Products for each single purchase are those established by the Parties in the offer, in the order form and in the order confirmation or, in any case, in the communications that the Parties have exchanged in order to complete the purchase.

 

13.3  Products, their type and quality, as well as the quantities agreed upon, modes of transportation and delivery date, packaging, and any other specific conditions negotiated by the Parties are indicated in the offer, in the order form and in the order confirmation.

 

13.4  Before completing the purchase the Parties declare to have carefully examined all the documents that preceded its completion.

 

13.5  In any case, the Customer will always be able to access the shop to verify orders placed and any invoices issued against them.

 

 

 

14. Responsibilities and Warranties

 

 

14.1  Except where otherwise provided in these General Conditions, any compensation (or indemnity) obligation arising from a Seller's liability with respect to the Products purchased on the shop shall in no case exceed the value of Products giving rise to the obligation to compensate (or indemnify), as expressed in terms of price at the time the order request was submitted.

 

14.2  No responsibility is attributable to the Seller in relation to: i. loss of profit; ii. loss of business; iii. loss of revenue or of contracts; iv. loss of anticipated savings;

 

14.3  The Seller provides warranties on Product conformity exclusively as required by law. The Products are considered compliant if: (i) they comply with the description provided in the shop and match the features described in the shop, (ii) are suitable for the use to which they are normally intended, (iii) show quality and characteristics which are normal and typical and that can reasonably be expected in Products of the same type.

 

14.4  To the full extent permitted by law, additional warranties are excluded.

 

 

 

15. Customer Role and Responsibility

 

15.1  The Customer is responsible for the accuracy and veracity of data entered in the shop in order to process Product purchases.

 

15.2  The Customer agrees to indemnify the Seller for any loss, damage, liability, cost or expense, including legal fees, arising from any violation of the previous paragraph.

 

 

16. Intellectual Property

 

The Customer acknowledges and agrees that all copyrights, trademarks and any intellectual property rights on Products and contents presented as an integral part of the shop are property of the the Seller.

 

 

17. Virus, Piracy and Other Risks of IT Attack

 

17.1  The Customer agrees to using the shop for purposes that are legal and in line with its intended use, avoiding any undue or potentially harmful use, such as, by way of example, the introduction of viruses, Trojan horses, worms, logic bombs or other programs or materials that may cause technological damage.

 

17.2  Should the Seller detect suspicious conduct on the part of the Customer in their interaction with the shop, they can, as a precautionary measure, suspend the Customer's account and their access to the shop. Should any finding confirm an abnormal use of the shop, the Seller may, at their discretion, delete the Customer's account.

 

17.3  If the Seller deems it appropriate, they may inform the competent Authority of any abnormal use of the shop by the Customer in order to take the appropriate measures.

 

17.4  To the full extent permitted by applicable law, the Seller shall not be liable in relation to any damage or loss resulting from a "DoS" attack, virus or other program or material that could cause technological damage to the Customer's computer equipment, to data or materials due to the use of the shop or by downloading content from the E-shop or redirecting the Customer to the shop.

 

18. Written Communications

The applicable legislation provides that information or communications that the Seller will send to the Customer are in part in writing.

By using this shop, the Customer accepts that most of the communications exchanged with the Seller are in electronic format. The Customer will be contacted by e-mail or via PEC.

 

Any communication requested or permitted by the General Conditions must be in writing to be considered legally binding, if necessary.

 

19. Acts of God

 

19.1         The Seller is in no way liable for defaults or delays in the performance of one or more of their obligations in accordance with the General Conditions, if such defaults or delays are determined by events that are beyond their reasonable control - so-called "Acts of God".

 

19.2         Acts of God means any act, event, non-occurrence, omission or unforeseeable accident beyond any reasonable control; this expression includes, but is not limited to, what is specified below:

 

1. Strikes, lockouts or other labor unions protests.

2. Riots, rebellions, invasions, terrorist attacks or threats of terrorist attacks, wars (declared or not) or threats of war.

3. Fires, explosions, storms, floods, earthquakes, landslides, epidemics or other natural disasters.

4. Impossibility to use rail, sea, air, ground for shipping or other means of public or private transportation.

5. Impossibility to use public or private telecommunications networks.

6. Acts, decrees, laws, regulations or restrictions by any government.

7. Strike, disasters or accidents (naval, postal) or other relevant means of transportation.

 

It is understood that the performance of the obligations referred to in the General Conditions shall be suspended for the entire duration of an Act of God. The Seller will be granted an extension for the fulfillment of their obligations according to the General Conditions, equal to the duration of such Act of God. It is understood that, despite the occurrence of an Act of God, the Seller will do everything reasonably in their power to find a solution to fulfill their contractual obligations.

 

 

20. Tolerance

 

Any tolerance by one of the Parties of behaviors from the other party in violation with the provisions contained in this contract or its attachments, does not constitute a waiver of the rights deriving from the violated provisions, nor of the right to demand the fulfillment of all terms and conditions set out in this contract and its attachments.

 

 

21. Partial Nullity

 

Should any provision of this contract and its attachments, for any reason, be declared null and void, this declaration shall not affect the validity of the remaining provisions of this contract, which will remain in full force and effect.

 

 

22. Amendment to the Terms and Conditions

 

The Seller reserves the right to review and modify these Conditions at any time.

The Customer shall be subject to the General Conditions in force at the time the order is finalized, unless a modification of the General Conditions or Data Protection Policies is to be made pursuant to the applicable law or upon request by a Public Authority (in which case, it will also apply to orders already submitted).

 

 

23. Applicable Law and Jurisdiction

 

The General Conditions and the Referred Documents are governed by Italian law.

For any controversy arising from or related to the use of the E-shop or in relation to the General Conditions, including disputes relating to the interpretation, execution and validity of the same, the Court of Florence shall have exclusive jurisdiction.

 

 

24. Expressed Resolution Clause

 

Without prejudice to the further compensation for damages and/or the applicability of any default interest in the legal measure against the defaulting Party, the Contract shall be deemed terminated by right, pursuant to Article 1456 of the Civil Code, if the obligations established in the following articles are violated:

- Article 11 (Sale Prices);

- Article 12 (Minimum Amount and Terms of Payment);

- Article 16 (Customer Responsibility).

 

25. Claims

 

25.1  At the time of Product delivery, the Customer shall inspect and verify the condition of all Products received in order to determine if they match in terms of quantity and quality what is described in the accompanying document, and report any visible defect on the delivery papers/CMR.

 

25.2  Any other defect must be reported by the Buyer no later than 8 days from delivery to support@ttt-firenze.it. The use of goods implies the immediate forfeiture of any warranty on the part of the Customer. The amount of compensation from the Seller, when they are deemed liable for Product defects, cannot exceed, in any case, the value of the Products themselves (as shown on the E-shop at the time the order request was submitted).

 

25.3  Once the defect has been ascertained, the Seller has the right, at their discretion, to replace the goods or to refund the disputed amount.

 

25.4  Product transportation liability is the Customer's sole responsibility

 

25.5  If the Customer withdraws from the contract, all payments made to the Seller will be reimbursed, without undue delay and in any case no later than 14 days from the day in which the Seller was informed of the decision to withdraw from the contract. Said reimbursements shall be made by Tessitura Toscana Telerie S.r.l. by wire transfer to the bank details provided by the Customer or, alternatively, by different methods of payment, which must be expressly agreed upon between the Parties.

 

25.6  Without prejudice to the foregoing, the reimbursement may be suspended until receipt of Products by the Seller or until the Customer has demonstrated that they have returned the Products.

 

 

 

26. Acceptance of Terms and Conditions

 

Pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code, the Customer states that they have carefully read these General Conditions and expressly approves the articles and/or clauses indicated below:

- Article 9 (Delivery);

- Article 12 (Minimum Amount and Payment Terms);

- Article 14 (Responsibility and Disclaimer of Liability);

- Article 16 (Customer Role and Responsibility);

- Article 22 (Right to Amend Conditions);

- Article 24 (Expressed Resolution Clause);

- Article 25 (Claims);

- Article 26 (Returns).