1.1 These general conditions (CONDITIONS) govern the sale of footwear and accessories (PRODUCTS) by ELISABET (ELISABET).
1.2 In signing the purchase order (ORDER) the CLIENT fully, unconditionally and irrevocably accepts these CONDITIONS.
1.3 In no case whatsoever, not even for conclusive conduct may conditions other than these CONDITIONS be considered as effective.
1.4 These CONDITIONS govern and in the future shall also govern all relations between ELISABET and the CLIENT, with the exception of specific derogation in writing.
2.1 All orders made by the CLIENT are subject to acceptance in writing from ELISABET.
The latter thereby reserves the right not to accept the ORDER for any reason whatsoever and suspend it in the hypothesis of the CLIENT’S insolvency, brought about for whatever reason.
2.2 The CLIENT may revoke the ORDER exclusively within and no later than ten (10) days from the date of its subscription.
After such term the ORDER may not be revoked or amended for any reason without prior consent in writing from ELISABET.
2.3 Within ninety (90) days, ELISABET shall confirm the ORDER, specifying the PRODUCTS and their quantity which it shall deliver, also indicating the foreseeable date for their delivery.
2.4 Sales agents have no right to commit ELISABET. All negotiations, offers, orders or sale, as also all understandings, transactions and discounts made b agents or intermediaries are understood as stipulated “SUBJECT TO APPROVAL BY THE FIRM”.
3. PRODUCT CHARACTERISTICS.
3.1 Any information or data concerning the characteristics and/or technical specifications of PRODUCTS contained in brochures, price lists, catalogues or similar documents shall only be binding to the extent in which such data have been expressly recalled by specific agreement in writing.
3.2 ELISABET reserves the right to bring amendments to the PRODUCTS which may prove to be necessary due to production requirements. In this case, the CLIENT declares that they waive all actions or rights.
3.3 ELISABET is expressly exonerated from responsibility for:
- Any alterations to the materials of the PRODUCTS delivered, caused, by way of example: by humidity, overheating, direct or indirect exposure to light or unsuitable arrangement of the goods;
- Any damage from deficits or damage which the PRODUCTS could suffer during transport and/or unloading.
4. METHOD AND TERMS OF DELIVERY.
4.1 Subject to an agreement otherwise in writing, all deliveries are understood as ex warehouse ELISABET. The PRODUCTS travel at the exclusive risk of the CLIENT, also in the case in which transport costs were sustained by ELISABET and in the case in which the carrier had been chosen by the latter.
4.2 All interest in the search for the means or methods of transport must be understood as clarified on behalf and by delegation of the CLIENT, but without any responsibility for ELISABET.
Not constituting derogation to this clause is any conglobation of the price of transport in the price or sale of the “free at destination” agreement. All responsibility of ELISABET ceases with the delivery of the goods to the carrier, to which only the CLIENT may complain of breakages, deficits or mishandling.
4.3 Any complaints related to the condition of packaging, quantities, number or external characteristics of the PRODUCTS (visible flaws), must be notified to ELISABET by means of communication in writing, under penalty of invalidity, within seven (7) days from the date of receipt of the PRODUCTS. Any complaints related to defects which cannot be identified by means of a diligent control at the time of receipt (hidden flaws), must be notified to ELISABET by means of recorded delivery or certified email, under penalty of invalidity, within seven (7) days of discovering the flaw and in any case no later than twelve (12) days from delivery.
ELISABET does not accept returns of PRODUCTS without prior authorisation in writing.
4.4 The terms of delivery requested by the CLIENT are understood as merely indicative and non-binding to ELISABET, even in the case of accepting the ORDER, for which any delays cannot be invoked as a termination clause of the contract, nor shall they give rise to a claim for indemnity or other. Only in the case in which the delay continues for more than twenty (20) working days from those indicated in the order confirmation may the CLIENT cancel the ORDER by recorded delivery or certified email, which shall be understood as valid if it reaches the head office of ELISABET before the latter has prepared shipment.
4.5 In any case, the CLIENT is bound to collecting the goods from the carrier or giving instructions for shipment thereof within five days (5) in the event of notice of readiness from ELISABET. If the CLIENT does not collect the goods from the carrier or if they do not provide instructions for delivery within the term indicated hereabove, ELISABET shall have the right to receive the related payment thereof as if the goods had been delivered.
After thirty (30) days from the attempted delivery or notice of readiness, ELISABET shall have the faculty to sell the PRODUCTS ordered and not collected to third parties, provided that identified with the CLIENT’S trademark and to charge the CLIENT for the difference between the list price and the amount effective collected from the third party, increased by all storage costs.
4.6 Any delay due to force majeure (as defined in art. 9) or acts or omissions by the CLIENT (e.g. failure to give the necessary instructions for supplying the PRODUCTS) shall not be considered as attributable to ELISABET.
4.7 In the case of delay attributable to ELISABET, the CLIENT may, subject to notice of default in writing to ELISABET, ask for compensation for the effective damage, demonstrated by them, within the maximum limit of five (5) percent of the price of the PRODUCTS delivered late.
4.8 Without prejudice to the case of wilful misconduct or gross negligence of ELISABET, payment of the amounts indicated in art. 4.8 excludes any further compensation for damage due to failure or delayed delivery of the PRODUCTS.
5.1 In the case of any flaws originating from a fault in product or material, which have been acknowledged by ELISABET, this shall only give the right to replacement of flawed PRODUCTS. In the event that it is not possible for ELISABET to replace such flawed PRODUCTS promptly (approx. 30 days), subject to the return of the flawed PRODUCTS, the CLIENT shall only have the right to refund of the amount paid for them, with the exclusion of all and any further compensation for any other damages or costs of any kind.
5.2 Complaints are made in writing, within the terms pursuant to art. 4.3 hereabove, directly and exclusively to ELISABET, by certified email or recorded delivery and in the case of acceptance by the latter, they shall not give the CLIENT the right to cancel ORDERS in progress or suspend payments until the complaint is settled. The PRODUCTS subject matter of the complaint must be made available to ELISABET for the checks it may wish to carry out, unless the latter authorises return in writing, “free at destination” to its premises.
5.3 In the case in which ELISABET were to ascertain the faultiness of one of its PRODUCTS, the CLIENT is obliged henceforth to withdraw such PRODUCT from sale and send it to ELISABET or destroy it, providing the related documental proof, based on the request which ELISABET shall send them in writing.
5.4 The CLIENT acknowledges and accepts that the forms and characteristics of the PRODUCTS, also with regard to colour and shade, are to be understood as merely indicative respect to the viewed samples.
5.5 ELISABET shall not, in any case, be responsible for any fact that was due to force majeure or a fact which cannot be exclusively attributed to it.
5.6 The Client’s right of withdrawal is excluded pursuant to art. 121 Legislative Decree 206/05.
6. FORCE MAJEURE.
6.1 Each party may suspend the execution of their contractual obligations when such execution becomes impossible or unreasonably onerous due to an unforeseeable impediment which is unrelated to its intent such as for example, strike, boycott, lock-out, fire, war (declared or not), civil war, uprisings and revolutions, requisitions, embargo, power cuts, delays in the delivery of components or raw materials.
6.2 The party wishing to avail of this clause shall notify the other party of the occurrence and termination of the circumstances of force majeure immediately.
6.3. If the suspension due to force majeure lasts for more than six weeks, each party shall have the right to terminate this agreement, subject to ten (10) days’ prior notice, to be sent to the counter party in writing.
7. THE CLIENT’S OBLIGATIONS.
The CLIENT is obliged:
- Not to sell the PRODUCTS to other resellers and by means of INTERNET;
- To comply with the sales prices indicated by ELISABET.
Violation of any such obligations leads to a fine against the CLIENT, of 2,500.00 Euro, without prejudice for further damage.
8.1 The prices of the PRODUCTS are those indicate in ELISABET’s price list as effective at the time of acceptance thereof.
8.2 The terms and conditions of payment are those indicated in the accepted ORDER, subject to subsequent derogation in writing by ELISABET.
8.3 Payment must be made exclusively at the premises of ELISABET. Payment made by a different person, even an employee or agent of ELISABET, does not release the CLIENT from their obligation.
8.4 Acceptance, by ELISABET, of bills of exchange, sight drafts, transfers and cheques is understood as always agreed subject to collection and without novation of the debt.
8.5 The place of payment of the invoices is the premises of ELISABET, as indicated hereabove.
8.6 Sight drafts and bills of exchange payable on other markets do not lead to derogation from this clause.
8.7 The place of completion of the contract is always understood as that of the premises of ELISABET and at the time of signing “in acceptance” by its legal representative or a specifically delegated person.
9. DELAYS IN PAYMENTS.
9.1 In the case of delayed payment, ELISABET is due the amount indicated by Legislative Decree 231/02 and arrears interests shall not, in any case, be less than five (5) percent.
9.2 Delay or failure to pay of even only one instalment, apart from the amount above, shall give ELISABET the right to suspend the supply in progress and all ORDERS, even when accepted, without the need for any notice whatsoever and the CLIENT shall in any case be understood as notified of their defaulting.
9.3 Without prejudice to the above, failed or delayed payment even of only one instalment, regardless of its amount, leads to the right to declare, apart from termination of all existing contracts, also that of forfeiture of the benefit of the granted term.
9.4 In the case of delay it is also ELISABET’S right to reverse all discounts, bonuses, premiums, etc.
9.5 The issue or transfer of effects by the CLIENT or authorisation/acceptance of sight drafts by the latter, do not constitute, in any case, novation aimed at extinguishing the aforesaid obligations.
10. SOLVE ET REPETE.
10.1 Any complaints or contestations do not give the CLIENT the right to suspend or in any case delay payments for the PRODUCTS subject matter of contestation, as well as of other supplies.
10.2 No dispute or contestation can be raised by the CLIENT if they have not paid the full amount due beforehand, regarding both the outstanding amount and the amount near due.
11. PROPERTY RESERVE AND OTHER GUARANTEES
11.1 Products supplied by ELISABET are and remain exclusive property of the same until full payment of their remuneration.
The CUSTOMER is not authorised to give goods as a pledge to a third party, or to transfer the ownership of these goods, apart from the goods delivered by ELISABET, which the CUSTOMER usual transfer within the framework of the execution of his activity. In case of breach of this article, ELISABET has the right to recover, or have recovered, the goods sold by him in the place where these goods are found, without a mandate from the CUSTOMER or a legal mandate being necessary. Furthermore, any ELISABET credit will then fall immediately due.
11.2 In the event ELISABET wishes to uphold his rights, such as mentioned in article 1, the customer gives the unconditional and irrevocable authorisation to ELISABET, or to a third party designated by the CUSTOMER, to access all the premises where ELISABET’s properties are/mat be found, and to remove these properties.
11.3 The CUSTOMER is duty bound to store the goods, subject to ownership, with all the necessary care, and as being recognisable as being the property of Elisabet.
The CUSTOMER must insure the goods, for the duration of the property reserve, against the risk of fire, explosion and floods, as well as theft, and present the policies to ELISABET upon the latter’s first request.
Any claim by the CUSTOMER on the insurer of the goods covered by the aforementioned polices will be, once ELISABET has notified his desire, given as a pledge to ELISABET, as a guarantee for ELISABET’s credits on the CUSTOMER.
12. COMPETENT COURT.
The Court of Fermo where ELISABET has its seat is exclusively competent for any dispute deriving from this contract or associated thereto. However, in derogation of that established hereabove, only ELISABET has the faculty to bring the dispute before the competent judge at the CLIENT’S premises.