Products and Service General Terms and Conditions
Art. 1. Scope and validity
These general terms and conditions (the “T&C”) regulate the sale and purchase of the Company’s Products and Services (as defined below) to its Clients (as defined below). These T&C are attached to the Offer sent by the Company to its Clients for the sale and purchase of the Products and Services and shall be deemed fully accepted and binding for the Company and its Clients upon acceptance of such Offer.
Without prejudice to any applicable mandatory law provision, these T&C shall constitute the full set of terms and conditions regulating the commercial relationship between the Parties (as defined below) with respect to the sale and purchase of the Products and the provision of the Services.
Art. 2. Definitions
Pursuant to, and for the purposes of, these T&C the following terms shall be ascribed the following meaning and shall be interpreted accordingly:
– “Client” means any individual and/or corporation or legal entity of any kind which shall purchase the Products and Services from the Company on the basis of, and pursuant to, an Order;
– “Company” means Atelier Anna Arpa, operating as sole proprietorship under Italian Law with tax identification number RPANNA91R54F704C and P. IVA n. IT03930020130;
– “Consumer” means any Client which is considered a consumer (“consumatore”) according to art. 1341 and 1342 of the Italian Civil Code and Legislative Decree n. 205/2006;
– “Delivery Date” means the date of delivery of the Products and Services as agreed between the Parties in the Order;
– “Italian Consumer Code” means Legislative Decree n. 205/2006;
– “Offer” means the offer for the sale of Products and Services that the Company shall submit to the Client upon request by the latter;
– “Order” has the meaning indicated under art. 3 below;
– “Parties” means, with respect to each Order, jointly, the Company and the Client;
– “Price” means the monetary equivalent (net of VAT, where applicable) due by the Client to the Company with regard to the purchase of the Products and Services on the basis of the Order. Unless differently indicated in the specific Order, the Price is intended in EURO.
– “Products and Services” means (i) the interior design products and furniture pieces designed and produced by the Company (the “Products” or “Pieces”) and (ii) the drawings and rendering and the other projects of interior design and architectural nature developed by the Company upon request and in accordance with the specifications provided by its Clients (the “Services”). It remains understood that the Pieces may be designed and produced by the Company either as stock pieces (the “Stock Pieces”) or – upon specific request and in accordance with the specifications provided by the Client – on a tailormade and unique basis (the “Tailormade Pieces”).
Art. 3. Offer and terms of conclusion of the sale and purchase agreement
The Offer is prepared by the Company based on the requests provided by the Client. The Offer does not constitute a binding legal document and does not impose any commitment on the part of the Client until it is accepted by the Client (together with these T&C) and a copy of it, duly signed as evidence of such acceptance, is provided to the Company as order for the sale of the Products and Services (the “Order”). Unless otherwise specified in the Offer, the Offer shall expire, if not accepted, after 30 (thirty) days from the date on which the Offer was sent to the Client.
Art. 4. Characteristics of the Products and Services
The Client hereby acknowledges and accepts that all the Services and Pieces are designed and produced and/or provided by the Company using the highest quality of available raw materials and on the basis of the availability of such materials and that the Services and Tailormade Pieces are considered, if not unique, limited-edition products. Therefore, with regard to any photographs and high-resolution images of the Pieces made available on the Company’s website or, upon specific request, to the Client, the latter acknowledges and accepts that (i) small differences may exist between the photographic representation of the single Service and/or Tailormade Piece and the Service/Tailormade Piece purchased by the Client and that these small differences will not be considered a flaw and (ii) certain details of the Products and Services may vary from one item to the other, and no Order can be contested on return or exchanged on the ground of such circumstances.
Art. 5. Payment Terms
General Terms
The Client acknowledges and agrees that the Price includes the costs of design and productions of the Products and Services. The Client further acknowledges and agrees that Delivery Services and Installation Services (as defined by art. 6 below) are excluded from the Price of the Products and Services. Any possible customs fees, local taxes, import duties and State taxes to be paid on the Products and Services in light of the specific circumstances regarding the single Order and/or the Client, as well as any declaration or payment to the local authorities and organizations related to such fees, shall be borne exclusively by the Client. If full payment of the Price is not received within 5 (five) working days from the due date of payment (as indicated in the single Order in accordance with the Specific Terms of payment set forth by this art. 5) the Company shall have the right to consider the Order immediately cancelled and terminated pursuant to art. 1456 of the Italian Civil Code, provided that in such event no refund of any partial payment shall be due to the Client.
Specific Terms
- Stock Pieces: unless differently indicated in the Order, the entire Price of the Stock Pieces, including the fees related to the Delivery Services and/or the Installation Services (if applicable) is due at the confirmation of the Order and payment shall be made by wire transfer of immediately available funds.
- Tailormade Pieces: unless differently indicated in the Order, the Price for Tailormade Pieces is due as follows: 50% of the Price shall be paid as advanced payment no later than 5 (five) days following the invoice of the Order to the Company; the remaining 50% of the Price (plus the fees for Delivery Services and/or the Installation Services, if applicable) shall be paid before shipment or pick-up of the Pieces by the Client and payment shall be made by wire transfer of immediately available funds.
- Services: In any event, should the Order allows the Client to early terminate and/or withdraw from the relevant Order (thereby ceasing the production of the Products and/or the provision of the Services), any amount paid by the Client pursuant to the payment terms set forth in the Order shall be deemed non-refundable and shall be qualified as termination fee (multa penitenziale) pursuant to and for the purposes of Article 1373 of the Italian Civil Code.
Art. 6 Collection. Delivery. Installation
In the Offer the Company shall provide the Client with a cost-estimate of the cost of (i) the potential shipment of the Products and Services, including costs of packaging, insurance, freight and if any, the custom clearance fees (“Delivery Services”) and (ii) the potential on-site installation of the Products and Services (“Installation Services”), provided that any permits or licenses or any other certification required for importation of products in the country of destination, are sole and exclusive responsibility of the Client. It remains understood that the quotation for the Delivery Services and/or the Installation Services shall be issued by the Company based upon the information provided by Client and that the Client shall bear any responsibility and/or additional cost related to any incorrectness with respect to such information. Upon acceptance of the Offer, the Client is therefore required to indicate whether the Company shall (i) arrange the Delivery Services or not and (ii) provide the Installation Services or not, provided that, unless expressly indicated, the sale of the Products and Services is deemed as not including neither the Delivery Services nor the Installation Services. Should the Client opt for self-collecting the Products and Services, the Company will provide the Client, via email and/or telephone, within 5 (five) days before the Delivery Date agreed upon the Parties, with all the necessary information regarding the time and address and the conditions for the pick-up of the Products and Services (the “Pick-Up Notice”), provided that (i) any cost related to such pick-up shall be borne exclusively by the Client; (ii) the Client or his carrier must check the good state and the conformity of the Pieces by mean of full acceptance of their quality and acknowledgement of their full conformity to the Order (unless Client proves that defects and non-conformities could not have been reasonably detected by Client at the date of collection), (iii) the Client shall complete the pick-up within 30 days from the receipt of the Pick-Up Notice. Any delayed pick-up of the Products and Services shall give the right to the Company to charge the Client storage fees (qualified as liquidated damages pursuant to article 1382 of the Italian Civil Code) amounting to Euro 100 (one hundred)/day for each day of delay. Should the Client opt for the provision of the Delivery Services, it is the Client’s responsibility to (i) provide the Company with all the necessary complete and up-to-date information regarding the delivery of the Products and Services, (ii) be present for the delivery at the time and place indicated, (iii) check the good state and the conformity of the Pieces by mean of full acceptance of their quality and acknowledgement of their full conformity to the Order (unless Client proves that defects and non-conformities could not have been reasonably detected by Client at the date of delivery). Any further cost or additional delivery fee that shall be incurred in light of the partial or total lack or incorrectness of such information shall be borne exclusively by the Client. Delivery shall be executed in accordance with Incoterms 2024 (ex-works). Should the Client require the provision of the Installation Services, the Company shall provide the Client in due time with the time-schedule of such Installation Services, being understood that any delay in the provision of such Installation Services that should be due, directly or indirectly, to a circumstance related to the Client shall not give the Client any right of reimbursement and/or compensation of any kind.
7. Cancellation and right of retraction
The Client acknowledges and accepts that (i) Orders related to Tailormade Pieces or Services cannot be cancelled or returned nor refunded unless the Client proves that (a) the Tailormade Pieces or Services are damaged and/or non-compliant with the specifics of the Order and (b) such circumstance is due to the Company’s gross negligence or willful misconduct; (ii) if the latter is qualified as a Consumer, Stock Pieces can be returned by the Client (the “Right of Restitution”), at her own expenses, within 7 (seven) days after the collection/delivery of such items, by sending an email to atelier@annaarpa.net (the “Return Request”). The returned Pieces must be sent back intact, in its original packaging, and returned in the exact condition it was received. Within 5 (five) business days from the return of the returned Pieces the Company shall refund the Price and the other costs incurred by the Client with respect to the specific Order (included the costs of Delivery Services and Installation Services, if any). The Right of Restitution does not apply if the Client is not part of the European Economic Area (member states of the European Union as well as Iceland, Norway and Liechtenstein), in accordance to the current regulation.
8. Personal Information
By accepting the Offer and this T&C the Parties undertake to process the treatment of all personal data – transmitted in execution of the present T&C – exclusively for purposes related to the execution of the obligations set out in the present T&C and in compliance with European Regulation No. 679/2016 (GDPR) and subsequent amendments and additions, as well as the related measures and the Legislative Decree No. 196/2003 and subsequent amendments and additions, as far as applicable. The right of access, correction, removal, and opposition for legitimate ground of these nominative and personal details may be exercised by the Client through an email addressed to atelier@annaarpa.net.
9. Intellectual Property
The intellectual property rights related to the drawings, projects, design, construction of the Products and Services, either provided by the Company to Client or consultable in the Company’s website (the “Intellectual Property Rights”) are and shall remain fully owned by the Company and are protected by Italian copyright law and international treaty provisions. The Client agrees not to modify, adapt, disassemble or otherwise attempt modify or replicate, for any reason whatsoever (business related or not) the features of the Products and Services or in any way use the Products and Services in a way non conform with their intended use. The Client acknowledges the Company’s full ownership of the Intellectual Property Rights and undertakes to refrain from carrying out any act inconsistent with such ownership and that all use of the Products and Services shall be conducted in full accordance with such ownership.
10. Warranty Period
Company guarantees, for a period of 1 year from the date of collection/delivery/on-site installation (as the case may be – the “Warranty Period”), for the full functioning and performance of the Products and Service as well as for any defect or non-conformity of such Products and Services with respect to the specifics of the relevant Order, provided that such defects and non-conformities could not have been reasonably detected by Client at the date of collection/delivery/on-site installation. Notwithstanding the foregoing, Company shall not be held responsible for defects caused by ordinary wear and tear, lack of maintenance, unintended use, misuse, abuse, improper or unsuitable environment, external accidents or other causes beyond the reasonable control of the Company. During the Warranty Period, Company shall – at its sole option and within a reasonable period of time and in any case at its own expenses – decide whether to either repair, replace, or re-perform any work falling to conform to the requirements and specifications of the Offer.
11. Marketing and Advertising
Company shall have the right to communicate the execution of the Products and Services in favor of Client with third parties without limitation through its marketing and media tools. Upon completion of the provision of the Products and Services, Company may request for pictures from the Client and Client hereby grants Company the right to use the Intellectual Property Rights embodied in such pictures without time limit and worldwide. Unless differently agreed upon by the Parties (and in any case subject to legal restrictions according to the photographer’s agreed copyright), the pictures shall be used for marketing collateral, media and online purposes only.
12. Limitation of Liability
In the event of any flaws or defects of the Products and Services which may be attributable to the Company, the liability of the latter shall be limited to the replacement and/or repair in accordance with these T&C. In no event Company shall be liable for any loss of use or diminution in value of the Products and Services, or for any consequential or indirect damages deriving from such defects or flaws and, consequently, the Company shall not be liable for any expense, loss or damages in general possibly incurred by the Client. Company shall not be liable in any event neither for defects of the Products and Services deriving from amendments or alterations of the products or the materials related to either the Client or third parties’ actions nor for defects related to, or deriving from, the negligence or erroneous use of the Products and Services by the Client or third parties. Under no circumstances the Company shall be liable for any default in executing one or more obligations deriving upon Company pursuant to these T&C should such default be caused by a Force Majeure cause. Company shall not be liable for breaches or delays that may be qualified as slight negligence of the Company or its carriers and, save for gross negligence or wilful misconduct, Company’s liability shall be limited to the direct damages reasonably foreseeable at the time of acceptance of the Order, provided that, in any event, Company’s liability shall not exceed the amount indicated in the relevant Order confirmation in relation to which the prejudicial conduct has occurred.
13. Force Majeure
Force Majeure’s circumstances (i) are unexpected and/or unpredictable, (ii) are related to materials, people, organizations, States and/or companies directly or indirectly involved in the design and production of the Products and Services and (iii) may make impossible for Company the management or the fulfilment of the Order. For example, and without any limitation, force majeure shall mean: strikes, lockouts or other labor disputes, riots, provisions of public administration, restraints or delays affecting carriers (including import or export restrictions), trade sanctions, acts of war, various hindrance by third parties, technical complications occurred in the manufacture of the product, natural disasters, pandemics, etc.
14. Applicable Law – Juridictions
These T&C and the Order are subject to and shall be governed exclusively by Italian law. Any dispute related to the interpretation or execution of these T&C shall be decided by the Court of Milan.
Atelier Anna Arpa,
Viale Stelvio – 20159
Milano MI – IT
©2024 atelier anna arpa