GENERAL TERMS AND CONDITIONS OF SALE
The following general conditions of sale (hereinafter, the "General Conditions") refer to and exclusively regulate the sales made electronically through the B2B retail site www.spinagroup.nl (hereinafter, the "Site") between Spina Group s.r.l. with registered office in San Giuliano Milanese (Italy), Via del Tecchione, 36/B, Tax Code 11065440155 and VAT No. 03063880961 (hereinafter, "Spina Group") and retailers, wholesalers and in general all those who purchase products for purposes related to their entrepreneurial, commercial, artisan and professional activities (hereinafter, the "Customers" or, individually, the "Customer"), both having their registered office or residence on Italian territory and in countries outside Italian territory, both with reference to deliveries of products on Italian territory and outside Italian territory. The sale and purchase of Spina Group products is governed by these General Conditions, which can be consulted on the website spinagroup.nl/terms-conditions/, also for reproduction and preservation in accordance with art. 12 Legislative Decree no. 70/2003 on electronic commerce and subsequent amendments, as well as by the particular conditions of sale such as, by way of example, the agreed price, terms and methods of delivery and payment reported in the summary or confirmation of the order issued by the Customer.
1.2 ORDER AND CONCLUSION OF THE CONTRACT
The request for supply ( "order" ) constitutes a contractual proposal.
The catalog and the display of products or catalog items on the Site have only an informative function as a function of the contract proposal.
By sending the order request through the Site and its acceptance by Spina Group, in the manner described in Section 1.4, the parties enter into a purchase and sale contract.
The stipulation of the contract implies the full and unconditional acceptance by the Customer of all the special conditions and of these General Conditions, which shall always be understood to be recalled and to form an integral and substantial part of the order issued by the Customer.
Any agreement modifying or supplementing these General Conditions shall be valid only if agreed between Spina Group and the Customer, in writing or in any other manner agreed between the parties.
However, Spina Group reserves the right to modify its General Terms and Conditions at its sole discretion. The most updated version of them will be published on the website: spinagroup.nl/terms-conditions/.
The Customer is therefore required to check, when sending the purchase order, the text of the general conditions of sale applicable to the contract with Spina Group in the event of acceptance of the purchase order by the latter.
1.3 The Customer must submit the purchase order through the Site by diligently and scrupulously following the instructions and procedures described within the same.
The order will be evaluated by Spina Group, which will authorize its fulfillment at its full discretion.
1.4 The order will be subject to acceptance by Spina Group by sending confirmation by e-mail to the e-mail address entered by the Customer in the registration form.
From the moment of such confirmation, the contract will be considered concluded.
Spina Group reserves the right to suspend the confirmation of the order even if it has already been sent to the Customer, if one or more of the data entered in the registration data sheet are incorrect or incomplete or in the event of force majeure.
1.5 In addition to the foregoing, and in accordance with Legislative Decree No. 70/2003 containing provisions on electronic commerce, Spina Group informs the user that:
(a) before proceeding to receipt of the order form, the Customer will be able to identify and correct any data entry errors by following the instructions on the Site;
b) once the order form has been registered, Spina Group will send the Customer, to the e-mail address indicated, the order confirmation containing the indication of the product purchased and the relative price. In addition to the above, the Customer may review the General Conditions at any time at spinagroup.nl/terms-conditions/;
c) the order form will be filed in Spina Group's database for the time necessary for the execution of the same and, in any case, in accordance with the Law. The Customer will be able to access the main information of its order request by consulting the appropriate section of the account "Order History".
1.6 In relation to the linguistic regime of the Site, Spina Group informs the Client that:
(i) the languages available to users for the conclusion of the contract are Italian and English; a translation service into other languages is available on the Site
(ii) the transactional emails will be sent in Italian or English, or in the different language agreed between the parties
1.7 The procurement times of each individual product are indicated on the product sheet.
Orders for items not available in stock will be cancelled unless specifically agreed between the parties
2) CATALOG SALES AND CHANGE OF SUPPLY
2.1 In the supplies, maximum compliance with the specific requirements resulting from the catalog on the Site will be observed. Spina Group, in the context of its production and commercial choices, or in compliance with the new regulatory provisions, may nevertheless make partial adaptations or modifications to the product concerning aesthetic, constructive and functional characteristics.
These changes must necessarily be agreed in advance with the Customer.
The technical information included in the Site are those drawn up by the producers.
Spina Group reserves the right to modify the technical information of the products at any time without having to give notice or other communication.
The information contained in the catalog and/or on the Site (in particular, text, photos, graphics, illustrations and any software and all trademarks, patents, utility models and copyrights) are the property of the respective manufacturers.
Uses other than consulting and purchasing the materials contained in the Site are not permitted without prior written consent from Spina Group or the rights and/or copyright holder.
2.2 Spina Group indicates with care, diligence and attention the technical information and product descriptions of the products; however, since the images are for purely indicative, Spina Group is in no way responsible and does not provide any guarantee regarding any deficiencies, errors or inaccuracies contained in the Site.
3) DELIVERY AND TRANSPORTATION
3.1 The item ordered, for which Spina Group will take care of the supply where not in stock, will be shipped the moment it becomes materially available.
Unavailable items are not subject to order.
In any case, the final availability of each item will be confirmed when the order is checked out.
In the event that the customer sends a payment, but for any reason the goods are not delivered, Spina Group will immediately return the amount due.
3.2 If Spina Group anticipates that it will not be able to meet the delivery terms and conditions set forth in 3.4 and 3.6, it will notify the Customer of the new delivery terms and conditions for the item, without any liability to the Customer itself.
The customer must confirm the modified order within 3 days of Spina Group's communication; in case of failure to confirm, the order shall be considered cancelled.
3.3 Spina Group: (i) will carry out deliveries compatibly with its production, procurement and shipping needs; (ii) may divide the products of a single order into several deliveries or merge into a single delivery products indicated in different order confirmations; (iii) may suspend delivery of the products sold at any time if the Customer is in such a financial condition such as to cast doubt on his solvency or if he is in arrears in payments.
3.4 Spina Group will provide for the shipment by the means and/or carrier deemed most suitable; In any case, the loading and unloading operations, as well as the related risks and charges, shall remain the responsibility of the Client, unless otherwise agreed between the parties.
The costs for the transport and handling of the product shall be borne by the Customer. For parcels weighing more and/or bulky products, Spina Group will contact the Customer to define shipping methods and times.
Shipping is free of charge for orders over € 200.00 (VAT excluded), except for bulky products. For these products, the additional costs for bulky, and/or heavy goods will be calculated automatically during the checkout phase of the online order and highlighted in the information on the product detail page.
Upon delivery of the goods, the customer must verify the integrity of packages and correspondence with what is indicated in the accompanying document.
Other additional costs for bulky, bulky and/or heavy goods will be calculated automatically when checking out the online order and highlighted in the information on the product detail page.
3.5 The ownership of the goods is understood to be transferred to the Customer at the time they are entrusted to the carrier for shipment.
Delivery times for shipment may vary depending on the object will be reported on the product page or in the order confirmation email.
They shall be, by way of indication only and not binding, 48 hours from the time the goods are made materially available for shipment by Spina Group (excluding Saturdays, Sundays and public holidays).
3.6 The days expressed in the delivery timelines are to be understood as working days.
Where delivery timelines are expressed in weeks , each week is considered equivalent to 5 working days (Saturdays, Sundays and any holidays are considered non-working days).
Orders received after 12:00 a.m. are considered received the next day. Delays are possible for delivery to "remote" areas and islands.
The goods are packed in standard, undamaged packaging, suitable for loading onto transport vehicles and unloading on the ground with appropriate and approved tools.
3.7 Spina Group accepts no liability for any damage to the goods caused as a result of moving or lifting the goods in an incorrect manner or by unsuitable means.
3.8 In the event that the fulfillment of orders by Spina Group is hindered or prevented by force majeure or by the inability to procure the materials or items necessary for the fulfillment of the order itself, except at increased prices, Spina Group will suspend shipment and notify the customer of the delay. The latter, within 3 (three) days of receipt of the communication from Spina Group, shall have the right to cancel the order in whole or in part. In none of the aforementioned cases Spina Group shall be held responsible for the delay, cancellation or inability to make the delivery.
4) WARRANTY AND LIABILITY
4.1 Spina Group guarantees the conformity of the product to the declared characteristics and the absence of original defects.
The purchase of material from Spina Group implies acceptance of the guarantee conditions.
The guarantee period is 12 months from receipt of the goods. To exercise the right to the guarantee, the defect must not have been caused by improper use.
The right to the guarantee referred to in the previous pointsupersedes any established warranties or provisions regarding the quality or fitness for specific uses of the products, except for provisions which by Law cannot be waived.
The right to the guarantee may be discharged by Spina Group, alternatively, by replacement of the defective product, replacement with similar product only if of equal or superior characteristics, or finally by repair.
4.2 Acceptance of the products by the carrier or forwarding agent, or whoever else is appointed by the Customer to collect them, is proof of the good condition of the packaging.
The goods shall in all cases travel at the risk and peril of the Customer, it being agreed that each shipment shall be made by order and in the interest of the Customer.
4.3 Spina Group shall be exonerated from any liability from the moment of delivery of the goods to the carrier or to the customer, in the event that the latter decides to collect the goods personally or through one of its agents.
4.4 Without prejudice to any improvements or adaptations of the product with respect to the characteristics expressed in the catalog that do not impair its quality, Spina Group guarantees its immunity from defects and faults according to the regulations currently in force.
4.5 For customers residing abroad or for transactions in countries other than Italy Spina Group is not liable from any responsibility for any charges or laws that may preclude the sale or burden the product with additional costs.
4.6 Any claim for defects and faults or lack of conformity made by the end consumer or by the Customer, by way of recourse against claims by his assignee, if made after the guarantee period, shall be at the Consumer full expense, with the exclusion of any right of recourse or regress.
4.7 The complaint of the defect must be received within two months of its knowledge, accompanied, under penalty of inadmissibility, by a description of the defect, a copy of the purchase receipt from the end consumer, the Customer's data and reference to the purchase invoice by the latter.
Obvious defects such as cracks, abrasions, scratches, or lack of conformity with the declared aesthetic characteristics that are not immediately visible even before purchase and, as such, accepted by the end consumer and not within the scope of the guarantee, are presumed to be knowable at the time of purchase.
By virtue of the guarantee provided, Spina Group undertakes to replace or repair products that it recognizes as defective or non-conforming, provided that the defects are not attributable to transport, misuse and/or storage, incorrect assembly or use of the same that is not rational or inappropriate and in any case to liability in general of the Customer, its assignees or third parties.
4.8 The guarantee lapses if modifications are been made or if careless assembly, improper use or use not in accordance with the warnings and instructions, or, finally, tampering with the product and in general any fact, conduct or omission attributable exclusively to the Customer or its assignees.
The guarantee does not apply to those products returned without adequate packaging to preserve their integrity from damage during return transport.
4.9 Spina Group guarantees that the product is safe according to the safety standards in force according to Italian law at the time of marketing.
The Customer assumes is responsible for verifying the compatibility of all safety standards of the product according to the regulations in force in its country.
4.10 Spina Group declines any responsibility for damages of any kind, both direct and indirect, caused to persons, animals or properties that do not relate to the use that could be legitimately expected at the time the products were made.
4.11 Spina Group, moreover, disclaims any liability for loss of profit or for any indirect damage suffered by the customer as a result of a fact, act or omission attributable to Spina Group in accordance with these general conditions or, in any case, in relation to the sale and purchase that is the subject of the same.
4.12 Unless otherwise communicated to the customer in writing, the product information contained in the catalog does not refer to the country of origin or the country where the processing, production or assembly of the products or any part thereof takes place.
5) COMPLAINT OF NON-COMPLIANCE WITH THE ORDER
5.1 The Customer is obliged to check, upon delivery of the goods, that the products conform to the order, as accepted by Spina Group.
In the absence of notification, which must specifically indicate the discrepancies found, the products are deemed to be in conformity and accepted.
5.2 Complaints concerning product defects, as well as qualitative or quantitative differences and any other visible discrepancies, must be communicated to Spina Group in writing within 8 (eight) days of delivery to email@example.com.
5.3 For hidden defects discovered by the Customer prior to sale to its assignee, the term of 8 (eight) days shall starts from the day of discovery, duly proven by the Customer, in accordance with the provisions of Article 1495 of the Civil Code.
5.4 Complaints regarding any discrepancies with the accompanying transport documents must be notified to Spina Group by e-mail within 48 (forty-eight) hours of receipt of the products, at firstname.lastname@example.org.
5.5 It is understood that the Customer shall refuse delivery, by the carrier, of packages with damaged packaging, giving immediate notice to Spina Group.
6.1 Any return of products purchased on the Site must be agreed in advance with Spina Group, which will assign a return authorization number to which the Customer will refer in the return document and/or accounting documents.
After obtaining Spina Group's consent, in order to be entitled to a refund, the Customer must return the items under the following conditions:
(i)the items must not have been used and must be returned in the same condition in which the customer received them.
(ii)a return must be made within 15 (fifteen) days from the date of the purchase invoice.
(iii)if the terms and conditions of sale do not contain specific instructions and these have not been subsequently indicated by Spina Group, all parts or components that may have been added to the product or item by the customer must be removed prior to return to Spina Group, otherwise Spina Group reserves the right to remove and/or discard all additional parts.
(iiii) returns are not permitted for items that, although supplied by Spina Group, were not available in the Catalog and, therefore, were specifically ordered out of the Catalog at the request of the customer.
(iiiii) items must be returned at the customer's own care, expense and risk. Items to be returned to Spina Group must be properly packaged and shipped to Spina Group srl, Via del Tecchione, 36/b San Giuliano Milanese 20098 Italy ".
6.2 Spina Group reserves the right to provide replacement, repair or reversal by credit note from time to time.
6.3 With reference to deliveries on the Italian territory all communications in this regard must take place by e-mail at email@example.com.
With reference to commercial returns and quality returns all communications in this regard must be made by e-mail to the address firstname.lastname@example.org
With reference to deliveries made outside the Italian territory all communications in this regard, without distinction, must be made by e-mail to the address email@example.com, both as regards commercial returns and quality returns.
6.4 Returns will not be accepted for goods and accessories not produced or marketed by Spina Group or lacking the numerical authorization reference will not be accepted.
6.5 In any case, products returned to Spina Group which, even for lack of adequate protective packaging, are not intact in some of their parts, will not be replaced or returned.
7) PRICES AND PAYMENTS
7.1 The prices indicated in the order confirmation are net of V.A.T., where applicable, and are inclusive of packaging and for goods returned ex warehouse Spina Group or other supplier.
7.2 In the event that the price of the product or item ordered shown in the Spina Group price list in effect at the time of receipt of the order is different from that indicated, Spina Group will contact the customer, who shall have the right to confirm or cancel it.
7.3 Invoices not disputed in writing within 5 (five) days of their receipt shall be deemed accepted in their entirety.
The dispute must be made by email to firstname.lastname@example.org, with regard to deliveries made within the Italian territory, or to email@example.com with regard to deliveries made outside the Italian territory.
7.4 Payments must be made by means of the following Credit Cards: Visa, Mastercard, Visa Electron, Maestro, V-Pay.
Only payments made directly to Spina Group in the manner stated above shall be recognized as valid, as any acceptance or forbearance of payments made in any other way does not not constitute an exception, subject to the Customer’s risk for the transmission of sums and securities or their non-receipt by Spina Group.
Spina Group, in any case, reserves the right not to proceed with the shipment of the goods, even after receiving the order, for those customers who are "out of credit" or with "outstanding" or with a "dispute still open".
7.5 The Customer is always required to pay invoices in full and may not delay, suspend, or change the terms.
7.6 Payment in full of invoices shall be made even if disputes of any kind arise, including disputes concerning guarantee and liability.
7.7 Failure to pay a single overdue invoice, and in any case any breach, even if only partial, will be considered as a sufficient condition for the Customer to forfeit the benefit of the term pursuant to Article 1186 of the Italian Civil Code: in this case Spina Group shall have the right to immediately request full payment of its overdue and expiring credits.
7.8 The total or partial non-performance by the Client shall in any case entitle Spina Group the right to suspend delivery of the products, to terminate the contract or to withdraw from all other contracts stipulated into with the Customer and and not yet performed, without prejudice in any case to compensation for damages.
8) DISPUTES AND PLACE OF JURISDICTION
8.1 The present General Conditions shall be governed exclusively by Italian Law, with the exclusion of any applicable rules of private international law.
8.2 The parties expressly exclude the applicability of the Vienna Convention on the International Sale of Goods.
8.3 All disputes, also regarding validity, interpretation, execution and termination, relating to the sale and purchase of Spina Group products regulated by these General Conditions and by the particular ones, shall be the exclusive competence of the Court of Milan, without prejudice, however, to Spina Group's right to take actions in the Court of the place where the Customer has its registered office or residence.
9) PERSONAL DATA.
The Customer declares that he/she has read the information pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (GDPR) (available at www.spinagroup.com/privacy-policy ) and, by accepting these General Conditions, gives his/her consent to the processing of his/her personal data for the purposes and in the manner indicated in the aforementioned information. The personal, corporate and fiscal data of the Customer, acquired directly or indirectly by Spina Group, will be collected and processed in paper, computerized or telematic form, exclusively for the purpose of enabling the execution of purchase orders. The data acquired by Spina Group will be kept for a period of time not exceeding that necessary for the purposes for which they were collected and subsequently processed. However, their removal will take place safely.
10) DISCLAIMER OF LIABILITY
Spina Group accepts no liability for the content of external links.
The respective operators are responsible for the content of the linked pages
11). VEXATIOUS CLAUSES
In accordance with the provisions of Articles 1341 and 1342 Civil Code, the Client declares that he/she specifically accepts and approves the following clauses:
2.2 ( omissions, errors or inaccuracies contained in the Site ); 3.2 ( failure to comply with the terms and conditions of delivery ); 3.7 ( damage from moving or lifting goods ); 3.8 ( delay, cancellation or inability to make delivery ); 4.3 ( delivery of goods to the carrier ); 4.5 ( additional costs or rules precluding the sale ); 4. 10 ( damages from improper use ); 4.11 ( damages from loss of profit; indirect damages ); 7.5 ( delay, suspension or modification of terms for performance ); 7.6 ( limitations on the right to raise exceptions ); 7.7 ( forfeiture of the benefit of the term ); 7.7 ( right to suspend performance; right of withdrawal ); 7.8 ( suspension of delivery and termination of the contract. Withdrawal from unperformed relations ); 8.2 ( inapplicability to the contract of the Vienna Convention on the International Sale of Goods ); 8.3 ( derogation from the jurisdiction of Judicial Authority ); 10 ( contents of external links ).