General Terms and Conditions

OF
PRIMA SRL

Scope

• These Terms and Conditions of Sale (hereinafter referred to as the "GTCS") of Prima S.r.l., having its office in I-39100 Bolzano, via Luis Zuegg 40, VAT no. 02583270216 (hereinafter referred to as the "Seller") apply to all contracts regarding the supply of products displayed in the Seller's online shop entered into by an entrepreneur (hereinafter referred to as the "Customer"). Unless otherwise agreed upon, the inclusion of the Customer's terms and conditions is hereby excluded.

• These GTCS apply exclusively, even if the Seller provides for delivery to the Customer, without any specific reservation, despite Customer's terms and conditions are contrary to and/or deviant from these General Terms and Conditions.

• Entrepreneurs under these GTCS are individuals and/or legal persons and/or companies with legal personality that act within the context of their trade or self-employed professional activity, when concluding a legal transaction. 

• Entrepreneurs under these GTCS are also authorities or all other bodies of public law that act for private law purposes only, when concluding a contract.

Conclusion of contract

• The product descriptions displayed in the Seller's online shop are not binding offers by the Seller but serve the purpose to allow the Customer to submit a binding offer.

• The Customer may submit the offer by using the online order form available in the Seller's online shop. Once the selected products and/or services are added to the virtual cart and the electronic order procedure is passed through by clicking on the proceed button to conclude the order procedure, the Customer submits a legally binding order for the products and/or services contained in the cart. Moreover, the Customer may submit the offer to the Seller also by phone, e-mail, mail or using the online contact form.

• The Seller may accept the Customer's offer within five days:

  • by submitting a signed order confirmation or a written order confirmation (by fax or e-mail), whereby the date of receipt of such order confirmation by the Customer will be decisive, or

  • by delivering the ordered goods to the Customer, whereby the date of receipt of the goods by the Customer will be decisive, or

  • by requesting payment from the Customer after delivery of the Customer's order, or

  • if payment by direct debt is offered and the Customers opts for such means of payment, by charging the total amount to the Customer's bank account, whereby the date on which the Customer's bank account is charged shall be decisive.

Upon the occurrence of several of the above alternatives, the contract is deemed concluded at the time whenever one of the above alternatives occurs first. The deadline for the acceptance of the offer begins on the day subsequent to the submission of the offer by the Customer and ends upon expiry of the fifth day following the submission of the order. If the Seller does not accept the Customer's offer within the above-mentioned deadline, the offer is deemed rejected therefore the Customer is no longer legally bound to its declaration of intent.

• Upon submission of an offer through the Seller's online order form, the Seller will save a copy of the contractual text, which is returned to the Customer, jointly with these General Terms and Conditions in writing (i.e. e-mail, fax or letter), after order submission. Furthermore, the contractual text is archived on the Seller's website and may be accessed for free by the Customer through its password-protected customer account by using the relevant login data, provided that the Customer has created a customer account in the Seller's online shop before submitting the order.

• Contracts can be concluded in German, Italian or English only.

• Usually, orders are processed, and contacts are established by e-mail and automated order processing. The Customer must ensure that the e-mail address indicated for his/her order is correct, so as to receive the e-mails sent by the Seller via such e-mail address. More specifically, if spam filters are used, the Customer must ensure that all e-mails sent by the Seller and/or by third parties engaged by the same to process the order, can be received. 

• In principle, if the parties have agreed on special conditions, such conditions shall not apply to simultaneously ongoing and future contractual relations with the Customer.

Prices and terms of payment

• Unless otherwise provided for by the Seller's product description, the specified prices are net prices and are exclusive of statutory VAT. All packaging and delivery costs, transport and insurance (especially transport insurance), customs duties and taxes, if any, are charged separately.

• The Customer may choose between several payment options available in the Seller's online shop.

• A payment shall be deemed to have been received as soon as the equivalent amount has been credited to one of the Seller's bank accounts. In the event of late payment, the Seller is entitled to a late payment penalty interest at the respectively applicable ECB base rate plus 7 percentage points, as provided for under the Italian legislative decree no. 231/2002, without prejudice to any other legal rights to which the Seller is entitled to in the event of a Customer's late payment. In the event of overdue claims, incoming payments are first set off against costs and interest, if any, and subsequently against the longest outstanding debt.

• Should an unpredictable increase in cost(s) (i.e. currency fluctuations, unexpected increases in supplier prices etc.) occur, the Seller is entitled to pass the increase(s) in price on to the Customer(s). However, this applies only if the delivery is to be made more than two months after the conclusion of the contract, as agreed upon.

Terms and Conditions of delivery and shipment

• Unless otherwise agreed upon, goods are delivered to the delivery address specified by the Customer through shipping services. The delivery address indicated in the order processed by the Seller is decisive for the processing of the transaction.

• The Seller is allowed to make partial deliveries. In the event of partial deliveries, the Seller is also authorized to issue partial invoices.

• The Seller reserves the right to withdraw from the contract in the event of untrue or irregular deliveries by their suppliers. This applies only if the failure to deliver is not attributable to the Seller. If goods are not available or available only in part, the Customer shall be informed thereof immediately and be reimbursed the consideration without any delay.

• The risk of accidental loss and accidental deterioration of the sold goods is transferred to the Customer as soon as the Seller delivers the goods to the carrier, the shipping service(s) and/or any other agent or institution selected to execute the shipping. This applies even if the costs of transport are borne by the Seller. Transport is insured upon specific request and at the Customer's cost only.

• If the shipping of the goods to the Customer is delayed due to reasons attributable to the same, the risk is transferred to the Customer already upon notice of readiness for shipping. Upon transfer of risk, storage costs, if any, are borne by the Customer.

• If the goods are collected by the Customer, the Seller first informs the Customer by e-mail that the orderd good(s) are ready to be collected. After the receipt of this e-mail the Customer may collect the goods upon agreement with the Seller. No shipping costs are charged in such case.

• Deliveries within the Province of Bolzano (Italy) are carried out free domicile. Express deliveries within the Province of Bolzano (Italy) ordered on demand of the Customer and that are outside the delivery route of the Seller are charged with an amount of 15 Euros.

• Delivery costs and times outside the Province of Bolzano (Italy) are fixed by the Seller on a  case to case basis.

• For personalized and individually customized products there is a tolerance range of plus or minus 10% of the ordered products, whereat it is invoiced the effectively obtained quantity by the Customer. The Customer accepts irregularities within this range of tolerance and renounces to additional delivery requests and reconsignments. In this case termination of contract and compensation for damages are precluded.

• The recall of personalized products and specially ordered commission goods is precluded, except as provided in Article 8 of this contract. In all other cases the Seller is entitled to discretionarily recall of the delivered products, except as provided in Article 8 of this contract.

• The delivery time for stock items is usually around 10-14 days.

Force majeure

The Seller is entitled to delayed delivery for the duration of the impediment and in the event of long-term impediments to withdraw, fully or in part, upon occurrence of force majeure events that affect the performance of the contract. No further claims against the Seller may be derived thereof. Force majeure shall mean all events that are unforeseeable by the Seller or all events that, even if foreseeable, are outside of the Seller's control and which effect the performance of the contract but cannot be prevented by the Seller's reasonable efforts Any statutory claims of the Customer shall remain unaffected thereof.

Delay in performance

• Delivery deadlines, if any, are specified in working days and are indicative only. In the event of a delay in delivery, if any, the Customer is neither entitled to terminate the contract nor to claim damages.

• If shipment or delivery of the goods is delayed by more than 10 days after notice of readiness for shipment, upon the Customer's request, the Customer may be charged storage fees of EUR 6.00 (six.00) per palette for each commenced month, without prejudice to the right to claim further damage.

Reservation of title

• The Seller reserves title of the delivered goods until the price due is fully paid. Furthermore, the Seller reserves title of the delivered goods until all claims under the business relationship with the Customer are settled.

• By concluding the contract, the Customer does not acquire any rights on the Sellers intangible assets (e.g. graphs, designs, layouts, brands etc) that shall continue to be fully owned by the latter.

Statutory warranty

• The provisions on statutory warranty shall apply if the purchased goods are defective. In derogation of such provisions, the Customer shall be entitled to a replacement delivery; alternatively, the Customer may also request a price reduction to be negotiated individually with the Seller, based on the extent of the defect; the Customer has no right to claim termination of the contract. If the goods purchased are personalised goods or special ordered commission goods, replacement is excluded.

• No claims for defects arise due to natural wear and tear or damages that occur after the transfer of risk owing to defective or negligent handling, excessive or incorrect use or to special external influences which are not stipulated under the contract. No claims for defects can be asserted for improper variations or repair works made by the Customer or by third parties and for any consequences resulting thereof.

• The statute of limitations for claims of defects is one year from delivery. Defects must be notified within eight days after discovery under penalty of forfeiture of the claim.

If notice is given upon expiry of the above deadlines, the Seller may take back the goods, at his own discretion and as a gesture of goodwill and reimburse up to 85 percent of the purchase price to the Customer. The transport costs for returned goods are borne by the Customer.

• If replacement is made within the scope of liability for defects, the statute of limitations shall not restart again.

• If supplementary performance by way of replacement has been affected, the Customer must return the goods first delivered to the Seller within 30 days. The return package must contain the reason for the return, the name of the Customer and the number attributed to the purchase of defective products in order to allow the Seller to identify the returned goods. If, and as long as, identification is impossible due to reasons attributable to the Customer, the Seller is not obliged to accept the returned products and to reimburse the price paid. The redelivery costs are borne by the Customer.

Liability

The Seller is liable for any contractual and legal claims of the Customer, including tortious claims for damages, as follows:

• The Seller is fully liable for any legal grounds
  •  in the event of wilful misconduct or gross negligence,
  • intentional or negligent harm to life, to the human body or to health,
  •  If promise of warranty, unless otherwise provided for in this regard.
• Liability by the Seller is excluded in any other case.
• The above liability provisions apply even with reference to the Seller's liability for agents and legal representatives.

Pay and then claim ("solve et repete")

• The Customer may not invoke any exceptions in order to avoid or to delay payment of the amount owed to the Seller and, hence, expressly waives to seek any judicial and/or extra-judicial remedy and/or protection provided for under section 1462 of the Italian civil code before having performed the payment requested by the Seller.

Sole jurisdiction

• The Court of Bolzano, Italy, shall have sole jurisdiction for any dispute arising in connection with these GTCS.

Severability clause

• If a single provision contained in these GTCS is or becomes ineffective or unenforceable upon conclusion of the contract, this shall not affect the effectiveness of the remaining provisions of these GTCS. The ineffective or unenforceable provision shall be replaced by such an effective and enforceable provision that comes closest to the effects of the economic purpose(s) intended by the parties in framing the ineffective and/or unenforceable provision. The above provisions apply, mutatis mutandis, to any gaps contained in these GTCS..

Personal data

• The personal data are made available, collected, stored and used solely for the purposes useful to and connected to the conclusion and the execution of the contract, including to the activities set up by the Seller in order to contact, acquire, manage and execute orders and to formalize, manage and control the relationship with the Customer as well as in order to comply with the administrative, legal and tax requirements and obligations connected to the orders made by the Customer. The data made available may additionally be used for the Seller's marketing and advertising purposes (receipt of newsletters, ads, offers etc. by e-mail, SMS, MMS, by mail etc.), since the Customer has given express consent thereto, as provided for under section 130 of the Italian legislative decree no. 196/2003 on personal data protection and article 4 (11) and article 7 regulation (EU) 2016/679 (GDPR). The complete information on data processing is available on the website www.prima.bz.