B2B general sales conditions (e-commerce)

Provided that:

• Brofind spa, having its registered office in Milan (MI), Viale Stelvio 5, tax code 02220340166 and VAT number 11455850153, tel. +39 02-6085261 , e-mail italy@brofind.com , PEC Brofind spa@sicurezzapostale.it (“Brofind spa” or the “Seller”) owns the website  www.Brofind spa.com (henceforth “Site”);

• On the Site Products can be purchased through the e-commerce service;

• These general sales conditions (“General conditions”) apply to all purchases made through the Site e-commerce by any subject, individual or legal person that qualifies as a professional (“Professional”) pursuant to art. 3, paragraph 1, lett. c) of the Legislative Decree September 6^th, 2005, n. 206 (“Consumer Code”);

1. Definitions

In these General Conditions, the terms listed below will have the meaning specified next to them:

1. The “Buyer” is the Professional purchasing Products through the Site in the manner indicated in these General Conditions.

2. The “Order Acceptance” is the notice of formal acceptance of the order referred to in Article 1 of the General Conditions.

3. The “Consumer Code” is the Legislative Decree of September 6^th, 2005, n. 206.

4. The “General Conditions” are these general sales conditions.

5. The “Contract” is the contract for the sale of products concluded at a distance through the Site between the Seller and the Buyer.

6. The “Price” is the price of the Products.

7. The “Products” are Brofind spa products for sale on the Site.

8. The “Professional” is the individual or legal person acting in the exercise of his or her entrepreneurial, commercial, handicraft or professional activity, or an intermediary thereof within the meaning of Article 3, paragraph 1, letter a) of the Consumer Code.

9. “Brofind spa” or the “Seller” is Brofind spa, having its registered office in Milan (MI), Viale Stelvio 5, tax code 02220340166 and VAT number 11455850153, tel. 02-6085261, e-mail italy@brofind.com

2. Scope of the General Conditions

2. 1. These Terms and Conditions apply to all purchases of Products concluded at a distance by a Buyer through the Site.

   2. These General Conditions are made available to the Buyer for reproduction and preservation in accordance with Article 12, Legislative Decree of April 9^th 2003, n. 70.

   3. Brofind spa reserves, as set forth below, the right to update, complete and amend – in whole or in part – these General Conditions and each of the documents referred to herein.

   4. Changes to the General Conditions will be effective upon publication on the Site and will apply only to sales of Products concluded after the publication.

   5. The Buyer may not invoke or object to any conditions other than those contained in the General Conditions. Any clause and/or prevision and/or condition affixed by the Buyer in its orders and/or in any case in its correspondence, contrary to and/or in any case supplementary to these General Conditions, shall be deemed as not affixed and in any case invalid and/or ineffective and/or not binding for Brofind spa unless expressly accepted in writing by Brofind spa.

3. Method of purchasing Products – order placement

3. 1. To purchase the Products, the Buyer – upon registration and authentication on the Site – will place orders through the e–commerce.

   2. To place orders through the e-commerce, the Buyer must select the Products, place them in the virtual shopping cart and confirm the order, following the procedures indicated on the Site. The placing of the order will be followed by the sending by Brofind spa of an automatic communication summarizing the order. This communication does not constitute formal acceptance of the order by Brofind spa.

4. Conclusion of the Contract

4. 1. The Contract entered into through the Site shall be deemed to be concluded when the Buyer receives – by e-mail – formal confirmation of the order with a communication, subsequent to the automatic and summary e-mail of the order referred to in Article 3, through which the Seller accepts the order sent by the Buyer and communicates that it will proceed to the fulfillment of the same (“Acceptance of the Order”).

4. 2. The Seller shall have the right to accept even only part of the order placed (e.g., if there is no availability of all the Products ordered). In such case, the Contract shall be deemed to be completed with respect to only those Products identified in the Order Acceptance referred to in Article 1 above.

5. Acceptance of General Conditions

These General Conditions must be examined and accepted “online” by the Buyer before completing the purchase of the Products.

6. Products Prices

6. 1. The Prices of the Products shown on the Site do not constitute an offer to the public. They, therefore, must always be considered indicative and subject to Order Acceptance by the Seller pursuant to Article 4.

   2. The Prices of the Products don’t include VAT. Delivery and transport costs aren’t included in the Prices of the Products.

7. Payment methods and invoicing

7.1 The payment of the Price of the Products, of delivery and transport fees and of any further cost or charge borne by the Buyer will be performed through the payment method specified during the purchase.

7.2 For payment processing, Brofind spa uses third-party tools and in no way comes into contact with the provided payment data – such as credit card data. Any costs for processing User payments that are not accepted will be charged to the User.

7. 3. By submitting the purchase order for the Products, the Buyer guarantees the availability of the sum necessary for the payment of the Price of the Products and other costs and charges payable by the Buyer.

   4. During the purchase process, the Buyer may request the issuance of an invoice by checking the appropriate box and entering the billing information, including tax code and/or VAT number.

8. Delivery method and responsibility

8. 1. The Seller will deliver to the Buyer, at the address indicated by the Buyer, the Products purchased by means of selected professional carriers. Delivery times are specified in the order confirmation and are indicative, non-binding and therefore not essential.

   2. Delivery shall be deemed to be made when the Products are taken over by the carrier for transport to the Buyer's address.

   3. Unless otherwise agreed in writing between the Parties, the costs for delivery and transportation of the Products shall be borne by the Buyer and shall be charged to the Buyer together with the Price of the Products.

   4. Any liability of Brofind spa regarding damage and/or loss of the Products is excluded, and Brofind spa's liability for delays in the delivery of the same is also excluded, with the consequent exclusion of any right of the Buyer to demand from Brofind spa sums by way of compensation for direct or indirect damages. Likewise, no responsibility can be attributed to the Seller for delayed or non-delivery ascribable to the absence of the Buyer or person appointed by the same at the time of delivery on the day and time slot indicated and/or agreed, or ascribable to force majeure or fortuitous events.

   5. Upon receiving the Products, it’s Buyer’s responsibility to verify the quantity, quality and conformity with the Contract.

   6. Under penalty of forfeiture of the relevant rights, any disputes and/or claims regarding the quantity, quality and conformity to the Contract of the delivered Products must be raised by Buyer in writing within 3 (three) calendar days of their receipt.

   7. Likewise, under penalty of forfeiture of the relevant rights, any hidden defects or deformities in the Products must be reported in writing to Brofind spa within 3 (three) calendar days of discovery.

9. Force majeure

9. 1. Brofind spa shall not be liable for delays in deliveries or other breaches of the Contract to the extent that they are due to causes of force majeure, such as – but not limited to – fire, war (whether declared or undeclared), general military mobilization, insurrection, requisition, seizure, objective impossibility of energy supply, epidemics, work stoppages, labor unrest, difficulties in transportation, strikes, lockouts, production stoppages due to technical causes not reasonably foreseeable and defects or delays in deliveries by suppliers, natural disasters, measures of public authority, or other circumstances occurring at the conclusion of the Contract.

   2. In the event of inability to perform, the performance of the Contract shall be suspended for the duration of the cause of inability to perform, without Brofind spa being liable or obligated to pay any damages.

   3. In case the force majeure event continues for a period of more than 3 (three) consecutive months, both the Purchaser and Brofind spa shall have the right to terminate the Contract, without Brofind spa being liable for the delay or obliged to compensate the Buyer for any damage that may result, the Buyer having the right only to a refund of the Price already paid.

10. Limitation/exclusion of liability of Brofind spa

Brofind spa is committed to the implementation of quality standards relating to the Products up to the time of delivery to the carrier; any liability relating to the poor condition of the Products due to improper storage after the time of delivery to the carrier is excluded.

11. Obligations of the Buyer

11. 1. It is forbidden for the Purchaser to enter false, and/or invented, and/or fictitious data in the registration procedure through the dedicated electronic form. Personal and/or corporate data and e-mail must be exclusively authentic and referring to the person who performs the registration or in whose interest it is performed. The Buyer, or the one who performs the registration on his behalf, assumes, therefore, full responsibility for the accuracy and truthfulness of the data entered in the electronic form, aimed at completing the product’s purchase procedure.

    2. It is expressly prohibited to make duplicate registrations corresponding to a single natural or legal person or to enter third parties dat. The Seller reserves the right to prosecute any violation and abuse, in the interest and for the protection of all consumers.

    3. The Buyer indemnifies the Seller from any liability arising from the issuance of erroneous tax documents due to errors relating to the data provided by the Buyer, the Buyer being solely responsible for their correct entry.

12. Communications

12. 1. Except for the cases expressly indicated – i.e., established by legal obligations - communications between the Seller and the Buyer shall take place by means of e-mails to their respective addresses, which shall be considered by both parties as a valid means of communication and the production of which in court may not be contested.

    2. Either party may at any time change its e-mail address for the purposes of this Article, provided it gives timely notice to the other party in accordance with the forms set forth in the preceding paragraph.

13. Processing of personal data

Brofind spa will process the Buyers' personal data in compliance with privacy regulations in deference to what is detailed in the Privacy Policy (Privacy and Cookies Policy).

14. Applicable law and place of jurisdiction

14. 1. These General Conditions and the Contracts shall be governed by Italian law.

    2. All disputes arising out of or even related to these General Conditions, as well as the Contracts, shall be deferred to the exclusive jurisdiction of the Court of Milan.

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Acceptance of General Conditions

Pursuant to and in accordance with Articles 1341 and 1342 of the Civil Code, Buyer declares that he/she has carefully read the General Conditions and expressly approves the following clauses:

art. 8.2 (delivery to carrier, exclusion for non-delivery or late delivery, forfeiture); art. 8.4 (exclusion of liability of Brofind spa for damage or loss of the Products or for delay in delivery by the carrier); art. 8.6 (terms for reporting apparent defects or discrepancies in the Products); art. 8.7 (terms for reporting hidden defects or deformities in the Products); art. 9 (force majeure); art. 10 (limitation/exclusion of liability of Brofind spa); art. 14 (applicable law and place of jurisdiction).

Acceptance of the expressly listed clauses