General Terms of Sale
1 – AREAS OF APPLICATIONThe Terms stated herein (hereinafter known as “Terms”) are applicable to all sales made by Crjos Design Milano S.r.l. (hereinafter known as “Vendor”). Purchase order confirmation from the Buyer implies the acceptance without reservation of these general sales Terms which supersede all previous versions or specifications issued by the Buyer, including the exchange of e-mails. It is established by convention that the drawing up of the sales contract is to take place at the Vendor’s headquarters. The sales contract is considered fulfilled when the Buyer becomes informed of the Vendor’s acceptance. Purchase orders are accepted when the Buyer signs the order and makes the required advance payments. The Buyer, by signing the order, accepts the sales Terms displayed on the website of Crjos Design Milano Srl or on the purchase order. Crjos Design Milano S.r.l. is not responsible for any use other than that normally or reasonably foreseeable and, regarding its finish, is not responsible if the Buyer purchases products with finishes that are not suitable for their intended use. Crjos Design Milano S.r.l. is not responsible if the Buyer uses the product for abnormal use. It is understood that ‘abnormal’ means all the situations that would result in increased and excessive stress to the Products (as specified in Article 3.5 Warranty).
2 – PURCHASE ORDERS
2.1 Product offersAs precisely as possible, products are furnished in compliance with applicable laws and regulations. Differences, even slight, in colors and measures, between the products delivered and those pictured on the website, in the catalog or those represented graphically, may exist; this is particularly true as regards the Crjos Design Milano Srl products, which are handmade, and for which the homogeneity of the production cannot be fully guaranteed, or for those products which have required technical or technological adjustments. Such differences, where they do not regard the essential characteristics of the Products and do not detract from their quality, do not justify cancellation of the order or a refusal to accept delivery. Not being able to guarantee a perfect representation of the Products on the Website and/or in catalogs, caused by differences in displayed colors by the Internet browser software and/or computer screens, Crjos Design Milano Srl cannot be held liable for the inaccuracy of the photographs appearing on the website and/or in the catalog.
2.2 Purchase order acceptanceFor the Buyer, the order is to be considered valid upon confirmation by signature on the order and the payment of the advance, while for Crjos Design Milano Srl, validation is effective upon receipt of the advance payment and receipt of the signed purchase order. Cancellations or changes to the order by the Buyer will not be accepted after making the advance payment. The Vendor is not liable for any inaccuracies or omitted communications regarding tax and/or any additional identifying information of the Buyer, and considers the data contained in the order as truthful.
2.3 Modifications to the ProductsThe Vendor reserves the right to make non-critical changes to products without prior notice to the Buyer. The colors and shades of the sample materials, as well as those seen in print or on the internet, related to leather, fabrics, paints and lacquers, are only indicative. Slight differences in color from batch to batch may occur without liability of the Vendor. The quality and quantity of the products that the Vendor agrees to provide are those indicated in the purchase order confirmation or, failing that, on the invoice. The Vendor has the right to remove or replace all or part of the products from their catalogs and price lists, excluding orders which are already confirmed.
3 - PRICE / PAYMENT
3.1 Prices of the ProductsUnless specifically expressed in writing, prices are those stated by the Vendor at the time of the order confirmation. Prices do not include VAT (i.e. sales tax). Prices for the products are guaranteed until a new price list is issued. The list will clarify if prices are inclusive of delivery or not.
3.2 Payment and GuarantiesPayment is to be made by bank transfer unless otherwise indicated at the time of the purchase order and sent to:
Crjos Design Milano S.r.l.
Via Don Giuseppe Gervasini n.33
If payment by bank transfer is not received within 8 days of the confirmation of the order by the Buyer, the order will be considered void. Being that purchase orders are considered valid only after confirmation of receipt of payment, it is not possible to apply discounts or penalties for delays.
3.3 Late paymentsRegardless of agreed or executed payment methods, it is understood that payment is to be directed to the Vendor’s address. For no reason may the Buyer withhold or delay payment for the products, nor validly raise any contention before having paid the full price of the supplied goods. In case of a delay in payment, the Vendor shall be entitled to compensation for any further damages, interest according to laws regarding late payments in commercial transactions, as well as to any legal costs incurred. In any case, the Vendor may terminate the contract for products not yet delivered and/or delay the fulfillment of the order until settlement of any debt is made.
3.4 Fiscal, administrative and customs fulfillmentAll taxes, licenses, authorizations, permits, administrative and customs fees relative to the import and/or resale of the products, is to be considered the sole responsibility of the Buyer and carried out by the Vendor under the sole responsibility of the Buyer and at its risk and expense. Any deviations will be via written expression of the Vendor.
3.5 GuaranteesThe Vendor, for a period of 24 (twenty-four) months for consumers (end-users) and 12 (twelve) for all other customers from the date of delivery, guarantees the Products against defects in material or workmanship, subject to the normal manufacturing tolerances in the aforementioned time limits. The Vendor expressly disclaims any and all liability relating to the misuse, inadequate storage and/or maintenance of the Products. Any claim relating to defects of the products must be forwarded to the Vendor, subject to revocation, in writing within 8 (eight) days of receipt in the case of obvious defects, and within 8 (eight) days of the discovery of hidden defects, and in any case, no later than 24 months from the date of delivery; otherwise no complaint will be accepted. The guarantee period starts from the date of delivery, even if parts of the product or the whole product is replaced. Product returns will not be accepted unless authorized in writing by the Vendor who, at its exclusive discretion, will replace and/or repair the products it recognizes as defective. Regarding the return of products, even if authorized by the Vendor, the costs and the risks arising from the return transport of goods are the responsibility of the Buyer. The cost of installation of the products or parts of products to be replaced are always considered to be borne by the Buyer, as well as the shipment of returns or defective products. Replaced products will be guaranteed for the remainder of the original period. The Terms detailed herein have validity over all other guarantees, including those established by law. Limits to the normal guarantee Terms are applied any time the Products are subjected to abnormal use. It is understood that ‘abnormal’ use means all the situations that would result in increased and excessive stress to the Products. To further illustrate the aforementioned situations, examples are: places with particular climatic conditions (temperature, humidity, salt air, solar radiation, etc.); for clients destined to operate in more strenuous conditions (catering services, sports facilities, transport stations, airports, subways, recreation centers or entertainment venues; ship owners and shipping companies, furniture rentals; schools and educational institutions of all levels; health care facilities, prisons, churches and religious institutions etc.); environments open to the public with scarce or no surveillance and/or with decor exposed to use by the public, locations where there is no provision for regular maintenance, and any further situations similar to those described above. In these cases, the Vendor reserves the right in its sole discretion to evaluate any complaints and disputes of any nature, honoring the guarantees only to the extent that the alleged defects are properly attributable to manufacturing defects caused in normal conditions of use. The Buyer is obliged, under penalty of forfeiture of any guarantee, to indicate in writing when ordering, any destinations of use which, in the light of the above and as suggested by reasonable diligence, could in any way result in abnormal conditions of use. This communication must be made through projects, plans, drawings and precise indications on the place of installation of the products as well as the level of their supervision and maintenance; a vague mention of the location at which a product will be installed is insufficient. Having obtained clear, complete and unambiguous information about this, the Vendor reserves the right to propose to the Buyer the best possible solutions, and suggest any changes to the products that may make them more suitable for specific uses. In each individual case, any consequent limitations to the guarantee will in turn be determined by the Vendor. It remains the specific responsibility of the Buyer if the Vendor’s indications are not followed, especially if the motivation for not following those indications are economic in nature. Excluded from the guarantee are: damages to the Product resulting from normal wear and tear in reference to the nature, function, composition; the small differences observed on the Products; Products used in an excessive way, or for purposes other than private; any defects in the product that may result from improper installation, storage or assembly (non-compliance of the installation instructions), lack of maintenance, misuse, or use not according to the specifications (non-compliance with maintenance requirements and maintenance), modifications or repairs made by the Buyer or a third party, deterioration caused by external objects (for example, using the seat to support heavy objects or materials that may damage the finish), external events such as accidents, strikes, fires, acts of vandalism, leaks, natural or artificial light (in case of discoloration), natural disasters or weather.
3.6 JurisdictionThe herein Terms and all contracts of sale on the part of the Vendor shall be exclusively governed by Italian law, with the express exclusion of the protocol provided by the Vienna Convention of 1980 on the International Sale of Goods. Exclusive jurisdiction over all disputes relating to sales of products by the Vendor is the Court with jurisdiction in the territory of the registered headquarters of the company, namely Milan (Italy), unless the Court calls the Buyer before any other Court having jurisdiction over the Buyer.
4 – DELIVERY
4.1 Delivery TermsThe dates indicated in the purchase order confirmation as those of delivery are understood to be indicative unless other agreements are made and countersigned by the Vendor. Late deliveries, as long as they are communicated by the Vendor and do not exceed 4 (four) weeks (excluding the month of August and the holiday period from December 20 to January 7), do not give the Buyer the right either to cancel or modify the order. Delays exceeding the aforementioned period will entitle the Buyer to cancel or modify the order by written notice to be received by the Vendor no later than five days after being informed of the delay or the expiry date of the aforementioned period of four weeks. After the aforementioned five-day period, the order will be deemed confirmed. In no event may the Buyer claim compensation for any damages suffered as a result of delays in delivery, except in cases of willful misconduct or gross negligence of the Vendor. The Buyer, accepting late delivery, automatically waives any claim in relation to the delay. It is understood that the delays attributable to acts of God (force majeure) exclude any liability of the Vendor.
4.2 Delivery methodsList prices do not include delivery costs unless specifically indicated by the Vendor. Delivery costs are charged to the Buyer. The goods are ex (FOB) our warehouse. If request is made for the transportation cost to be agreed between the parties, over the list price, the Buyer will be informed of the delivery method (by courier or parcel post). Delivery by parcel post: The delivery of the order will be carried out by a specialist courier. A courier will arrive at the home of the Buyer after the communication of the order. Packages will be delivered to the entrance of the home or business. Prices do not include delivery to the floor or installation location. The order will be delivered according to explicit instructions of the Vendor. Delivery by courier: The delivery of the order will be made by a courier specialized in furniture delivery. The furniture will be delivered packed in a protective covering, in a carton or on a pallet, to ensure maximum protection. The furniture will be delivered to the entrance of the home or business. Prices do not include delivery to the floor or installation location. The delivery service designated by Crjos Design Milano Srl will contact the Buyer to arrange a delivery date within the time specified in the purchase order summary. Attention: Always check that the size and volume of the products ordered allows their passage through the usual access routes at the place of delivery. Once the order is made on the site, the indicative delivery date will be communicated. On the quote accepted by the Buyer and Crjos Design Milano Srl, the Buyer has to indicate on the order any obstacles to delivery through normal access routes (stairs, elevator, doors, driveways) and make the courier aware of them. It is the responsibility of the Buyer to check before ordering, in this case with regard to the specifications of the products in terms of size and volume, that they can be transported through the access routes to the place of delivery. Impossibility by transporters of Crjos Design Milano Srl to deliver products on the agreed date, due to the absence of the Buyer or to the lack of information about the need for specific delivery means, may lead to additional delivery charges and/or cancellation of the order by the Vendor. The risks of the Product are transferred to the Buyer at the time of delivery or from the agreed date on which couriers of Crjos Design Milano Srl arrive for the first time. If the dates of availability of the various products of an order are different, Crjos Design Milano Srl will propose to the Buyer to split the delivery dates for that order. In the case of staggered or partial deliveries, the contribution to the costs of expected delivery of the order will be applied to each individual part. In the absence of staggered deliveries, delivery will be the date of availability of all the products ordered. The Buyer has the right to cancel the order if delivery is not made within 14 days of the date stated on the order, except in cases of force majeure and or other important causes which are communicated by the Vendor at least 14 days before delivery. Only cancellations communicated by registered letter with return receipt no later than 60 working days after the expiration of the term or the planned delivery date and received prior to delivery of the products concerned will be taken into account by the Vendor.
4.3 Receipt - stockBuyer agrees to accept delivery and to receive the products within eight days from the delivery date indicated on the order confirmation, that is, upon communication of goods being ready, and agrees to bear all the costs of storage after that date. The transfer of risk and the terms of payment is in effect, in any case, from that date of delivery.
4.4 Receipt and complaintsAt the time of delivery, the Buyer must check the goods for any defects, deficiencies, malfunctions or other non-conformities against the purchase order. The Buyer must especially check the packing, the number of items and the Products in terms of quantity, part number, condition and characteristics. If there is a complaint or reservation, it must be directed to the Vendor. The Buyer must:
- Indicate precisely on the shipping document the non-conformities, damaged or missing goods; it is insufficient to indicate a generic complaint such as “acceptance or refusal of goods will be determined only upon unpacking”;
- communicate the reservations by registered mail with return receipt to the Vendor;
- communicate the reservations by registered mail with return receipt to the courier, within 3 days of the delivery, excluding non-work days;
4.5 Activation of the guaranteeFor guarantees to be valid, it is obligatory to present the original invoice.
5 – OwnershipPursuant to and for the effects of Articles1523-1526 of the Civil Code, the ownership of the goods delivered will be transferred to Buyer only upon full payment of the sale price. In case of default, Vendor may, without the need for any formalities or notification of default, take possession of all the Products wherever they may be, subject to any further appropriate remedy for the damages suffered. In case of sale with partial or total pre-payment of sale price and default of the Buyer, the amount already paid will be retained by the Vendor as compensation.
6 - RIGHT OF WITHDRAWALThe Term of withdrawal for the private individual Buyer, 14 working days from delivery of the product, allowing him/her to cancel all or part of the order and return of the product at his/her expense, does not apply to products custom-manufactured as per the specifications of Buyer (for example, colors or types of finishes), customized products, or products which, because of their nature, cannot be returned. To exercise his/her right of withdrawal, the Buyer has to send a letter of withdrawal to be sent to the customer service by registered mail with return receipt to the following address:
Crjos Design Milan S.r.l.
Via Don Giuseppe Gervasini 33
Shipping costs are borne by the Buyer.
7 - VARIOUS
7.1 Intellectual PropertyThe elements published on the website or in the catalog of Crjos Design Milano Srl, including logos, trademarks, text, descriptions, photographs, images, drawings, models or tables, are works protected by personal or intellectual property rights. Reproduction or representation, total or partial, of this website or catalog are therefore prohibited without the express prior consent of the holders of such rights and may constitute an act of infringement sanctioned by the provisions of the Code of Intellectual Property and/or a criminal act that implicates the civil liability of violators of these rights.
7.2 Force Majeure (Act of God)Neither Party shall be liable for non-performance of all or part of its obligations, to the extent that such failure is due to unforeseen circumstances or the occurrence of a force majeure such as, but not limited to, the following: flood, fire, storm, lack of raw materials, transportation strike, partial or total strike or lockout. The Party that has suffered a delay must notify the other Party of the occurrence of a force majeure as rapidly as possible and not later than five (5) working days from the occurrence of such event. The parties must agree in times as short as possible in order to determine together how to fulfill the purchase order for the duration of the force majeure. If the force majeure lasts more than one (1) month, either party may dishonor the order and Crjos Design Milano Srl will have an obligation to reimburse the Buyer, where/when necessary, for amounts paid toward the order in question.
7.3 Partial annulment of contractIf one or more of the clauses of the present general sales Terms are considered void or declared so by the application of a law, regulation or final decision of a court of law, all other clauses will remain valid and applicable.
7.4 WaiverThe fact that one of the Parties has not requested the application of any clause of these general sales Terms, whether permanent or temporary, will not, in any case, be considered as a waiver of the rights of that Party derived from that clause.
7.5 Modification to the general sales TermsCrjos Design Milano S.r.l. reserves the rights to modify the present sales Terms. Any new version will be communicated on the Site. At the time the Buyer places the purchase order, the on-line version on the Site will have validity over any previous version of the general sales Terms herein.
7.6 Integrity of the contractThe general sales Terms herein, together with the purchase order summary transmitted to the Buyer, form a contract and constitute the contractual integrity of the relationship between the parties.
8 - OPINIONS OF CUSTOMERS OR THIRD PARTIESCustomers who express their opinion on any media are responsible for the content they publish and for the consequences of said publication. They must make every effort to not publish content that is contrary to the laws in force, to the rules of public order and decency, or which violate individual rights. They also make every effort to express themselves with proper, understandable language and to not disclose personal information.
© 2015 Crjos Design Milano S.r.l.
All rights reserved
All rights reserved