Conditions
TERMS AND CONDITIONS OF SALE – valid from 13.09.2021
These general conditions govern the contractual relationships arising from sales made between the company EGOCHEF S.R.L. (hereinafter the “Supplier”) and its customers (hereinafter the “Customer”), which are implemented through individual orders and related order confirmations.
1 EFFECTIVENESS OF THE GENERAL CONDITIONS
These general conditions of sale are applicable even if not expressly referred to and signed in the individual orders.
Any provisions or conditions different than these general conditions of sale shall be effective only if expressly accepted in writing.
These general conditions are effective until they have been expressly revoked by the Supplier or are replaced by new conditions that will become effective upon their signing.
2 ORDERS
2.1 Orders placed on the B2B platform (www.egochefb2b.com) have precedence over those placed via email or fax. For orders received through channels other than the B2B platform, the alphanumeric code of the article shall prevail. Any product descriptions in the order that do not match the product identified by the alphanumeric code indicated will not be considered.
If the Customer does not have the credentials to access the B2B platform, they can contact the Supplier’s sales representative.
2.2 Any orders, including any negotiated or proposed orders, received by the Supplier are considered final only if expressly accepted by the latter and further confirmed by the Customer if the Supplier makes any changes to the order received. In any case, an order shall be deemed to have been rejected if not processed within one month after its receipt.
3 PRICE
The price of the supply shall be the one indicated in the Supplier’s price list in force at the time the order is sent, or the price negotiated by the Parties and specified in the order confirmation.
Prices are expressed in Euro, and are understood to be net per piece, excluding VAT, taxes and charges, and do not include shipping costs.
4 DELIVERY OF GOODS
Delivery will be made in accordance with the Incoterms agreed for each order on a case by case basis.
Any reference to a publication of the International Chamber of Commerce is understood to refer to the version in force on the date of the order confirmation.
5 DELIVERY TERMS
Unless otherwise agreed, the delivery terms are purely indicative and not binding. Therefore, the Customer does not have the right to claim compensation and/or indemnity of any kind due to delays in delivery.
6 PAYMENTS AND/OR CHARGES
6.1 Payments must be made by the Customer exclusively to the Supplier, under the conditions and terms agreed and referred to in the order confirmation.
6.2 It is understood that any complaints or disputes shall not give the Customer the right to suspend or in any case delay the payments for the disputed products or for other supplies.
The Customer is not authorised to make any deductions from the agreed price (e.g. in the case of alleged defects of the products), unless otherwise agreed in writing with the Supplier.
6.3 In the event of late payment, the Customer will be charged the interest on arrears provided for by Italian Leg. Decree no. 231/2002 as amended, starting from the moment in which the payment is due until the time payment is made.
6.4 The obligation to pay is considered fulfilled when the sums due have been received by the Supplier’s bank in immediately available funds.
6.5 If the parties have agreed on advance payment, without further details, it is assumed – unless otherwise agreed – that the advance payment refers to the full price, which must be received by the Supplier’s bank in immediately available funds at least 1 day before the agreed shipping date.
7 RETENTION OF TITLE
Notwithstanding delivery and transfer of the risk to the Customer, the delivered products remain the property of the Supplier until full payment has been received by the Supplier.
8 RETURN OF GOODS
The Supplier shall not accept returns except in exceptional cases and unless authorised beforehand in writing. In case of a return authorised in advance by the Supplier, the products must be returned clean, intact, without customisations, accompanied by a barcode, packaged (in its original packaging) and accompanied by the return form. The goods must be delivered to the Supplier’s premises and the costs and risks associated with the return shipment shall be borne by the Customer.
Please note that CUSTOMISED ITEMS cannot be returned or replaced. The Customer must therefore carefully check the item before any processing.
9 SUSPENSION OR CANCELLATION OF ORDERS – If the Customer does not comply, even partially, with one of the general supply conditions, or if there are payment difficulties, or insufficient guarantees of solvency or, more generally, if there is a deterioration in the Customer’s financial capacity, the Supplier is entitled to suspend or cancel orders in progress, or to make the delivery of products subject to the provision of adequate payment guarantees.
10 INTELLECTUAL PROPERTY
All printed matter and other documents (price lists, catalogues or other similar documents, also on computer and digital media) relating to the products are the exclusive property of the Supplier. It is forbidden to reproduce them, even partially, without the Supplier’s prior authorisation.
The Supplier warns against the unauthorised use of its trademark and/or other trademarks shown on its products or linked to the products supplied/sold and/or names and distinctive signs, as well as models and designs relating to its products. In particular, the Customer is prohibited from reproducing all and/or part of the models relating to the products purchased or viewed. The Customer is also prohibited from disclosing news and information that allows the models to be reproduced.
11 PRODUCT WARRANTY
11.1 The purchased products must be verified and checked by the Customer upon arrival at the Customer’s premises in order to ensure that they correspond to what is specified in the accepted order confirmation. Any discrepancies regarding the quantity, nature or type of products supplied, as well as any complaints regarding the external characteristics of the products, must be reported in writing to the Supplier, by certified email (PEC) or registered letter with return receipt or international courier, within a maximum term of 8 (eight) days of receipt, citing all the details for an immediate control, and sending appropriate supporting documentation (such as photographs). After this term, the products will be considered for all intents and purposes accepted. Furthermore, the warranty rights no longer exist if the Customer uses and/or customises products with obvious detects.
11.2 The products are guaranteed by the Supplier for material and manufacturing defects for a period of 12 (twelve) months from the date of delivery to the Customer. It is expressly agreed that, after this period, the Customer will not be able to present any claims of non-conformity or defect in the products, or raise counterclaims in this regard in the event of any action brought by the Supplier against the Customer.
Any product defects or faults that might not have been detected even after careful inspection upon receipt must be reported to the Supplier in writing by PEC or registered letter with return receipt or international courier, under penalty of forfeiture, within 8 (eight) days of their discovery, and in any case no later than the aforesaid warranty term. Any claims must specify the defect found and be accompanied by appropriate supporting documentation (such as photographs). The disputed products must be made available to the Supplier’s agents for verification. The products will be considered as conforming to the contract despite the presence of minor differences that are customary in the product sector in question, or according to the practices established between the parties.
11.3 Disputes shall not result in the cancellation of the single order but, at the Supplier’s discretion, in the repair or replacement free of charge of the products found to be defective, unless otherwise decided due to objective reasons that make it impossible to adopt one of the aforesaid remedies.
11.4 Without prejudice to cases of wilful misconduct or gross negligence, the above provisions exclude any other liability on the part of the Supplier originating from the products supplied or from their resale. In particular, no compensation and/or indemnity may be claimed for direct or indirect damages of any nature arising from the non-use or limited use of the products.
11.5 The Supplier shall not be held liable for any negligence, tampering (the addition or removal of parts or components), improper use or inadequate storage of the products, or for any force majeure causes. The Supplier declines all responsibility for any damage that may be caused directly or indirectly to persons or things as a result of the failure to comply with the requirements indicated in the appropriate documentation or label accompanying the products, and in particular regarding the warnings and instructions of use, operation and maintenance.
11.6 Any disputes regarding a single delivery shall not release the Customer from the obligation to collect the remaining quantity of products provided for in the specific order, or other orders different than the one under consideration.
11.7 The remedies set forth in this article 11 exclude any other remedy for non-compliance.
12 WASHING
Please carefully follow the washing instructions on the label applied inside the garment. Domestic washing is strongly recommended. It is advisable to wash the garment before use. Please remove any removable buttons (e.g. mushroom buttons) before washing the garments.
13 FABRIC COLOUR
Slight variations in the colour of the fabric from one size to another are to be considered normal since the rotation of the central sizes is greater than that of the extreme sizes which, therefore, can be made with different fabric lots.
14 CONFORMITY OF PRODUCTS. IMPROVEMENTS AND MODIFICATIONS
Conformity of the products to samples and/or illustrations in the catalogues, similar documents, website or B2B portal, is not understood to be in the strict sense. In particular, the aesthetic appearance of the products may differ from the samples possessed and/or images present in the aforementioned documentation.
Furthermore, also with respect to the data and information provided in the above-mentioned documentation, the Supplier reserves the right to make any improvements and modifications to its products, including aesthetic ones, deemed appropriate and necessary, without the Customer being able to raise any objections or having the right to cancel any orders in progress and/or claim compensation and/or request reductions in the agreed price.
It’s understood that you will receive the old model/colour while stocks last.
In case of an "out of stock" item, we will send you what we have available on stock without further notice.
15 SAMPLES
The product samples can only be examined at the Supplier’s premises, as it is not possible to receive the samples on consignment. Upon request, the Supplier may send the book of fabric samples.
16 SIZE KIT
In order to make it easier for customers to order the correct size, it is recommended to purchase a SIZE KIT. There are three types of KITS:
- LADY SIZE KIT, Code S04: includes a woman’s jacket in sizes from XS to XXL for a total of 6 pieces of the LADY WHITE item, code 1004001A;
- SECURITY SIZE KIT, Code S05: includes a unisex jacket in sizes from XS to XXXXL for a total of 8 pieces of the SECURITY ML item, code 2012001A;
- COULISSE SIZE KIT, Code S06: includes a unisex pair of coulisse trousers in sizes from S to XXXXL for a total of 7 pieces of the COULISSE USA item, code 3502050A.
17 OFFICE HOURS
The offices of EGOCHEF S.R.L. are open Monday to Friday from 7.55 to 12.25 in the morning and from 12.55 to 4.25 in the afternoon.
18 CONTACTS
ITALIAN Sales: commerciale@egochef.com
FOREIGN Sales: sales@egochef.com
Administration: amministrazione@egochef.com
PEC: pec@pec.egochef.com
19 FORCE MAJEURE
19.1 The Supplier and/or Customer shall not be held responsible for the non-fulfilment, even partial, of any of its obligations if it is claimed or proven that the non-fulfilment is due to an impediment which is beyond the reasonable control of either party; that they could not have reasonably foreseen at the time of conclusion of the order, and neither the impediment and its effects could have been avoided or overcome by the non-performing party.
19.2 The party invoking the exemption from liability shall inform the other party as soon as possible, and immediately after becoming aware of the impediment and its effects on his ability to perform his obligations, of the existence of the impediment and of its effects on his ability to meet his obligations. Such notification shall be given as soon as the cause for the exemption ceases to exist. Any party who omits one of these communications shall be liable for any damage that could otherwise have been avoided.
19.3 In any case, if the causes for the exemption continue to exist for a period exceeding 90 days, each party shall be entitled to terminate the contractual relationship by written notice sent to the other party, without incurring any additional charges or fees.
20 APPLICABLE LAW
These terms and conditions of sale and individual orders are governed by Italian law, with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980).
21 DISPUTE RESOLUTION
All disputes arising from the execution, interpretation and termination of the contractual relationship between the Supplier and Customer, or related to them, are subject to Italian law and to the exclusive jurisdiction of the court where the Supplier has its registered office.
22 FINAL PROVISIONS
22.1 If any provision in these conditions of sale is held to be invalid, void or unenforceable, this shall not affect the validity or enforceability of the other provisions, which shall remain effective.
22.2 These general conditions of sale have been drawn up in Italian and translated into English. In the event of any discrepancy between the two versions, the only authentic text is the original one in Italian.
CUSTOMER
_________________
(STAMP AND SIGNATURE)
Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the Customer specifically approves the following clauses of the Conditions of Sale: 1 (effectiveness of the general conditions of sale); 2.2 (final orders); 5 (delivery terms); 6 (payments and/or charges); 7 (retention of title); 8 (returns); 9 (suspension or cancellation of orders); 11 (product warranty); 14 (conformity of products. improvements and modifications); 19.3 (termination due to force majeure); 20 (applicable law); 21 (settlement of disputes); 22.2 (prevalence of Italian language).
CUSTOMER
_________________
(STAMP AND SIGNATURE)