General Terms and Conditions of Sale B2B
GENERAL TERMS AND CONDITIONS OF SALE
ART. 1. – INTRODUCTION
1.1. Zafferano S.r.l. (hereinafter also referred to as “Zafferano” or the “Seller”), having its registered office in Quinto di Treviso (TV), Viale dell’Industria no. 26, is a company specializing in the production and distribution of tasting glasses, drinking glasses and table accessories made of colored glass and ceramics, as well as indoor and outdoor lighting fixtures, portable lamps and furnishing.
1.2. These General Terms and Conditions of Sale (the “General Terms and Conditions of Sale”) constitute the agreement between Zafferano and buyers acting as professionals (the “Buyer”) and encompass all provisions, commitments, obligations, and responsibilities of Zafferano and the Buyer (hereinafter individually a “Party”, collectively the “Parties”).
1.3. These General Terms and Conditions of Sale shall be considered accepted by the Buyer upon execution of any purchase order.
1.4. The terms and conditions indicated below form an integral part of the sales offers and/or proposals made by Zafferano and of each purchase order (the “Order”) accepted by any Buyer.
1.5. The General Terms and Conditions of Sale shall be applied to all transactions performed between the Seller and the Buyer without the need for an express reference thereto or a specific agreement in this regard upon conclusion of each individual transaction. Any different conditions or terms shall be applied only if confirmed in writing by the Seller.
ART. 2. – SUBJECT-MATTER
2.1. These General Terms and Conditions of Sale govern the supply by Zafferano of the Products indicated in Art. 1.1. above (hereinafter the “Products”) and their related components, which are available in the collections bearing the Zafferano brand and/or the name of the brands owned or legitimately licensed by the Seller, as indicated in the relevant catalogue, as designed, developed and modified from time to time.
ART. 3. – ESSENTIAL CHARACTERISTICS OF THE PRODUCTS
3.1. Each Product is identified by the Seller and, where necessary, its characteristics and functionalities are illustrated in the respective descriptive sheets published on the official website of Zafferano at the URL www.zafferanoitalia.com (the “Website”) or in catalogues, which are herein fully referenced and, consequently, form an integral part of these General Terms and Conditions of Sale.
ART. 4. – PRODUCTS AVAILABILITY
4.1. The Buyer is aware of, and accepts, that the Products are exclusively those available at the time when the Contract is entered into and/or the Order is confirmed by the Seller.
4.2. The Seller reserves the right not to fulfill the order should it be no longer possible, for any reason whatsoever, to manufacture or supply the Products.
ART. 5. – PURCHASE METHOD AND CONTRACT CONCLUSION
5.1. The Contract is considered to be concluded once the Buyer receives confirmation of the Order from the Seller, also through its representatives or agents.
5.2. Any Order and the corresponding Order confirmation shall necessarily be drafted in writing, including through telematic methods via online purchase offers, and may also be sent via fax or email.
5.3. If the Order is preceded by an offer from the Seller, the Buyer shall make reference to such offer for the Order issuance, without prejudice to the fact that, in any case, the terms and conditions of supply specified in the offer shall become binding on the Seller only if and to the extent that the Order is subsequently confirmed in writing by the same.
5.4. Each Order and/or its related amendments made verbally or by phone shall be confirmed in writing by the Buyer, who will in turn receive the corresponding final Order confirmation from the Seller. Otherwise, the Seller undertakes no responsibility regarding any errors or possible misunderstandings regarding the subject matter and/or the terms and conditions applicable to the Order.
5.5. Costs related to any modifications or transformations to be made to the Products, where possible, shall be borne by the Buyer.
5.6. Where individual purchase contracts provide for multiple deliveries over time, the Seller reserves the right to make all aesthetic, dimensional, and technical modifications to the Products that, in compliance with their functional characteristics and current regulations, may become necessary or appropriate, without the Buyer being able to make any claims or complaints of any kind.
ART. 6. – PRICES
6.1. Unless otherwise agreed, the prices of the Products (the "Prices") are indicated in euros and, unless otherwise specified, are inclusive of packaging, VAT, indirect taxes, fees, excise duties, and any other taxes that shall be borne by the Buyer and paid by the Buyer concurrently with the price of the ordered Products; in case the Buyer is entitled to any exemptions, the latter must provide the Seller with appropriate documentation.
6.2. The Prices for the purchase of the Products are indicated in Zafferano's official price lists as well as in the specific order confirmation.
6.3. The Prices for the purchase of the Products, as reported in Zafferano's official price lists, at its sole discretion, are subject to change at any time and without prior notice, provided that, limited to orders pending acceptance, the Prices in force at the time of the Buyer's order execution shall apply.
ART. 7. – PAYMENT TERMS
7.1. Unless otherwise agreed, payments shall be made at the Seller's premises, at physical stores, or through electronic payments or bank transfer according to the terms specified in the Order and the purchase method, in compliance with the agreed terms and conditions.
7.2. Payment terms start from the date indicated in the purchase order.
7.3. Purchase invoices are issued upon successful payment and shipment of the Products.
7.4. The fiscal document shall be sent electronically via email or through an interchange system.
7.5. In the case of agreed partial returns, the supply must still be paid in full. Upon receipt of payment from the Buyer, the Seller shall issue a credit note referring to the return received, in accordance with the same payment terms and conditions granted to the Buyer in the General Terms and Conditions of Sale.
7.6. Payments shall not be delayed and/or withheld for any reason; any complaints or objections shall not give rise to a right to refuse to pay or a right to compensations.
7.7. Without prejudice to all rights granted to the Seller, in case of delay or default in payment within the agreed terms, or refusal to accept delivery of the purchased Products and without prejudice to the exercise of ownership rights:
a) late payment interest shall be applied, in accordance with legislative decree no. 231/2002, as subsequently amended, from the date on which the right to payment accrues;
b) the Seller may suspend the delivery of the Products and allocate the amounts received up to that moment to the outstanding debts;
c) the acceleration clause shall come into effect on the Buyer and the Seller shall have the right to demand immediate payment of the remaining debt.
ART. 8. – DELIVERY
8.1. The ordered Products shall be delivered to the Buyer according to the methods agreed in writing on a case-by-case basis between the Seller and the Buyer. Delivery is considered completed when the Products are made available to the Buyer.
8.2. The Buyer is required to check the conditions of the delivered Products. If the packaging of the Products shows obvious signs of tampering or alteration, the Buyer shall refuse delivery or, if accepted, shall provide a description of the defect in the transport document and promptly notify Zafferano at the email address of its Zafferano sales representative.
8.3. Unless otherwise agreed in writing, any delivery term indicated shall not be binding on the Seller. Unless otherwise agreed between the Parties, the delivery term is indicative and is specified in the Order confirmation.
8.4. Any liability regarding deliveries arising from a force majeure event or other unforeseeable events – listed, by way of example but not limited to, in Art. 13 below – that are not attributable to the Seller, shall release the Seller from the obligation to comply with the agreed delivery term, even if binding.
8.5. In the event of shipment agreed by the Seller, regardless of the transport method, delivery and the consequent transfer of risks shall be considered to have taken place, in any case and for all purposes, upon loading the goods onto the transport vehicle designated for shipment at the Seller's premises.
8.6. In the case of shipment, should the Buyer not arrange for the collection of the Products or accept delivery, except as provided in art. 8.2. above, the Seller shall have the right, after 15 (fifteen) days and without prejudice to the remedies provided by law, to terminate the Contract and resell the undelivered Products to the best advantage, retaining definitively and as a penalty the down payment and any installments of the price already paid by the Customer. The difference between the contractual price (increased by storage and conservation costs) and the price obtained from the resale to third parties shall constitute a debt of the Customer, on which default interest shall accrue at the rate indicated in art. 7.7., letter a), without prejudice, however, to the Seller's right to compensation for any further damage suffered.
ART. 9. – WARRANTY
9.1. The Seller warrants that the Products purchased through the purchase Order are devoid of any lack of conformity, within the terms, limits, and methods specified in articles 1490 and following of the Italian Civil Code.
9.2. Any defect shall be notified to the Seller within 8 (eight) days from the date of delivery. In the case of hidden defects, the 8 (eight) day period shall begin from the moment of their discovery provided that the notice of defects is notified to Zafferano within 12 (twelve) months from the delivery. Notices under this article shall be sent by the Buyer to Zafferano at the email address of its sales representative.
9.3. The Seller is not responsible for any defects in the Products resulting from drawings, designs, or technical specifications provided by the Buyer, as well as for defects resulting from wear and tear, inappropriate or inadequate storage by the Buyer, or methods of use, negligence, or mishandling, tampering, or alteration of the Products at the hands of the Buyer or third parties.
9.4. The Seller is not responsible for any damage or loss of any kind or nature to all or part of the Products during transport, regardless of whether the transport is carried out by a carrier appointed by third parties, by the Buyer, or by the Seller itself who, in the latter case, provides no warranty in this regard and is released from the obligation of delivery once the Products are handed over to the carrier.
9.5. In the event of liability of the Buyer, pursuant to the legal conformity warranty or conventional warranty, if any, towards the consumer to whom the Buyer has resold the Products and due to a fact attributable to the Seller, and consequent performance of the warranty aimed at complying with the remedy exercised by the consumer, any action of recourse (azione in regresso) by the Buyer against the Seller is excluded after 12 months from the execution of the warranty performance and in any case in relation to Products resold after 12 months from the date of delivery as set forth in art. 8.
ART. 10. – LIMITATION OF LIABILITY
10.1. The Seller shall not be liable, within the law, for any direct, indirect, or consequential damage without any limitation, suffered by property or persons during the use and/or maintenance of the Products sold. In such cases, the Buyer shall indemnify and hold the Seller harmless from any claims, actions, proceedings, and/or complaints brought by third parties against the same.
10.2. The Seller's liability, if any and within the law, shall in any case be limited to the cost of the defective products that gave rise to such liability, as quantified by the net price invoiced to the Buyer.
ART. 11. – INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
11.1 Trademarks, patents, designs, projects, prototypes, trade secrets, know-how, as well as any related industrial and intellectual property rights, are exclusive property of Zafferano and shall remain its property even after the sale of the Products.
11.2 In order to reproduce, publish, or use the trademarks and/or logos and any other material protected by the industrial and intellectual property rights of the Seller within the scope of its own business activities, the Buyer shall make a written request to Zafferano. Without prior written authorization from Zafferano and the signing of the corresponding license, their reproduction, and/or publication, and/or use is strictly prohibited.
ART. 12. – CONTRACT TERMINATION
12.1. Should the Buyer not pay the Price of the Products within the agreed term or becomes continuously and/or seriously in default without providing any remedy within 30 (thirty) working days from the formal letter of default sent by Zafferano, the latter may immediately terminate the contract, without prejudice to any further rights.
12.2. In any case, Zafferano may immediately terminate the contract in the event of declaration of any corporate crisis procedure involving the Buyer, as well as in cases of payment suspension, insolvency, or in any other situation that may affect the Buyer's performance.
ART. 13. – FORCE MAJEURE
13.1. If the performance of the Contract or any other obligation (other than payment) is hindered, limited, or prevented by force majeure events persisting for more than 3 (three) months, each party may terminate the contract, without any liability.
13.2. "Force majeure event" shall mean any event beyond the reasonable control of the affected Party, including, without limitation, any strike, lockout, boycott, war, riot, civil war, vandalism, compliance with laws or government regulations, rules, regulations, or directives, accident, machinery or equipment breakdown, fire, flood, pandemic, increase in labor or transportation costs, as well as any other circumstance capable of compromising the supply of the Products.
13.3. The affected Party shall directly inform the other Party in case of the occurrence of any force majeure event of which it becomes aware and which it believes may compromise the performance of the Contract.
ART. 14. – CONFIDENTIALITY
14.1. The Parties acknowledge that any information they become aware of while performing this contract is confidential and reserved, and therefore, they undertake not to use or disclose such information to third parties, in any way or by any means, for purposes other than those specified in these General Terms and Conditions of Sale. The obligation of confidentiality does not apply to information that has already become public knowledge independently of the actions or omissions of the Parties.
ART. 15. – PERSONAL DATA PROCESSING
15.1. For the purposes of executing and performing these General Terms and Conditions of Sale, Zafferano collects and processes personal data, in its capacity as data controller, in compliance with the principles and obligations set out by the Regulation (EU) 2016/679, General Data Protection Regulation (“GDPR”), Legislative Decree no. 196 of 30 June 2003, Code on personal data protection (“Privacy Code”), and in accordance with the provisions and guidelines of the Italian Supervisory Authority (Garante per la protezione dei dati personali) and the European Data Protection Board.
15.2 Zafferano provides indications of the purposes of and means for processing personal data in relation to these General Terms and Conditions of Sale through its privacy notice, provided pursuant to art. 13 and 14 of GDPR, which the Buyer represents to have received by entering into the Purchase Order.
ART. 16. – NOTICES
16.1. Except for operational information, all notices shall be sent in writing, by registered letter with return receipt or by PEC (Certified Email), or alternatively, in cases where the Buyer has its legal residence or headquarters abroad, by fax or courier to: ZAFFERANO S.r.l., Viale dell’Industria 26, 31055 Quinto di Treviso (TV) ITALY – PEC (certified e-mail): zafferanosrl@legalmail.it
ART. 17 - GOVERNING LAW AND JURISDICTION
17.1. These General Terms and Conditions of Sale, as well as any related Contract and any issue arising from and/or connected thereto, are governed by, interpreted, performed, and governed by Italian law, with the express exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods.
17.2. With respect to any matters not expressly provided for in these General Terms and Conditions of Sale, reference shall be made to the provisions contained in the Italian Civil Code and the current Italian and European legislation.
17.3. Any dispute arising out of or in connection with these General Terms and Conditions of Sale, including, without limitation, any matter relating to their existence and/or validity and/or invalidity and/or breach and/or termination and/or performance and/or or interpretation, shall be submitted to the exclusive jurisdiction of the Court of Treviso, with any other jurisdiction excluded.
ART. 18. – UNILATERAL AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS OF SALE
18.1. The Seller reserves the right to amend, supplement, or modify these General Terms and Conditions of Sale. Such variations will be available on the Website and shall be effective immediately for purchases made from the moment of their publication. These amendments and supplements shall not affect contracts already executed and currently being executed.
ART. 19. – FINAL PROVISIONS
19.1. The rights and obligations arising from these General Terms and Conditions of Sale and the related Contracts may not be assigned without the prior written consent of the Seller.
19.2. The invalidity, in whole or in part, of individual provisions of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions.
19.3. The rights or remedies provided to the Seller by these General Terms and Conditions of Sale shall not prejudice any other right or remedy provided by applicable law.
19.4. Any delayed or omitted exercise by Zafferano of its contractually envisaged rights does not constitute a waiver or loss of such right.
19.5. These General Terms and Conditions of Sale are drafted in both Italian and English languages. In case of any doubts as to their interpretations, the Italian version shall prevail.
19.6. These General Terms and Conditions of Sale shall come into effect on 5 June 2025 and replace and supersede any previous versions.
19.7. In case of justified reason, returns of goods shall still be authorized in writing by the Seller's sales office, which will notify the instructions to be followed for the return thereof.
Place, date________________ Signature__________________________
In accordance with Articles 1341 and 1342 of the Italian Civil Code, the Buyer expressly approves the following clauses of the General Terms and Conditions of Sale: art. 1. (Introduction); art. 2. (Subject-matter); art. 3. (Essential characteristics of the Products); art. 4. (Products availability); art. 5. (Purchase method and contract conclusion); art. 6. (Prices); art. 7. (Payment terms); art. 8. (Delivery); art. 9. (Warranty); art. 10. (Limitation of liability); art. 11. (Industrial and intellectual property rights); art. 12. (Contract termination); art. 13. (Force majeure); art. 14. (Confidentiality); art. 15. (Personal data processing); art. 16. (Notices); art. 17. (Applicable law and Jurisdiction); art. 18. (Unilateral amendments to the General Terms and Conditions of Sale); art. 19. (Final provisions).
Place, date________________ Signature__________________________