Terms and conditions of online sale

TERMS AND CONDITIONS OF ONLINE SALE B2C
TERMS AND CONDITIONS OF ONLINE SALE B2B

SUMMARY

Introduction
1. Reservation and purchase
2. Availability of the products and sale price
3. Payments methods
4. Delivery of the goods and shipping costs
5. Custom duties and taxes
6. Right of withdrawal
7. Reminder on the legal warranties on the products
8. Applicable law
9. Authentic language

Introduction

These general terms and condition of sale provided on this website apply to all the online sales of Calicantus S.r.l., an Italian company with seat in Via L. Mazzon 30, 30020 Quarto D'Altino (VE), Italty, VAT n. 03757590272, capital stock of Euro 100.000 fully paid up, registered at the Italian company registrar of Venice with n. 335872 (email: shop@calicant.us), made through the domain rupes.com to any client that acts as a “consumatore”, a consumer, as defined by the Italian Consumer Code (d.lgs 205/2006) (the “Client”)

1. Reservation and purchase

To purchase the e-shop products, the Client must go to the appropriate website area (the “Catalogue”). Each product has a picture, a description, and its price shown.
In the e-shop the Client can select and reserve the proposed products. The Client only needs to choose the quantity and confirm, taking care to also choose any eventual variation. This way the products are inserted in the virtual shopping cart. The Client can then add, delete or confirm any product that he/she has reserved up to that moment.
To confirm the order the Client has to login with its personal user id:

if already registered, via his/her e-mail address and password;
if not registered yet, by first registering and entering all the required data.

The sale will be concluded when Calicantus S.r.l. receives the payment of the price.
The order confirmation will be sent by Calicantus S.r.l. to the Client no later than two days after the payment has been received.

2. Availability of the products and sale price

For each product it is shown the unitary price in euro (€), VAT included (if owed), net of any shipping costs.
The shipping costs may vary based on the preferred shipping method, on the number of products, on their volume and weight and place of delivery; the costs will be shown during the purchasing process and on the order confirmation.
All the products in the e-shop are available. In case of issues caused by delayed delivery, the Client will be timely informed via e-mail. Calicantus S.r.l. ships to all the countries indicated during the registration process.

3. Payments methods

To pay the products the Client can use the following:

PayPal
Credit card (via PayPal)
Wire transfer

Beneficiary:

Calicantus S.r.l.
Via Luigi Mazzon 30
30020 Quarto d’Altino (Venezia), Italy
Email: shop@calicant.us

4. Delivery of the goods and shipping costs

The products ordered by the Client and confirmed by Calicantus s.r.l. will be shipped via express courier (national and international) to the delivery address indicated by the Client. The shipping costs, related to the country of delivery, will be shown during the purchase procedure.
The products will be shipped after the order payment has been received and confirmed by Calicantus s.r.l.
The products are usually delivered in 2-3 working days after shipment in Italy, 4-5 days after shipment in the European Union, and 5-7 days after shipment outside of the EU.
Shipments are done Monday to Friday. Any change in the above will be promptly notified to the Client via e-mail.

For sales in European Union countries, the shipping conditions are as follows:

for orders below € 50, shipping costs are charged to the recipient and equal to € 7.10
for orders over € 50, the shipping costs are borne by RUPES

For UK sales, the shipping conditions are as follows:

for orders under £ 50, shipping costs are charged to the recipient and equal to € 7.10
For orders between £ 50 and £ 135, shipping costs are to be paid by RUPES
for orders over £ 135 the shipping costs are charged to the recipient and equal to 30 €

For sales in all countries outside the European Union (with the exception of: Switzerland, USA, Canada where RUPES does not ship, and the UK whose conditions are described in the previous point), the shipping conditions are as follows:

for orders of less than 150 € the shipping costs are charged to the recipient and equal to 30 €. Customs duties and other shipping costs are charged to the recipient
for orders over € 150, the shipping costs are borne by RUPES. Customs duties and other shipping costs are charged to the recipient

5. Custom duties and taxes

The products are not subject to custom duties nor import taxes if they are sold and delivered in Italy or in the European Union.
They may be subject to import taxes or custom duties should they be delivered outside of the EU, depending on the products and the country of destination.
In any case, any cost related to import taxes and/or custom duties will be borne by the Client.

6. Right of withdrawal

The Client has a fully discretionary right to withdraw from the sale contract, which can be exercised no later than 14 days from the moment of delivery of the products.
The Client can exercise his/her right, in the terms indicated above, by writing to:

Calicantus S.r.l.

Via Luigi Mazzon 30
30020 Quarto d’Altino (Venezia), Italia
Email: shop@calicant.us

To exercise his/her right the Client can, but is not obliged to, use the withdrawal form provided under Annex I, part. B of the Italian Legislative Decree n. 21/2014.
The Shipping costs to return the products are exclusively borne by the Client.
To exercise the right the products should be returned intact, in the original packaging or in packaging likewise fit to protect the products during transport, not deteriorated nor damaged and if used, they should have been used with reasonable diligence.
The goods will have to be shipped by the Client without undue delay and in any case no later than 14 (fourteen) days from the communication of withdrawal, preferably insured, with all costs and risks on the Client’s charge to:

Calicantus S.r.l.

Via Luigi Mazzon 30
30020 Quarto d’Altino (Venezia), Italy

Insuring the goods is not a requisite to exercise the right of withdrawal, however, due to the fact that the Client bears the risk on the goods, the seller suggests the Client to insure, at his/her expenses, the goods for a value equal to the one of purchase.

Upon receipt of the returned products Calicantus s.r.l. will reimburse the invoiced price of the products using, unless the parties agree otherwise, the same payment method used by the Client for the initial purchase.

The price will not be reimbursed should the returned products be different from the ones sold, incomplete, damaged by the Client, nor will the price be converted into store credit.

The Client is responsible of the reduction of value of the goods deriving from any use different from the one needed to establish their nature, their characteristics and their functioning.

Should the Client need to return a product due to a mistake of Calicantus s.r.l., the shipping costs will be borne by the seller; in all other cases, they will be borne by the purchaser.

There is no right of withdraw if the sale is for products custom made or customized or that due to their nature cannot be returned or they risk deterioration or rapid alteration.

7. Reminder on the legal warranties on the products

The seller guarantees the conformity of all the products sold on this website as provided for by articles 128-135 of the Italian Consumer Code.

8. Applicable law

All the sale contracts are considered as entered into in Italy and are governed by Italian law.

9. Authentic language

The Italian version of these general terms and conditions is the only authentic one.

1. CONTRACTUAL PROVISIONS

1.1 Unless otherwise agreed upon specifically in writing, these General Conditions shall govern any present and future online contract of sale entered into between the parties through the e-commerce site available at rupes.com (hereinafter “e-commerce Site”) and replace any other preceding agreement on such subject matter. Any possible general conditions of the Buyer shall not be applicable, not even in part, unless accepted in writing by the Seller. The term “Contract” indicates each specific on line sale agreement governed by these General Conditions and the term “Products” indicates the goods which are the subject matter of the Contract. These General Conditions integrate the agreements of each Contract, being however understood that, in case of conflict between these General Conditions and said agreements, the latter shall prevail.

1.2 The acceptance of a Contract by the Buyer, regardless how it is effected, even on line by flagging the pertinent box (point and click) in the e-commerce Site, shall imply the latter’s assent to these General Conditions.

1.3 Any reference to commercial terms (e.g. EXW, FCA, DAT, DDP, etc.) included in the Contract or in these General Conditions is deemed to be made to the ICC Incoterms® in force at the time of the conclusion of the Contract.

1.4 These General Conditions and all present and future Contracts of sale between Calicantus s.r.l., having its registered office in Via L. Mazzon 30, 30020 Quarto D'Altino (VE), Italy (hereinafter “Seller”) and the Buyer are governed by the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on the 11th of April 1980 supplemented by the laws of Italy for those aspects which are not governed by the aforesaid convention, except as set out in Article 5.5.

1.5 The Buyer agrees not to actively promote the sale of the Products (e.g. through advertising, establishing branches or distribution depots):

(i) into the territories reserved by the Seller exclusively for himself or allocated by the Seller to other buyers or
(ii) to categories of customers reserved by the Seller exclusively for himself or allocated by the Seller to other buyers.

2. CHARACTERISTICS OF THE PRODUCTS

2.1 Information or data relating to the technical characteristics and/or specifications of the Products and their use (such as weights, dimensions, etc.) and other data contained in the e-commerce Site, are to be considered as approximate indications which shall be binding only to the extent they are expressly mentioned in the offer or in the written acceptance of the Seller.

2.2 The Seller reserves the right to make at any time possible changes to the Products that, without altering the essential features and the whole quality, he deems opportune for aesthetic or functional reasons.

3. FORMATION OF CONTRACT

3.1 The Seller's offers shown on the e-commerce Site are always approximate, in particular with regard to prices, quantities and terms of payment and delivery. The Seller is therefore free to vary and/or withdraw the offers at any moment.

The Buyer’s order, regardless the way it is made, is considered by the Seller as contractual proposal and it is binding for the Seller only after the latter’s written confirmation. In case of lack of communication of the written acceptance, any possible communication by the Seller to the buyer of the beginning of the production of the Products indicated in the orders, as well as the performance of the orders, shall be considered as tacit confirmation.

3.2 In the event the Seller issues an order confirmation or a sales confirmation, even after the Contract has been concluded, possible additional or modifying terms contained in such order or sales confirmation shall apply, unless the Buyer promptly objects in writing to their inclusion.

3.3 After the conclusion of the Contract, the Seller may always vary the price of the Products, provided such variation is justified by possible variations of the cost of materials, labour and/or transport, and within the amount of such variations.

3.4 The Seller may perform the order partially or in several instalments. If the order is performed only partially, the Seller will send the Buyer an updated list of the undelivered Products that supersedes and replaces any previous list. Such products shall be included, as far as available, in the subsequent deliveries.

3.5 Without prejudice to articles 3.2 and 3.3 above, any changes to the terms and conditions of the Contract must be agreed in writing.

3.6 In particular, without prejudice to articles 3.2 and 3.3 above, within 10 working days from the conclusion of the Contract the Buyer is entitled to obtain any changes as regards the ordered Products provided that said changes are accepted in writing by the Seller.

3.7 In case of cancellation of an order by the Buyer, the Seller will be entitled to recover the damages arising out of such cancellation.

4. TERMS OF DELIVERY

4.1 All delivery terms possibly agreed between the parties have a purely approximate nature and consequently do not bind the Seller. However, if a delay for which the Seller is responsible lasts more than 30 days, the Buyer will be entitled to terminate the Contract with reference to the Products the delivery of which is delayed, by giving a 30 days' notice, to be communicated in writing (even by fax) to the Seller.

4.2 Any delay caused by force majeure (as defined in art. 11) or by acts or omissions of the Buyer (e.g. the lack of indications which are necessary for carrying out the order), shall not be considered as a delay for which the Seller is liable.

4.3 Except in case of fraud or gross negligence of the Seller, any claim for damages arising out of non-delivery or delay in delivery is expressly excluded.

5. SHIPPING AND DELIVERY – RESERVATION OF TITLE

5.1 Except as otherwise agreed in writing, the supply of the Products is deemed to be FCA - Seller’s seat in Via L. Mazzon 30, 30020 Quarto D'Altino (VE), Italy, even where it is agreed that the Seller will take care, in whole or in part, of the shipment. In any case the place of delivery of the Products is the abovementioned seat of the Seller (Italy).

5.2 If the Seller takes care of the shipment and the purchase order’s net value is lower than Euro 50,00, the Seller will charge the Buyer an additional sum of Euro 7,10.

5.3 All risks shall pass to the Buyer upon delivery of the Products according to the Contract or to art. 5.1 of these General Conditions.

5.4 The Buyer undertakes in any case to promptly collect the goods from the Seller, it being understood that in the case of breach of such obligation the Buyer shall pay the agreed-upon price of the Product, excluding shipping costs if any. If the delay is longer than 10 days, any and all liability and/or cost and/or expense deriving from the non-collection of the Product (including but not limited to storage and insurance) shall be on the Buyer, without prejudice to claiming further damages.

5.5 The Seller shall retain title of the Products until full payment of their price. The reservation of title extends to the Products sold by the Buyer to third parties and to the price obtained from such sales within the maximum limits set forth by the laws of the country of the Buyer which regulate the present clause.

6. PRICES

6.1 The prices of the Products shall be those set forth in the e-commerce Site at the time the order of the Buyer is received by the Seller. Unless otherwise agreed in writing, all prices are intended FCA - Seller’s seat in Via L. Mazzon 30, 30020 Quarto D'Altino (VE), Italy, and shall therefore not include insurance, freight as well as any other accessory service or cost.

6.2 All prices are intended net of VAT (if applicable), possible taxes and levies as well as any custom duties, fiscal or other kind of duty or burden which the Contract may be subject to.

6.3 The Buyer is free to fix the resale prices of the Products, with the only exception of maximum resale prices that the Seller may impose. The Seller may indicate non binding resale prices, provided this does in no way limit the Buyer’s right to grant lower prices to his customers.

7. CONDITIONS OF PAYMENT

7.1 Payment will be made, unless otherwise agreed in writing, under the terms and conditions set forth in the e-commerce Site.

7.2 The Buyer shall not be entitled to make any deductions from the agreed price without prior written agreement with the Seller.

8. TERMS OF PAYMENT

8.1 The Buyer shall comply, with the utmost care, with the agreed terms of payment. In case of late payment, the Seller shall be entitled to ask the Buyer for legal interests calculated according to Italian Legislative Decree 9 October 2002, n. 231 as modified by Italian Legislative Decree 9 November 2012, n. 192 (directives 2000/35/EC and 2011/7/UE on combating late payment in commercial transactions). Should the Seller grant a discount to the Buyer and should the agreed terms of payment not be respected, the latter shall pay the entire price without any discount and the above mentioned legal interests, without prejudice to any claim for further damages. Furthermore, late payment exceeding 10 days shall entitle the Seller to terminate the Contract and to demand the return of the Products supplied, at the Buyer’s charge and expense, without prejudice to any claim for further damages.

9. WARRANTY

9.1 Any complaints relating to apparent defects of the Products (e.g.: state of the packaging, quantities or outward characteristics) must be notified to the Seller by written communication with confirmation in writing by the Seller of receipt of said communication, within 10 days from receipt of the Products; failing such notification the Buyer's right to claim the above defects will be forfeited.

9.2 Possible complaints relating to defects which cannot be discovered on the basis of a careful inspection, including the opening of all the packaging, upon receipt (hidden defects) shall be notified to the Seller, by written communication with confirmation in writing by the Seller of receipt of said communication, within 10 days from discovery of the defects and in any case not later than 1 month from delivery; failing such notification the Buyer's right to claim the above defects will be forfeited.

9.3 Any complaint must precisely specify the Products at issue, the defect and the number of the invoice to which the Products refer; failing such indications the Buyer's right to claim the above defects will be forfeited. Furthermore, upon request of the Seller, the Buyer shall send to the Seller by express courier the followings:

some photographs of the defective Products and of the places where such Products are situated;
a sample of the defective Products, taken according to the instruction given by the Seller.

9.4 It is agreed that possible complaints or objections do not entitle the Buyer to return the Products without the prior written approval of the Seller, nor to suspend or to delay payment of the Products challenged as well as payment of any other supplies.

9.5 Except as set out in article 2, the Seller shall remedy any defect of the Products for which he is responsible, provided such defect has been notified in accordance with articles 9.1, 9.2 and 9.3. In case defective Products are detected, the Buyer must, under penalty of forfeiture of his right to claim the defect, set aside without undue delay and keep in a safe place such Products, immediately cease using them and invite the Seller to verify the asserted defects.

9.6 If the responsibility of the Seller for such defects has been ascertained and provided that such defects have been notified to the Seller in accordance with articles 9.1, 9.2 and 9.3, the latter shall, free of charge, in the shortest possible delay and at his choice:

repair the defective Products, or
replace the defective Products with similar Products, or
reimburse the price of the defective Products paid by the Buyer.

9.7 In case of repair, replacement or reimbursement of the price in accordance with article 9.6, the defective Products shall be returned to the Seller unless the latter informs in writing the Buyer not to be interested in such return. The Products to be returned shall be adequately packed by the Buyer. The transport costs of said Products from the Buyer’s to the Seller’s premises shall be borne by the latter. The Buyer shall be liable for any possible damage suffered by said Products not adequately packed.

9.8 In case of defects of the Products, the Seller shall be liable only for the repair, the replacement or the reimbursement of the price of the defective Products within the limits provided for in the warranty set out in this article 9. It is understood that such warranty (consisting in the repair, replacement or reimbursement of the price of the defective Products) is in lieu of any guarantee or liability provided by law.

It is consequently agreed that, except in case of fraud or gross negligence of the Seller, any other Seller's liability (both contractual or extra-contractual) which may arise from the Products supplied and/or their resale (e.g. compensation of damages, loss of profit, etc.) is expressly excluded. In particular:

the Seller shall not be liable for direct, consequential and/or indirect losses;

in the event the Seller is held liable towards third parties who use the Products as a consequence of an action of the Buyer, including resale, the Buyer shall hold the Seller harmless for any liability exceeding the limits provided for in the warranty set out in this article 9.

10. WARRANTY LIMITATIONS

10.1 The warranty set forth in article 9 does not operate where the Product has been repaired, altered or modified by the Buyer or third parties. Should that be the case, the transport costs set out in article 9.7 shall be borne by the Buyer.

10.2 The Seller warrants the correct manufacturing of the Products according to Italian law. The Seller warrants the conformity of the Products to particular specifications or technical characteristics or their fitness for particular purposes only in so far as this has been agreed upon in writing.

11. FORCE MAJEURE

11.1 Each party shall be entitled to suspend the performance of its contractual obligations in the event that such performance is rendered impossible or unreasonably onerous due to an impediment beyond its reasonable control, such as for example: strike, boycott, lockout, fire, earthquake, flood, war (whether declared or not), civil war, riots or revolution, requisitions, embargoes, power failures, epidemics, delays in delivery of components or raw materials. Circumstances of the kind listed above and which occur prior to the conclusion of the Contract shall confer the right to the aforesaid suspension only if the consequences on the performance of the Contract were not foreseeable at the time it was entered into.

11.2 Should a party wish to avail itself of the provisions set out in article 11.1 of these General Conditions, it shall immediately notify the other party in writing of the occurrence and cessation of the circumstances of force majeure.

11.3 Should the suspension under article 11.1 exceed 30 days, each party shall be entitled to terminate the Contract by means of written communication to the other party ensuring evidence and date of receipt (e.g. registered mail with return receipt, special courier).

12. DISPUTE RESOLUTION

The competent law courts of Treviso (Italy) shall have exclusive jurisdiction in any dispute arising out of or in connection with the Contracts governed by the present General Conditions and/or with these General Conditions. However, as an exception to the principle hereabove, the Seller is in any case entitled to bring his action before the competent court of the place where the Buyer has his registered office.

13. Final clause

The text in Italian language of the present General Conditions shall be the only authentic text.

The Buyer declares that he approves specifically, with reference to Articles 1341 and 1342 of the Italian Civil Code, the following clauses of the present General Conditions:

art. 1. (1.1, 1.2, 1.3, 1.4, 1.5 and 1.6) Contractual provisions;

art. 2. (2.1, 2.2 and 2.3) Characteristics of the Products;

art. 3. (3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7) Formation of Contract;

art. 4. (4.1, 4.2 and 4.3) Terms of delivery;

art. 5. (5.1, 5.2, 5.3, 5.4 and 5.5) Shipping and delivery – Reservation of title;

art. 6. (6.1 and 6.3) Prices;

art. 7. (7.1 and 7.2) Conditions of payment;

art. 8. (8.1) Terms of payment;

art. 9. (9.1, 9.2, 9.3, 9.4, 9.5, 9.6, 9.7 and 9.8) Warranty;

art. 10. (10.1, 10.2 and 10.3) Warranty limitations;

art. 12. Dispute resolution;

art. 13. Final clause.