Condizioni di vendita


TERMS AND CONDITIONS GENERAL CONDITION OF SALE

These are the terms and conditions which will apply to the purchase of clothing, accessories and other goods or products (hereinafter “products” or "Goods") from the Seller For the purpose of this document the following expressions shall have the meaning assigned to them below:-
a) “The Seller” shall mean TICHEBOX S.r.l., a Company incorporated in Italy with registered number IT02253840165 and having its registered office in Bologna (Italy), via dell’Elettricista n.2/3.
b) “The Buyer” or “Agent” shall mean the company and/or professional in the domain of clothing whose name the order is made out. Agent” shall mean an independent company acting in the sole interest of the Seller to deal with third parties to sell its Products; “Buyer” shall mean an independent professional (shops, professional websites, commercial centres, wholesalers) company not linked by relation of agency with the Seller and acting its own interest, that autonomously or through agents buy the Products in a bid to provide retail service. The buyer has the status of informed professional and declare to buy products in the purpose of retail;
c) The “Goods” or “Products” shall mean the items ordered by the buyer/agent bringing as trademark or label one of the “ip portfolio”of the Seller
d) “Ip portfolio” shall mean the intellectual property portfolio and namely the trademarks whose the Seller has a license of exploitation: 1) US POLO ASSN 2) Napapjiri 3) K WAY 4) Tommy Hilfiger

Article 1. TERRITORY AND PRODUCTS

The Buyer Agent undertakes to promote the sale of the Products, sold by the Seller, bearing one of the trademark of “ip portfolio”, , in the territory of European Union, Switzerland, Liechtenstein, San Marin, Norway, Russian Federation, Andorra, Monaco (hereinafter called “The Territory”).

Article 2 PRODUCTS

With regard to the range of the Products, the Seller reserves itself the exclusive right to vary its sale commercial policy, the models of the Products to be sold in the Territory. The Seller shall give to the buyer or Agent a prior written notice of the above mentioned modifications, 30 (thirty) days in advance in case of change.
The Buyer or agent shall use, advertise and promote sales of the products using just the trademarks whose the Seller hold intellectual property rights and namely using just wordings related to Seller’s ip portfolio.

Article 3. AGENT AND BUYER’S FUNCTIONS

The Agent agrees to promote in the most effective way the sale of the Products, in the Territory in accordance with the Seller’s instructions and agrees to protect the Seller’s interests with the diligence of a responsible businessman.
The Buyer agrees to buy Products in the purpose of independent retail in total independence and not necessarily having a long term commercial relation with the Seller.
The Buyer or agent agrees that will act as an independent company, bearing the risks and the relevant costs to the above mentioned agency activity or of a retailer.
The Buyer or Agent is a businessman, fully independent, and the Seller has no direct nor indirect interests or share participation.
The Buyer or Agent shall bring to the notice of the Agent or Buyers the terms and the conditions of sale, the Seller’s ip portfolio, its independent status with regard to the Seller, the delivery and payment conditions, being agreed that the Buyer or Agent shall not deviate from such terms and conditions without previous Seller’s written authorization.

Article 4. SELLER’S IP PORTFOLIO

In retailing or advertising Products, the Buyer or Agent shall make use only of the Seller’s ip portfolio and namely its trademarks name, or its other symbols, not combining them and not combining them with other wording belonging to third parties intellectual property rights.
The Buyer or Agent hereby agrees neither to register nor to have registered trademarks, trade names or symbols of the Seller or licensed to the Seller, in the Territory or elsewhere. The Agent also agrees not to register and states not to have registered, trademarks, trade names or symbols that may be confused with those of the Seller.

Article 5. AMOUNT OF COMMISSION OF THE AGENT

The Buyer shall decide on its own the price to apply in retailing the Products to the final Agent or Buyer.
The Agent is entitled to receive a commission that will be negotiated case by case according to the global sales and to the territory. The Commission is calculated over the invoiced sales, duly paid, of the Products made by the Agent during this Agreement to Agent or Buyers established in the Territory.
The commission, as it agreed, shall be calculated on the amount of the invoices, i.e. on the effective sale price entirely, timely and duly paid (any possible discount being different from cash discounts deducted) including any additional charges (such as transportation, packing, insurance) and clear of all tariffs and taxes of any kind.
The Seller shall state the commissions due to the Agent in respect of each quarter, and shall set out all the business in respect of whom such commissions are due.
The commission will be corresponded at the Agent within the month following the expiration of the quarter of year, on the basis of what is provided in the roundup account statement.

Article 6. ADVERTISING MATERIAL – SAMPLES

The Seller shall provide to give at the Buyer/Agent all the necessary advertising material as catalogues, price-lists, tags and leaflets about the Products. Such material shall remain in the property of the Seller and shall not be disclosed to final Agent or Buyers.

Article 7. BUYERS PROPERTY AND PROPERTY SUPPLIE

The Buyer’s property and all property supplied to the Seller by or on behalf of the Buyer will be held at the Buyer’s risk.
The Seller shall take every care to secure the best results where clothing are supplied but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of such materials or textiles or for improper use of ip portfolio. The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration of the Products or its accessories and packaging without the Seller's approval, or any other act or omission on the part of the Agent or Buyer, its employees or agents or any third party.


Article 8. PRICE, DELIVERY, DEFECTUOUS PRODUCTS
The price of the Products shall be the price listed in the quotation / Calibration Contract / Accepted Order current at the date of acceptance of the Buyer or Agent order or such other price as may be agreed in writing by the Seller and the Agent/ Buyer.
The Seller reserves the right, by giving notice to the Agent or Buyer at any time before, delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products which are requested by the Agent or Buyer, or any delay caused by any instructions of the Agent or Buyer or failure of the Agent or Buyer to give the Seller adequate information or instructions.
The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Agent or Buyer shall be additionally liable to pay to the Seller.

Article 9 DELIVERY

Delivery of the Products shall be made by the Seller delivering the Products to the place specified in the Quotation / Calibration Contract / Accepted Order. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date unless specified in an Accepted Order.
If the Agent or Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon given written notice to the Agent or Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition of these terms and Conditions risk in the Goods shall pass to the Agent or Buyer, delivery shall be deemed to have taken place and the Agent or Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
With effect from the Commencement Date the Seller shall, in consideration of the amount(s) being paid in accordance with the Quotation / Calibration Contract / Accepted Order will provide the products expressly identified in the schedule or otherwise agreed under this agreement.
If on delivery any of the Products are defective or non-conforming and either the Agent or Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery "condition and contents unknown" the Agent or Buyer gives written notice of such defect to the Seller within three business days of such delivery, the Seller shall at its option: replace the defective Goods within 90 days, or lesser time as agreed by the Seller, of receiving the Agent or Buyer's notice; or refund to the Agent or Buyer the price for the goods which are defective; but the Seller shall have no further liability to the Agent or Buyer in respect thereof and the Agent or Buyer may not reject the Goods if delivery is not refused or notice given by the Agent or Buyer as aforesaid.

Article 10 RETURNS AND CANCELLATION

No Products may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Products returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller's sole discretion the Seller shall refund or credit to the Agent or Buyer the price of such defective Products but the Seller shall have no further liability to the Agent or Buyer.

Article 11. FORCE MAJEURE

In the event of war invasion, hearthquake, act of foreign enemy hostilities, civil war rebellion, revolution, insurrection or military or usurped power, the Seller or the Buyer shall be relieved pursuant hereto and no liability shall in any circumstances attach to the Seller beyond that provided by these conditions.

Article 12. APPLICABLE LAW AND JURISDICTION

This Agreement is constructed and shall be interpreted and governed by the Laws of Italy and by the laws in force in Italy.
The Bologna Law Court shall have the exclusive jurisdiction in any action, claim, lawsuit arising out of or in connection with this Agreement.
If in violation or infringing the agreed applicable law or jurisdiction OR if someone use legal tool such as “forum shopping” to designate a different Jurisdiction, the possible decision taken by another Jurisdiction or applying a different legislation, the procedure of execution of the decision before the Court of Bologna (Italy) shall devoid of any effect those decisions.