GENERAL TERMS AND CONDITIONS OF SALE - Rev. 4
These General Conditions of Sale regulate the contractual relationship of sale (the "Contract") between Studio Mirei di Ong Mirei Celine, Piazza Matteotti 26, 20039 Canegrate (MI), Italy, VAT Nr IT10814150966, Fiscal Code NGOMCL88A45Z216A (the "Company") and the buyer (the "Customer"), and apply to all Studio Mirei di Ong Mirei Celine products (the "Products")
1. Scope and Validity
These general terms and conditions (the “T&C”) regulate the sale and purchase of the Company’s Products to its Customers. These T&C are made available to the Customer as part of every Offer and are deemed accepted and binding for the Company and its Customers upon acceptance of the Offer, regardless of whether explicitly referenced in subsequent correspondence
After acceptance of the offer, the Company will send the Customer an order confirmation, upon receipt of which the Contract shall be considered to be valid and agreed by the parties. The Contract shall be governed exclusively by these General Conditions and the order confirmation. The Contract shall prevail over any other provision coming unilaterally from the Customer, over any general conditions of the same, and replaces any previous provision, agreement, or commitment, formulated both in written and oral form, relating to the supply of the Products.
2. Delivery Terms
The delivery terms, indicated by the Company in the order confirmation, are to be considered indicative and not exhaustive, and may depend on circumstances that may preclude, hinder, or delay the normal manufacturing process and delivery of the Products (e.g., force majeure, supply chain disruptions, etc.). In case of delays, the Company shall notify the Customer in writing within a reasonable time and provide an updated delivery estimate. In the event of delays caused by force majeure, including but not limited to natural disasters, strikes, government actions, or supply chain disruptions, the Company shall not be held liable for such delays. Delivery terms will be extended by a duration equivalent to the delay caused by the force majeure event
Delivery will be made in the manner specified in the order confirmation. If the Customer does not accept delivery on the scheduled date, he shall in any case have to pay any part of the consideration that has become due on delivery, as if delivery had taken place. Any expense and charge resulting from such refusal (e.g. warehouse, courier costs, etc) shall be at the exclusive expense of the Customer, unless otherwise agreed between the parties.
The risk of loss or damage to the Products shall pass to the Customer upon delivery according to the agreed Incoterms
3. Prices and Payment
Unless differently indicated, the price of the Products, as well as any other sum due to the Company for any reason, is expressed in Euro and shall be understood to be net of value added taxes, any additional charges provided for by law, import taxes and charges.
Unless clearly agreed in written form by the parties, the prices are considered to be FCA, Studio Mirei workshop
22% VAT will be added to the net price, where foreseen by the current Italian law
Unless otherwise agreed, payment must be made in advance, by bank transfer, to the current account indicated on the proforma invoice issued by the Company, or in any other manner agreed upon. Orders will only be processed upon confirmation of full payment unless agreed otherwise in writing. If the Customer fails to make payment in accordance with the Contract, the Company has the right to suspend the supply of the Products. If the Customer fails to make payment later than 14 days of the due date indicated in the proforma invoice issued by the Company, the Company has the right to cancel the Contract for the supply of the Products
4. Characteristics of the Products
The Client hereby acknowledges and accepts that all the Products are designed and produced and/or provided by the Company using the highest quality of available raw materials and on the basis of the availability of such materials, and that the Products are considered, if not unique, limited-edition products. Therefore, with regard to any photographs and high-resolution images of the Pieces made available on the Company’s website or, upon specific request, to the Client, the latter acknowledges and accepts that
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small differences may exist between the photographic representation of the single Product and the Product purchased by the Client and that these small differences will not be considered a flaw and
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each Product is handmade or limited edition; therefore, slight variations in material, finish, or other details are part of the Product's intrinsic value and cannot be considered defects or grounds for return or replacement
5. Warranty
5.1 For the 2 (two) years following the date of delivery ("Warranty Period") the Company warrants that the Products:
a. are free of design and manufacturing defects such that they are unsuitable for their intended use, provided that they are used as specified in the instructions for use;
b. meet the standards of the place of registration of the Company and the requirements applicable to the specific Product purchased
5.2 During the Warranty Period the Customer shall, under penalty of forfeiture, within eight (8) days after discovery of the defect, notify the Company in writing of the existence of defective Products (hereinafter "Non-Compliant Products") and provide a written description of the reasons or cause of non-conformity of the Products.
5.3 During the Warranty Period, in the event of non-compliance of the Products confirmed by the Company, the latter may at its discretion:
a) send a spare part for a specific part of the product at its own expense to resolve the anomaly; or
b) arrange for the return of the product, repair and return of the repaired product at its own expense; or
c) request the return of the Non-Compliant Products at its own expense and replace the Non-Compliant Products with compliant Products.
In case b and c, the Customer shall be responsible for the use of the original packaging or, in any case, packaging suitable to safeguard the integrity of the returned Product, while the Company shall bear the transport costs.
The selection of the solution a, b or c is at discretion of the Company based on the written description of the Non-Compliant Product given by the Customer.
5.4 In the event that the Customer alters and/or modifies or destroys and/or returns the Non-Compliant Products not complying with the procedure set out in the preceding paragraphs, the Company shall be relieved of any liability and the Customer shall not be entitled to the remedies set out in Clause 5.3.
5.5 The Customer shall not be entitled to claim any compensation or other remedies from the Company other than those listed above, nor shall the Customer be entitled to any remedy after the end of the Warranty Period.
5.6 Any returns agreed with the Company from time to time shall in any case be made according to the indications provided by the Company itself.
For the avoidance of doubt, this Warranty is valid and effective provided that:
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Any materials, components, spare parts and electrical equipment used in the installation, maintenance and use of the Products are those provided or recommended by the Company;
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Electric system complies with the wiring rules in force according to local regulations.
Without prejudice to the foregoing, this Warranty will not cover any of the following:
Any damages that can be directly or indirectly caused to persons, animals and things as a result of the non-compliance with instructions and applicable rules for installation, use and maintenance of the Product, or related to any possible interruption of operation of the Products.
This Warranty is without prejudice to any right or remedy provided to end users by any applicable consumer law.
6. Liability
6.1 The Company shall not be liable for damages or defects caused by:
a) damages occurred during transport (unless transport is included in the scope of the Company)
b) damages occurred during installation;
c) non-compliance with Product instructions;
d) installation, use and maintenance of the Product which are improper or in any case different from those indicated in the Product instructions, including the case of use of components not expressly indicated by the Company for the maintenance of the Product;
e) use of the Product in conditions that do not comply with technical regulations, in relation to the environment in which the product is installed (for example, room temperature, humidity, exposure to atmospheric agents, possible interference with electrical components or equipment);
f) extraordinary wear and tear of parts and components.
6.2 By issuing the order, it is understood that the Customer has previously verified that the Products are suitable for the intended use in the country of destination, thereby excluding any liability of the Company for the consequences arising from any differences in construction or certification.
6.3 In the event of damage caused by the Product to third parties due to failure to comply with the provisions or regulations relating to assembly, installation, use and maintenance, including modification of the Product itself, the Customer expressly undertakes to indemnify and hold harmless the Company from all claims, actions, demands, costs and expenses, including legal fees, of third parties.
6.4 In any case, it is understood between the parties that the Company's liability for any claim, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Customer for the specific Product giving rise to the claim
7. Applicable law and jurisdiction
These General Conditions and the Contract are subject exclusively to the laws of the country where the Company has its registered office. Any dispute arising out of or relating to these General Terms and Conditions and the Contract shall be subject to the exclusive jurisdiction of the Court of the Company's registered office.
8. Shipment
8.1 If required by the Customer and agreed between the parties, the Company can provide the service of shipment DAP (Delivered at Place) or DDP (Delivery Duties Paid) as per latest edition of Incoterms. The exact type of service shall be agreed between the parties. In this case, Customer shall provide the Company with the shipping address in order for the Company to provide the related price, that shall be agreed between the parties.
8.2 It remains understood that the quotation for the Shipment shall be issued by the Company based upon the information provided by Client and that the Client shall bear any responsibility and/or additional cost related to any incorrectness with respect to such information.
8.3 In case of shipment in charge of the Company, Customer shall inspect the package upon arrival to the address of destination. In case of missing or damaged items, the Customer shall report them in written form to the Company within five (5) days from the receipt of the goods. The Company is not responsible for claims received after such date
9. Cancellation
The Customer acknowledges and accepts that since all Products are “made to order”, the orders cannot be cancelled or returned nor refunded
In any event, should the order allow the Customer to early terminate and/or withdraw from the relevant order (thereby ceasing the production of the Products), any amount paid by the Customer pursuant to the payment terms set forth in the order shall be deemed non-refundable and shall be qualified as termination fee pursuant to and for the purposes of Article 1373 of the Italian Civil Code
10. Intellectual Property
The intellectual property rights related to the drawings, projects, design, construction of the Products, either provided by the Company to Customer or consultable in the Company’s website (the “Intellectual Property Rights”) are and shall remain fully owned by the Company and are protected by Italian copyright law and international treaty provisions. The Customer agrees not to modify, adapt, disassemble or otherwise attempt modify or replicate, for any reason whatsoever (business related or not) the features of the Products or in any way use the Products in a way non conform with their intended use. The Customer acknowledges the Company’s full ownership of the Intellectual Property Rights and undertakes to refrain from carrying out any act inconsistent with such ownership and that all use of the Products and Services shall be conducted in full accordance with such ownership.
11. Marketing and Advertising
Company shall have the right to communicate the execution of the Products in favor of Customer with third parties without limitation through its marketing and media tools. Upon completion of the provision of the Products, Company may request for pictures from the Customer and Customer hereby grants Company the right to use the Intellectual Property Rights embodied in such pictures without time limit and worldwide. Unless differently agreed upon by the Parties (and in any case subject to legal restrictions according to the photographer’s agreed copyright), the pictures shall be used for marketing collateral, media and online purposes only
If the Customer does not wish for their Products to be used in marketing collateral, they must provide written notice to the Company within 30 days of receipt
If the Customer wishes to have any previously used marketing materials involving their Products removed, they may submit a written request to the Company. The Company will make reasonable efforts to comply with such requests, provided there are no overriding legal, contractual, or technical barriers
12. Miscellaneous
12.1 Any amendment to the General Conditions and the Contract must be agreed in writing and included in the order confirmation.
12.2 Should one of the clauses of the General Conditions be null and void or ineffective, such nullity or ineffectiveness shall not extend to further and different contractual clauses, nor shall it in any way determine the nullity of the General Conditions and/or the relevant Contract.
12.3 Pursuant to and for the purposes of the second paragraph of Article 1341 of the Italian Civil Code, it is hereby declared that clauses 5 (Warranty), 6 (Liability), 7 (Applicable law and jurisdiction), 9 (Cancellation) have been examined and expressly approved.