applied by Urban S.r.l.
These General Conditions of Sale (”General Conditions”) come into force from 11 April 2024 and until new presentation. These General Conditions apply to the sales of products in Italy and abroad with the terms and conditions set out in the specific commercial offer dedicated by Urban Srl to the buyer (jointly the “Parties”).
1. Formation of the contract.
1.1 Purchase orders are sent by the buyer to Urban Srl in writing (PEC, e-mail or other method agreed between the Parties) or collected by agents, representatives and commercial assistants of Urban Srl.
Purchase orders do not require formal acceptance by Urban Srl, but will be considered accepted by the latter, also by starting execution pursuant to and for the purposes of art. 1327 of the Italian Civil Code. In particular, the order will be considered accepted if the buyer does not receive, within 10 (ten) days, any different indications from Urban Srl.
1.2 These General Conditions, except for any derogations specifically agreed in writing, govern all current and future sales contracts of Urban Srl and supersede in all respects any previous agreement, oral or written between the Parties, to said sales contracts.
1.3 Any breaches and/or behaviors different from those established in these General Conditions, even if tolerated or not contested by Urban Srl, will not constitute derogations from these conditions, nor precedents to which reference can be made, nor can they be interpreted as tacit acceptance of the breaches themselves.
1.4 Urban Srl reserves the right to make changes and/or additions to these General Conditions, which will be considered validly notified, becoming effective immediately, from the day of their publication at the link https://www.iloveurbandog.it/terms.
1.5 The issuing of a purchase order by the buyer, however carried out, implies his acceptance of these General Conditions of Sale.
1.6 Where the Parties have also signed a specific agreement (the “Agreement”), these general conditions integrate and also apply to the aforementioned documents, unless expressly waived. In the event of a conflict, the Agreement will prevail over these General Conditions.
1.7 These General Conditions of Sale constitute the only general conditions applicable to each contract, therefore prevailing over the general conditions in cases prepared, attached, transmitted or applied by buyers and third parties - which Urban Srl hereby declares not to accept - and cannot be waived except by virtue of the contract or a specific written agreement between Urban and the buyer.
2. Delivery methods and times.
2.1 The delivery and/or shipping terms indicated in the purchase orders and/or in any other document constitute a simple forecast and therefore have an indicative value. Therefore, the buyer cannot claim compensation for damages, price reduction or termination of the contract in the event of failure to comply with the terms reported in each order.
2.2 In the event of partial execution of the order, due to unavailability, even temporary, of the product, Urban Srl will ship the remaining part of the order as soon as it is available. The products ordered by each buyer will be delivered to the address stated in the purchase order and on the days and times agreed between Urban Srl and the buyer. If the delivery is not successful due to the buyer's absence or because, in the case of payment by cash on delivery, the buyer is not ready to pay upon the courier's arrival, the buyer will be charged for the storage and re-delivery costs.
2.3 If the wrapping or packaging of the products ordered by the buyer are clearly damaged, the buyer is invited to refuse delivery by the carrier/shipper, indicating on the delivery form the wording "refusal due to damaged packaging" or, alternatively, to accept delivery with reservation, specifying on the delivery form "acceptance with reservation due to damaged packaging". In the event of failure to indicate the aforementioned wording on the delivery form, the refusal of the goods will be considered unjustified, with the consequent application of art. 4 of these General Conditions.
3. Risk of loss of goods.
3.1 In the event that the ordered products are collected by the buyer, the goods travel at the buyer's own risk and peril.
4. Unjustified refusal of the goods.
4.1 In the event of unjustified refusal of the goods, the outward/return transport costs and any stops will be borne by the buyer, who will also be required to compensate for any damages suffered by Urban Srl.
5. Acceptance of the goods and complaints.
5.1 The buyer undertakes
to promptly check that the delivery includes all and only the products purchased. Any complaints for defects/faults of the products received and/or for any discrepancies with respect to the order placed, must be received by Urban Srl, in written form and with detailed reasons, no later than 15 (fifteen) days from the date of the transport document (DDT), or other document certifying the delivery date, of the products with regard to obvious defects and no later than 15 (fifteen) days from discovery with regard to hidden defects, without prejudice to the limitation period referred to in art. 1495 of the Italian Civil Code. Therefore, failure to comply with the aforementioned terms is considered as acceptance of the delivered products.
5.2 If the complaint is timely and found to be well-founded, Urban Srl's obligation is limited to the following:
i) in the case of faulty and/or defective goods: Urban Srl's obligation is limited to crediting only the amount equal to the value of the goods recognised as faulty/defective, net of discounts or rebates;
ii) in the case of goods not compliant with the order because they were delivered IN DEFECT with respect to the accepted order: Urban Srl's obligation is limited to crediting only the amount equal to the value of the goods recognised as missing, net of discounts or rebates;
iii) in the event of goods not conforming to the order as DIFFERENT PRODUCTS delivered compared to the accepted order: the obligation of Urban Srl is limited to the sole crediting of the amount equal to the value of the goods delivered but recognized/confirmed not ordered, upon return of the different products, transport costs borne by Urban Srl. The buyer's right to request termination of the contract and/or compensation for direct, indirect or consequential damages of any nature and entity is excluded.
5.3 With regard to point iii) of art. 5.2, in the event of an agreed return of the goods, Urban Srl reserves the right to accept returns of goods exclusively if authorized as a priority by the commercial/order management office. After having agreed the return with the aforementioned office, in order to request authorization, the buyer is required to send them details of the codes and quantities of each individual item that is intended to be returned. Following verification of the returned goods at the Urban Srl warehouses, the latter will issue a credit note or invoice request to the buyer for an amount equal to the value of the returned goods net of discounts or allowances.
6. Product quality guarantee.
6.1 Urban Srl guarantees the conformity of the products to Italian legislation and, as regards the labelling of treatments, to European legislation Reg. UE 1223/2009. The buyer is exclusively responsible for the conformity of the purchased products to the legislation in force in his/her country and/or in the country of final destination of the products and for any translation of the labels where necessary; he/she also undertakes to obtain from the competent authorities any other possible license or authorization for sale, freeing Urban Srl from any possible liability. Upon written request from the buyer, Urban Srl is available to assist the buyer, providing the information and documentation required by the local authorities for the marketing of the products in the countries of final destination.
6.2 The aforementioned warranty does not apply in the event of use of the products not in accordance with the specific use of the product itself and the instructions/warnings provided by Urban Srl, or reported in the documentation relating to the purchased products or on the labels.
7. Price lists.
7.1 The price of the goods is that indicated in the document called “commission copy” of Urban Srl, used for the purchase order.
7.2 Unless otherwise specifically agreed in writing, the cost of shipping, indicated in the “commission copy” document used for the purchase order is entirely borne by the buyer.
8. Payment conditions.
8.1 The buyer undertakes to make payments, within and no later than the terms indicated in each individual purchase invoice.
9. Late payments.
9.1 In the event of late payment for supplies, default interest will be applied in accordance with the provisions of articles 4 and 5 of Legislative Decree no. 231 of 9 October 2002.
10. Minimum quantities.
10.1 The minimum order quantity is set at €250.00 (two hundred and fifty/00).
11. Limits on the use of goods and advertising and promotional material of URBAN SRL.
11.1 In the event that Urban Srl sends goods bearing the trademarks and/or name of the same and promotional material (e.g. Gadgets, brochures, posters, accessories) of Urban Srl, these are intended to be used only in relation to the supply of its own products and for the knowledge among end consumers of the products of the same Urban Srl, in any case within the business for which they were delivered and nin compliance with the terms and conditions of use indicated from time to time by Urban Srl.
11.2 In no case may the buyer use such goods in ways and for purposes other than those indicated in the preceding paragraph.
11.3 The buyer also undertakes to return all the material, upon simple request by Urban Srl, if he no longer purchases products from the same.
11.4 The use of such goods in relation to competing products, creating confusion with the products of Urban Srl, constitutes an act of unfair competition, pursuant to art. 2598 of the Italian Civil Code and may constitute the crimes of fraud in the exercise of trade, pursuant to art. 515 of the Italian Criminal Code and of sale of industrial products with false signs, pursuant to art. 517 of the Italian Criminal Code.
12. Use of trademarks and other distinctive signs of URBAN SRL and the buyer
12.1 The buyer acknowledges that the trademarks and distinctive signs of Urban Srl are the exclusive property of the latter or are granted to the same under an exclusive license. Consequently, the buyer may not make any use/act of disposal, in any form or manner - including reproduction on the World Wide Web - of such trademarks and/or distinctive signs, even if combined with each other or with other trademarks and names, for any reason, unless previously approved in writing by Urban Srl. The buyer may not, in particular, request registration in his/her own name of the trademarks or distinctive signs of Urban Srl or their variants, nor internet domains containing or that may generate confusion with the trademarks and distinctive signs of Urban Srl, adopt a company name, business name or company name that may generate confusion with the trademarks of Urban Srl or with its business name.
12.2 Urban Srl may publish, identify or otherwise reveal the name or logo of the buyer for the sole purpose of communicating and advertising its customer history to third parties (so-called case history in presentations or on the website). In any case, this does not imply the transfer of intellectual property rights of the buyer to Urban Srl in relation to its name and/or its logos, nor the granting of a license right for use in relation to the same, except for any specific separate agreements between the Parties. Urban Srl guarantees that the name and logo of the buyer will not be used in contexts or for uses and/or purposes other than those indicated therein or that could compromise the dignity or decorum of the buyer.
13. Checks and inspections by URBAN SRL.
13.1 Urban Srl reserves the right to check at any time, during normal working hours, the fulfillment of the obligations under these conditions of sale at the buyer's business premises, without the latter being able to object. The buyer undertakes to provide Urban Srl with all the assistance necessary to carry out the aforementioned checks.
14. Confidentiality.
14.1 The buyer undertakes for himself, his staff and his collaborators, to maintain the strictest confidentiality and to treat as strictly confidential all confidential and reserved information of which he may become aware in relation to Urban Srl. Confidential information means technical, technological and commercial information, data, including statistical data, subject to extreme confidentiality and/or industrial property rights, as well as any other news, confidence, fact, project, information in the broadest sense of the term, learned about and/or from Urban Srl that are not disclosed by Urban Srl itself to third parties with official communications that are not, or have not become, public domain.
15. Applicable law - Disputes (Competent Court). The contract is governed by Italian law with the exclusion of Italian or foreign rules that regulate conflict of laws, including the Vienna Convention on the International Sale of Goods. For any dispute, the exclusive jurisdiction of the Court of Padua remains established, with the express exclusion of the jurisdiction of any other alternative courts provided for by law.
Cartigliano (VI), 11/04/2024