Terms & Conditions
Europe

These terms and conditions govern the sale of Products on the https://www.poltronafrau.com website and regulate their use.

The Seller reserves the right to modify these Terms and Conditions of Sale and the Privacy Policy from time to time, for example, as a result of changes to laws, regulations or Website functions. These changes will be made known to Users through the Website with a notice lasting 10 (ten) days from the change. Below are the Terms and Conditions of Sale applicable to any Product sold on the Website.

 

ART 1. DEFINITIONS

The following are defined for the purposes of this contract:

Seller: Poltrona Frau Spa with registered office in Meda (MB) 20821 at via Luigi Busnelli no.1, VAT no. 05079060017, email: [email protected].

Terms and Conditions or Contract: all the present contractual clauses that establish and define the relationship between Seller and Customer.

Platform or Website: the https://www.poltronafrau.com Website.

Users: any party who accesses and continues to browse the Website.

Customer: any party who purchases the Products sold through the Website.

Consumer: a natural person acting for purposes other than professional or business activities.

Professional: a natural or legal person carrying out their business or commercial activity and purchasing with a VAT number.

Products: retail e-commerce sale of mainly furnishings and objects.

Purchase Order or Order: the purchase proposal made by the User through the Website procedures and in particular through the Cart.

Purchase: the purchase for payment of the above Products from the day of conclusion of the purchase.

Cart: the stage of the Purchase procedure in which Users submit the Purchase details, selecting the methods of payment, delivery of the goods and so on.

 

ART. 2 SCOPE

These Terms and Conditions of Sale apply to the Products referred to in Art. 3 and are valid between the Seller and any User who, as a Consumer in accordance with the applicable regulations or as a Professional, makes a Purchase on the Website. If any of the conditions are null and void, any invalidity or ineffectiveness shall not extend to the remaining provisions of these Terms and Conditions.

 

ART. 3 PRODUCT DESCRIPTION

The purpose of the Website is the retail e-commerce sale of mainly custom furnishings, objects and similar. All the Products offered are described and illustrated in the respective sections of the Website. The Product images on the Website are for demonstration and illustrative purposes only, and are represented in the best possible way. However, there may be some mistakes, inaccuracies, or minor differences between the graphical/photographic representation of the Product and the actual Product. Therefore, the Product photographs presented on the Website do not constitute a contractual element, as they are merely and symbolically representative of the Product being sold. With reference to customizable Products, the Seller does not guarantee, for example, the perfect and exact correspondence between the printed colour and the colour requested by the Customer. The User therefore expressly agrees that any differences between the depictions of the Products on the Website and the Products actually delivered can only be challenged if they are substantial. The User acknowledges and agrees that in the case of the Purchase of a customized Product as specified, it will not be possible to withdraw the Purchase when the Product has already been ordered and processing has started, since the Product cannot be reused by the Seller due to the customization. The Seller offers the “Configurator” feature on the Website for certain types of Products. In addition, once the Product has been configured, the Customer can complete the Purchase online or search the Store Locator for the nearest retailer to purchase the configured product directly.

 

ART. 4 PRICES AND ANCILLARY COSTS

The Product prices are specified on the Website. Specifically, the following details will be given in the Cart:

- the Product price;

- any other taxes, if payable;

Online store prices may be subject to variation.

In such cases, the prices published at the time of the Order on the online store shall be considered.

The prices shown on the catalog and product detail pages are rounded up; only within the cart and checkout process are detailed prices visible, including references to taxes, shipping fees, and any promotions or discounts.

 

ART. 5 REGISTRATION

In order to make purchases on the Website store, Users can choose to purchase as a Guest or to register by entering personal information.

Users who want to register on the Website must provide all the details requested on the Registration Form, and are responsible for the truthfulness and accuracy of the information.

In the case of registration, at the time of data entry, Users guarantee that:

- they are adults and have legal capacity;

- they meet the registration requirements at the time of registration;

- they comply with all legal and contractual provisions applicable to these Terms and Conditions;

- they are the legitimate owner of the data entered, which should be considered true, correct and up to date.

An account is opened on registration. In cases of abuse, the Seller reserves the right not to accept the registration, to revoke the registration as well as to submit a report for action by the competent authorities. Temporary e-mail addresses cannot be used for registration. All data provided will be processed in full compliance with data protection legislation. The Seller will use the information exclusively to complete the Orders and, only if explicit consent is given to do so, the data may also be processed for the purpose of providing information about its initiatives, such as news or promotional discounts.

 

ART. 6 PURCHASE PROCESS AND CONCLUSION OF SALE

For the Purchase of Products, the Customer must fill in and send the Purchase Order form to the Seller in electronic format, following all the instructions given on the appropriate page of the Website. A summary of the main trading conditions and a link to the Terms and Conditions will be provided. The Customer must put the Product to be purchased in the “Cart” and, after having read the Terms and Conditions, with particular reference to the contribution to shipping costs, to the ways of exercising the right of withdrawal, and to the Privacy Policy, will need to select the desired payment method and make the payment. During the Order phase, the Customer must send complete and correct information. The applicable Terms and Conditions are those in force at the time of the Order, which can be found on the Website. The contract entered into between the Seller and the Customer shall be considered concluded on acceptance of the Order by the Seller. The acceptance of the Order will be communicated by the Seller to the Customer via an automatic confirmation e-mail, sent to the e-mail address provided when the Order was placed. However, the Seller reserves the right to evaluate the acceptance of the Orders received and may reject or not process Purchase Orders that are incomplete or incorrect, or in the case of the unavailability of Products or the delivery of the ordered Products to certain inconvenient geographical areas. The Seller will notify the Customer by e-mail if it is unable to accept the Orders received as soon as it can after the Customer has submitted the Order and will refund any amounts already paid by the Customer in payment for the Products. Any right of the Customer to damages or compensation, as well as any contractual or non-contractual liability for direct or indirect harm/damage to people and/or things caused by the Seller's non-acceptance, including partial, of an Order is excluded.

 

ART. 7 PAYMENT METHODS

The payment methods available on the Website are as follows:

 1) Payment by Bank Transfer

In this case, the Order is considered completed when the Seller receives the credit in its bank account, which must take place within 3-5 working days of its execution. After this time period, the Seller will contact the Customer before cancelling the Order that has been received but not paid for. The production and delivery of the Order will take place only after the crediting of the sum due in the current account of the Seller.
The bank transfer must reference the description of the payment, the Customer’s first and last name, and the order number.

2) Nexi functionality

Customers can pay for their Orders through the functionality offered by Nexi, which allows payments to be made and received by credit card, Giropay, iDEAL, Bancontact, EPS, Bancomat Pay, Mybank, Sofort, Google Pay, Apple Pay, and PayPal with prepaid card or credit card.

 

ART. 8 PRODUCT SHIPPING AND DELIVERY TIMES

The Seller will deliver the purchased Products through specialist carriers, from Monday to Friday, excluding public and national holidays. Non-customized Products, if in stock at the time of the Order, are shipped within 5-10 working days, while customized Products are shipped within 6-8 weeks. The timescales indicated above are purely indicative and not binding. Any variation to the above will be promptly communicated to the Customer by e-mail.

The cost of delivery to street level is free of charge, while for any deliveries to other floor levels it is necessary to contact the Seller by e-mail to get a quote. If the Product can be shipped by express courier, at the time of shipping the Customer will receive notification of the shipment by e-mail with the tracking number. If the Product is entrusted to a carrier, the Customer will be contacted by telephone to arrange delivery. The Customer must check that the packaging is clean and intact and that the Products received correspond to what was purchased. If a Product arrives that has been damaged during transport or different from the one ordered, the Customer must accept the delivery with reservation and accurately document the steps of unpacking the goods with photographs in order to be able to demonstrate any damage. The Customer can request a replacement from the Seller by e-mail and will be contacted as soon as possible regarding the time frame for the replacement of the Product.

 

ART. 9 RIGHT OF WITHDRAWAL

All Purchases made by Consumer Customers on the Website, except for the cases stated below and for customized products, are covered by the right of withdrawal, which gives the right to return the purchased Product for any reason and receive a refund within 14 days. To exercise this right within 14 working days of the delivery date of the goods, it is sufficient to inform the Seller of the desire to withdraw in whole or in part from the Purchase by means of any explicit declaration (for example, by e-mail). Within the same period, the Customer must arrange for the shipment of the goods to the Seller’s premises in the original packaging, undamaged and in perfect condition, complete with all the parts and carefully packed. The Customer may use any shipping method of their choice for the shipment, provided that it is appropriate for the transport of the Product or, alternatively, use the transport service offered by the Seller through specialist carriers. The Customer can send a specific request to the Seller for the related costs. The package must include all the documents received. COD parcels will not be accepted. The only costs required are the charges to return the Product. On receipt of the goods, once the integrity of the returned Product has been verified, the Seller will refund the cost of the shipped goods. The costs incurred for the return of the goods are excluded from the refund. The transport risks for the return of the Products shall be borne in full by the Customer, as well as the costs necessary for the return of the Products.

Without prejudice to the above, it should also be noted that the Customer is liable for any reduction in the value of the Products resulting from any handling of the goods other than that necessary to establish their nature, characteristics and working order.

The Customer expressly acknowledges and agrees that:

- the right of withdrawal does not apply to Products received more than 15 business days ago (in this case the return of the goods will be refused).

- in the case in which the purchased Products have been assembled, even partially, and the assembly has caused damage to the Products themselves, for example, mechanical damage caused by assembly or disassembly or signs of use, the Seller reserves the right to refuse the right of withdrawal or the right to charge the costs for damaged parts. - the right of withdrawal is excluded in cases of the Purchase of customized products, as provided for in Art. 3 of these Terms and Conditions, and handcrafted, finished, polished and packaged Products commissioned by the Customer.

The right of withdrawal does not apply to Professional Customers.

 

ART. 10 LEGAL GUARANTEE

Consumer Customers are entitled to a 24-month legal guarantee. If Products are received that do not conform to the Orders or are defective, the Customer must notify the Seller by e-mail, with any photographs and further details. Proof of purchase is required to benefit from the guarantee.

In the event of a lack of conformity of the goods, the consumer shall be entitled to:

- the restoration of conformity,

- or a proportional price reduction,

- or termination of the contract.

In order to restore the conformity of the goods, the consumer may choose between repair and replacement, provided that the solution chosen is not impossible or excessively onerous for the Seller, taking into account:

- the value of the asset without the defect,

- the extent of the defect,

- the possibility of pursuing an alternative solution without inconveniencing the Consumer.

The Consumer is entitled to a proportional price reduction or contract termination:

- if the Seller does not repair or replace the goods,

- if there is a lack of conformity despite the attempt to restore the goods,

- if the lack of conformity is so serious that it justifies a price reduction or contract termination,

- if the Seller has declared or it appears from the circumstances that the Seller will not restore conformity within a reasonable time.

The Consumer is not entitled to terminate the agreement if the lack of conformity is minor, and it is the responsibility of the Seller to prove this.

The Consumer is entitled to a price reduction proportional to the decrease in value of the goods.

In the event of contract termination, the termination shall be exercised by means of a direct declaration to the Seller. If the lack of conformity only concerns some of the goods delivered, the contract may be terminated only for those goods. In the event of termination, the Consumer:

- must return the goods to the Seller at the Seller’s expense,

- the Seller shall refund to the Consumer the price paid for the item on receipt of the goods or of the evidence supplied by the Consumer that the goods have been returned or dispatched.

 

ART. 11 FORCE MAJEURE

The Seller shall not assume any responsibility for poor service attributable to force majeure which prevents, in whole or in part, the performance of the contract within the time limits. The Seller shall not be liable to Customers for any damage, losses and costs incurred as a result of the lack of or delayed execution of the contract, the Customer being entitled only to the refund of the price paid.
The Seller shall not be liable for damage resulting from any disconnections or interruptions of the Website, and for any resulting loss of data that can be attributed to this.

In the case of force majeure, execution of the Order shall be suspended.

This suspension may last up to 3 (three) months, after which the Order will be considered automatically cancelled.

 

ART. 12 INTELLECTUAL AND INDUSTRIAL PROPERTY

The Website (and its content and graphics), the trademark, the domain name, its sub-domains and all intellectual and industrial property rights relating to these are the sole property of the Seller, are limited to the Seller and are not and will not be transferred or granted under licence to the Customer under any circumstances. Therefore, the User or the Customer may not reproduce, duplicate, copy and redistribute the Websites and/or the Contents of the Website, or retransmit these to other websites, transfer or otherwise make them available to third parties in any way or otherwise use them for purposes other than retention and/or consultation, without the prior express and formal approval of the Seller.

 

ART. 13 FAILURE TO EXERCISE A RIGHT

The failure of the Seller to exercise a right does not constitute a waiver of any action against the Customer or against any third party for the breach of any commitments entered into. The Seller therefore reserves the right to enforce its rights in any case, under the terms granted.

 

ART. 14 PROCESSING OF PERSONAL DATA

The Personal Data supplied or acquired will be processed according to the principles of fairness, lawfulness, transparency and protection of confidentiality in accordance with the laws in force. The Seller, as the Controller, processes the Personal Data of Users, taking appropriate security measures to prevent unauthorized access, disclosure, modification or destruction of the Personal Data. Processing is carried out by means of computer and/or telematic tools, with organizational methods and approaches closely related to the specified aims. The User Data is collected for the execution of pre-contractual measures; for the fulfilment of obligations deriving from the contract entered into; for the registration procedure aimed at the Purchase of Products; for the fulfilment of the specific requests addressed to the Controller by the User; and for the sending of promotional and marketing information and offers, including through the newsletter service based on the consent freely given by the User. The Customer is therefore invited to carefully read the notice on the processing of personal data (Privacy Policy) provided in accordance with EU Regulation 679/2016, as well as the notice on the use of cookies with the relevant consent to processing where requested (Cookie Policy).

 

ART. 15 APPLICABLE LAW AND COURT OF JURISDICTION

These Terms and Conditions shall be governed entirely by the law of the country of residence of the Consumer Customer.

Any disputes arising in relation to the validity, interpretation, execution and termination of the contracts entered into online by the Consumer Customer and the Seller shall fall under the exclusive jurisdiction of the court in the place of residence of the Consumer (so-called Consumer’s Court).

Any disputes arising in relation to the validity, interpretation, execution and termination of the contracts entered into online by the Professional Customer and the Seller shall fall under the exclusive jurisdiction of the Court of Monza.

 

ART. 16 DISPUTE RESOLUTION

In accordance with Art. 49, paragraph 1, letter V of Italian Legislative Decree 206/2005 (Consumer Code), Consumer Customers can make use of the Joint Mediation Procedure (ADR in Italy).

According to Art. 14 of EU Regulation 524/2013, in the event of a dispute, the Consumer Customer may submit a complaint through the European Union’s ODR platform. For more information contact the Seller.

 

ART. 17 COMMUNICATIONS

For more information of any kind, please can contact the Seller at the following address: [email protected] 

GENERAL TERMS AND CONDITIONS OF SALES (CONSUMERS)

 

 

ART 1. APPLICATION

The following provisions apply to sales of products made by Poltrona Frau Spa or by DieciDieci S.r.l. having as its sole shareholder Poltrona Frau S.p.A. ("Seller"). If the buyer qualifies as a consumer under Legislative Decree No. 206/2005 ("Italian Consumer Code"), the sale is governed by the provisions of the Consumer Code and the following general terms and conditions of sale ("Terms and Conditions of Sale").

In all other cases, the sale is governed by the general terms and conditions of sale, which are available and can be downloaded, in their most up-to-date version, at: https://www.poltronafrau.com/terms-and-conditions.html.

 

ART 2. OFFER - ACCEPTANCE OF THE OFFER - ORDER CONFIRMATION

The Seller delivers to the customer an offer stating the quantity and type of products being purchased, finishes, price (including VAT and any duties, if applicable), discounts, payment methods and delivery charges, if any. The contract of sale is considered concluded when the customer expressly accepts the offer and the Seller becomes aware of the acceptance. Subsequently, the Seller sends an order confirmation to the customer by e-mail indicating the above data and the estimated delivery date.

 

ART 3. SHIPPING AND PACKAGING

Products are delivered in accordance with the Incoterms® rule specified in the order. Products will be packaged and prepared for shipment in accordance with the protection systems generally adopted by the Seller for the agreed transportation methods. If the customer deems it necessary to use special packaging or additional protection, the customer must make an express request to the Seller before accepting the offer as this may entail additional costs.

 

ART 4. CLAIMS AS A RESULT OF TRANSPORTATION DAMAGE

It is the customer's responsibility to check the condition of the products and packaging upon receipt of the products. In the event that packages and/or packaging are damaged, it is the customer's responsibility to accept the delivery by indicating the words "subject to inspection" on the waybill as well as specifying any damage to the products and/or packaging that appears visible upon receipt. If the products and/or packaging are damaged or have perished during transportation, the customer must report such occurrence to the Seller within 3 (three) days of delivery. Reporting should be done only by e-mail.

 

ART 5. PLACE OF USE OF PRODUCTS

The Seller warrants that the products comply with European Union regulations for residential use. If the products are to be used outside the European Union, it is the customer's responsibility, prior to confirming the offer, to expressly indicate to the Seller the country in question, so as to enable the Seller to reflect this circumstance in the offer and to deliver a product that complies with the regulations applicable in that country.

 

ART 6. PAYMENT

Payment terms are peremptory. Payments are considered made when the relevant amount is credited to the Seller's bank account.

 

ART 7. GUARANTEE OF CONFORMITY OF PRODUCTS

The customer has the legal guarantee of conformity of products under the Italian Consumer Code, with the exceptions listed below.

The products are handcrafted. Therefore, product size may vary +/-2% from what is stated in price lists, websites and similar documents.

Warranty is excluded in case of: a) assembly, repair or maintenance of products carried out in a manner that is not in accordance with the Seller's instructions and information; b) use of products for other than standard use or in a manner not in accordance with the Seller's instructions and information.

The products in the Gallery at the Tolentino (MC) premises have been used in exhibitions and/or similar activities; they may have scratches, abrasions, dents and other obvious defects that are known to the customer before purchase and therefore do not constitute discrepancies for warranty purposes.

 

ART 8. PELLE FRAU® LEATHER UPHOLSTERY

The characteristics of Pelle Frau® leather, which is the only one used by Poltrona Frau in its upholstery, are a symbol and sign of a superior quality of the material. Minor imperfections, such as insect bites, scars, streaks, roughness or even slight variations in colour and shine are synonymous with a lack of synthetic coverings on leather that would alter their natural beauty and diminish perspiration. The colour references included in the samples are purely indicative. With reference to the Pelle "Cavallino" leather, the arrangement, colour and shape of the "spots" is absolutely random and for this reason it is not possible to make a selection at request. It is also specified that the colour of the "spots" is not uniform and tends to vary from shades of brown to black. Small imperfections in products are not to be attributed to a manufacturing defect, but to the specific nature and materials used in the product. The Seller disclaims all liability for any damage caused by colour migration of external contaminants contained in some clothing and/or accessories onto the Pelle Frau® leather upholstery.

 

ART 9. LEGISLATIVE DECREE NO. 231/2001 - CODE OF ETHICS - WHISTLEBLOWING

9.1 The contractual relationship established between the Parties is marked by compliance with legal rules and the principles of fairness, honesty, impartiality, integrity, transparency and confidentiality. As part of this relationship, the Customer declares that it has read and accepts the Group’s Code of Ethics adopted by the Lifestyle Design Group pursuant to Legislative Decree No. 231 of 2001, available at www.poltronafrau.com and constituting an integral part of these General Terms and Conditions of Sale, and undertakes, in connection with its execution, to strictly comply with the principles and rules of conduct contained in the Code of Ethics, accepting the liability associated with the violation of these rules. The Customer acknowledges that Poltrona Frau has set up specific IT channels for handling reports of any wrongdoing detected in the conduct of its business. The reporting channel (which ensures that the identity of the whistleblower is protected and allows for anonymous reporting) is made available online to anyone wishing to make a report in good faith through the following link: My Governance - v4.0 (if relating to DieciDieci S.r.l. https://areariservata.mygovernance.it/#!/WB/Diecidieci)

9.2 A Whistleblowing Committee comprising Brand Legal, Brand HR, Internal Auditor Lifestyle Design and Chairman of the Supervisory Board (where applicable) has been established to evaluate and manage reports received; upon completion of the evaluation and management of the reports received, the Whistleblowing Committee will provide feedback to the whistleblower on the outcome of the report. Complete information is available under "Complaint Procedure," available at the above link. Breach of this clause entitles the Seller to terminate the contract under Article 1456 of the Italian Civil Code, with all the consequences provided therein, including for the purpose of compensation for any damages suffered.

 

ART 10. PRIVACY

The customer declares that he/she is aware that his/her personal data will necessarily be subject to processing, also electronically, by the personnel appointed for this purpose by Poltrona Frau, for performance of the obligations undertaken and the related regulatory formalities, according to the methods and within the limits indicated therein. In this regard, the customer consents to the lawful usability of the abovementioned personal data acquired and processed for the conclusion and carrying out of the relationship and, specifically, to the performance of information obligations and obligations regarding obtaining consent by Poltrona Frau, which undertakes to comply with the applicable privacy regulations, i.e. Article 15 et seq. of EU Regulation 679/2016 (access, rectification, erasure, restriction, portability, objection, possibility to lodge a complaint with the competent authority). Poltrona Frau's full information notice is available at B2C Privacy policy (poltronafrau.com).

 

ART 11. APPLICABLE LAW - DISPUTE RESOLUTION

These Terms and Conditions of Sale are governed by Italian law, without prejudice to the application of the mandatory provisions of the law of the customer's country of residence. For any disputes relating to the sale of products, the Court of Milan has exclusive jurisdiction, without prejudice to the application of mandatory provisions of law that allow the customer, with residence or domicile in Italy or in other countries of the European Union, to bring action before the Court of the place of their residence or domicile.

 

By submitting an order, the customer declares that he/she has read and expressly accepts the following clauses: Clause 2 (Offer - Acceptance of offer - Order confirmation); Clause 4 (Claims as a result of transportation damage); Clause 5 (Place of use of products); Clause 7 (Guarantee of conformity of products); Clause 9 (Legislative Decree No. 231/2001 - Code of Ethics - Whistleblowing); Clause 11 (Applicable law - dispute resolution).

SCOPE OF APPLICATION

 

 

ART 1. APPLICATION - ACCEPTANCE - CHANGES

1.1 The sale of products referred to in this price list is governed by the following General Terms and Conditions of Sale ("Terms and Conditions of Sale"), which apply to all supplies of products between the customer and Poltrona Frau, as well as between the customer and DieciDieci S.r.l. having as its sole shareholder Poltrona Frau S.p.A. (hereinafter also "Seller"), even if they shall not be expressly referred to or mentioned in the relevant purchase orders. Before making an order, it is the customer's responsibility to carefully review these Terms and Conditions of Sale, which are available on the company's website at https://www.poltronafrau.com/terms-and-conditions.html. Unless otherwise agreed, these Terms and Conditions of Sale may be amended by the Seller at any time without notice or compensation to the customer.

1.2 Issuing purchase orders by the customer to the Seller implies knowledge, acceptance and application of these Terms and Conditions of Sale and the unfair terms referred to below.  Agreements deviating from these Terms and Conditions of Sale are effective against the Seller only if expressly notified by it.  Under no circumstances will the Seller be bound by any general terms and conditions of the customer.

1.3 These Terms and Conditions of Sale in no way replace the General Terms and Conditions of Selective Distribution that Poltrona Frau signs with specific retailers in the furniture sector (i.e. "Partners"), which therefore remain fully valid and effective with them. 

 

 

TERMS AND CONDITIONS OF SALE

 

 

ART 2. ORDER FULFILLMENT - CONTRACT OF SALE

Purchase orders are binding on the customer from the moment they are received by the Seller. A purchase order submitted by the customer becomes binding on the Seller only when the Seller sends a written order confirmation to the customer. Supplies include only what is indicated in the confirmed order. After receipt of the order confirmation, the quantity and type of products ordered, finishes, price, discounts and any other elements of the confirmed order may not be changed except with the Seller’s prior written consent. 

 

ART 3. DELIVERY TERMS

Delivery terms, including those stated in the confirmed order, are merely indicative and not binding or essential to the Seller. The Seller shall deliver the products within the time limit indicated in the confirmed order, possibly by partial deliveries. To the fullest extent permitted by law, the Seller is not considered to be in breach and no indemnity or compensation for damages will be payable to the customer for any deliveries beyond the time specified by the Seller in the confirmed order. 

 

ART 4. SHIPMENT OF PRODUCTS AND TRANSPORTATION LIABILITY

The products are delivered to the customer in accordance with the delivery terms set out in the Purchase Order.

 

ART 5. INTENDED USE OF PRODUCTS

5.1 It is the Customer's responsibility, before sending a purchase order, to verify that the products are suitable for the specific purpose and/or use for which it intends to purchase them.

5.2 Notwithstanding the above, as a manufacturer, the Seller shall ensure that the products placed on the market are safe and conform to regulations.  

5.3 To this end, the Seller guarantees that the products sold comply with the regulations of the customer's country of establishment for residential end use. If the customer intends to use the products in a country other than the country of its establishment (e.g. products purchased by an Italian customer for resale in the United Kingdom), or intends to put them in other than residential use (e.g. public places, theaters, cinemas, etc.), it is the customer's responsibility to indicate in writing in the order to the Seller the country of destination of the product and/or that the product will be used in a non-residential environment, so that Poltrona Frau can manufacture a product that complies with the regulations applicable in the country of destination and place a safe product on the market. The customer must send such specification to the Seller before issuing a purchase order.

5.4 Production of models complying with the fire prevention regulations applicable in the field of safety for performance and entertainment venues (class 1IM), is subject to minimum order quantities and price quotations that must be requested in advance from the Seller.

5.5 The Seller may refuse to take orders for products that cannot be made to conform to applicable regulations in the country of destination. 

 

ART 6. PRICES - PAYMENT - OVERDUE PAYMENT - RESERVATION OF TITLE

6.1 Payment for the products must be made by the customer in the manner and in the time limits specified in the confirmed order or otherwise agreed in writing between the parties. Payments are considered made by the customer only when the relevant amount has been credited to the Seller's bank account.

6.2 In case of overdue payment by the customer, the Seller may, upon written notice to the customer, suspend deliveries yet to be made until such time as the amounts due and interest thereon have been paid and anyway:

- demand immediate payment of any outstanding debt, even if installment or deferred payment has been agreed upon and/or drafts, promissory notes, checks or other payment instruments have been issued and are due;

- terminate the contract of sale in question and permanently retain any amounts already paid by the customer, setting off the amounts owed by the customer against all payments made by the customer, even if related to other contracts of sale;

- carry out future deliveries of products only subject to advance payment;

- revoke any discounts and bonuses that may have been agreed upon between the parties. 

6.3 The Seller may exercise the rights under Clause 6.2 above at any time even if the customer:

- is subject to liquidation, insolvency, bankruptcy or debt restructuring procedures or enforcement action; or

- loses all or part of its insurance reliability; or

- is experiencing financial difficulties such as to compromise the regular fulfillment of its payment obligations, due to, for example but not limited to, service of protests, diminution of guarantees granted and/or not providing promised guarantees, as well as any outstanding debts, even if these circumstances have occurred within the context of relations between the customer and its other suppliers. 

6.4 The Customer may not claim any breach by the Seller or bring any action against the Seller until any amounts due under Clause 6.1 have been paid in full to the Seller.

6.5 Unless otherwise agreed, the sale is deemed to be made subject to reservation of title, and therefore ownership of the products subject to the order shall pass to the customer upon payment of the price in full. 

 

ART 7. PRICE QUOTATIONS

Quotations in the Seller's price list are given in the currency indicated therein exclusive of VAT. The amount of an individual order will vary depending on the commercial terms and any costs agreed upon from time to time.  

 

ART 8. EFFECTIVENESS OF THE PRICE LIST, CHANGES

8.1 The Seller’s offers and quotations, whether verbal or written, do not constitute contractual proposals. Specifically, this price list does not constitute an offer to the public, but merely an invitation to propose addressed to the customer. 

8.2 The Seller may make changes and variations to the products, materials and finishes of the products, their designs or the prices in this price list at any time.

8.3 This price list cancels and replaces any price lists of earlier date. The Seller reserves the right to modify the list prices at any time, subject to prior notice, and to publish new price lists at any time. 

 

 

PRODUCT WARRANTY

 

 

ART 9. PRODUCT WARRANTY PERIOD

Unless otherwise agreed with the customer, the Seller warrants to the customer that the products conform to the confirmed order and are free of manufacturing defects, subject to the provisions of Clause 13 below.  Unless otherwise agreed with the customer, this warranty is valid for a period of 12 (twelve) months from the date of delivery of the products perfected with the agreed delivery term. 

 

ART 10. CLAIMS FOR PRODUCT DEFECTS

10.1 The customer must examine the products as soon as possible, or otherwise this warranty will not be valid, and notify the Seller in writing of:

- any discrepancies relating to the type and/or quantity of the products received as well as other evident discrepancies in the products or their defects: no later than 8 (eight) days after delivery at the customer's premises;

- any discrepancies or hidden defects in the products: no later than 8 (eight) days after their discovery and in any event within the warranty period under Clause 9 above.

10.2 The complaint must be made using Poltrona Frau's "CRM" form at the following link: https://aftersalespoltronafrau.azurewebsites.net/

 

ART 11. REMEDIES UNDER WARRANTY

11.1 The Seller has the right to inspect the products, or some samples of the products, which the customer deems to be non-conforming or defective. In this regard, the customer may return to the Seller any Products it deems to be non-conforming or defective only subject to Poltrona’s prior written authorisation, within the delivery terms specified in the order. However, authorisation for returning allegedly non-conforming or defective products or samples in no circumstances constitutes recognition of non-conformities or defects by Poltrona Frau.

11.2 In the event that the Seller recognises that the products are indeed non-conforming or defective, the customer, at Poltrona Frau's option, is exclusively entitled to:

- the reparation or replacement free of charge of non-conforming or defective products; or

- partial or total exemption from payment of their price, depending on the severity of the non-conformities or defects.

11.3 For the purposes of Clause 11.2(a), products that have been repaired at the Seller's premises and products that are to be delivered to replace non-conforming or defective products will be delivered to the customer in accordance with the delivery terms applied in the original order. In any event, the Seller acquires ownership of the products that have been replaced and will give instructions on the return of the goods or possible disposal of products that have not been returned

11.4 The rights and remedies described in Clauses 11.2 and 11.3 above are the only warranty rights and remedies granted to the customer. To the fullest extent permitted by law, any further liability or obligations of the Seller in connection with the delivery of non-conforming or defective products are excluded.

11.5 This warranty supersedes and excludes all other warranties, whether express or implied, provided by law or otherwise.

 

ART 12. MODEL DIMENSIONS

12.1 The dimensions in the following price list are indicated in centimeters and in inches.

12.2 The Seller's products are handcrafted. Therefore, the size of the actual product may vary by +/-2% from the dimensions given in this price list. The dimensions given in this price list refer to the total external dimensions, including armrests.

 

ART 13. PELLE FRAU® LEATHER UPHOLSTERY

13.1 The characteristics of Pelle Frau® leather, which is the only one used by the Seller in its upholstery, are a symbol and sign of a superior quality of the material. Minor imperfections, such as insect bites, scars, streaks, roughness or even slight variations in color and shine are synonymous with a lack of synthetic coverings on the Seller’s leather that would alter their natural beauty and diminish perspiration. The color references included in the samples are purely indicative. With reference to the Pelle "Cavallino" leather, the arrangement, color and shape of the "spots" is absolutely random and for this reason it is not possible to make a selection at request. It is also specified that the color of the "spots" is not uniform and tends to vary from shades of brown to black.

13.2 The customer acknowledges and accepts that small imperfections in products are not to be attributed to a manufacturing defect, but to the specific nature and materials used in the product. The Seller disclaims all liability for any damage caused by color migration of external contaminants contained in some clothing and/or accessories onto the Pelle Frau® leather upholstery. Under no circumstances does the manufacturer's warranty cover damage caused by color transfer from objects and/or fabrics that have come in contact with the upholstery.

 

ART 14. MODELS

All registered or unregistered models, as well as copyright on them, are owned by Poltrona Frau or exclusively licensed to Poltrona Frau. Reproduction, processing and any other form of economic exploitation without Poltrona Frau’s prior written permission is prohibited.

 

ART 15. QUALITY

A company with ISO 9001 Quality Management System certification.

ISO 14001 Environmental Management System certification.

BS OHSAS 18001 Occupational Health and Safety Management System certification.

 

 

FINAL PROVISIONS

 

 

ART 16. EXPORT CONTROLS

The parties acknowledge that they, as well as the products under the confirmed order, may be subject to laws, regulations, and measures of the European Union, the United States, and other supranational or domestic entities that provide export controls, embargoes and sanctions ("Export Regulations" inter alia EU regulations and/or U.S. DEPARTMENT OF THE TREASURY of the United States’ regulations - OFAC).

16.1 The customer acknowledges and agrees that compliance with Export Regulations is an essential element of any contract of sale under these Terms and Conditions of Sale, and that a breach thereof will result in its immediate termination, as well as the obligation to pay compensation for all damages caused to the Seller.

Therefore, the customer, under its sole responsibility, represents and warrants that: a) it will comply with all Export Regulations applicable with respect to the products and the countries where they are transported, exported, imported, resold or used; b) it will not resell, directly or indirectly, the products in question to parties sanctioned by the Export Regulations and/or in countries sanctioned by the Export Regulations; and c) it will resell such products only to third parties who expressly agree not to re-sell them to parties sanctioned by the Export Regulations and/or not to re-export them to countries sanctioned by the Export Regulations.

16.2 The provisions of this Clause 16 are in addition to any other provisions of the confirmed order relating to compliance with any laws or regulations. To the extent that this Clause is inconsistent with any other provision agreed upon by the parties, the provisions of this Clause 16 supersede any provisions inconsistent therewith.

 

ART 17.  FORCE MAJEURE

17.1 The Seller will in no way be liable for any non-performance or late performance of any obligation relating to the supply of products if such non-performance or late performance is due to a force majeure event, such as wars, military conflicts, invasions, epidemics, pandemics, fires, earthquakes, floods, tsunamis, strikes, difficulties that have arisen with the labor force, shortages of raw materials, restrictions on the use of energy, acts of public authorities, or any other action or cause that cannot be reasonably foreseen or which the Seller cannot reasonably remedy through ordinary diligence.

17.2 In such situations, the time limit for the performance of the supply is extended by the entire period of duration of the force majeure event, it being understood that if such event should prevent the carrying out of the supply for more than 6 (six) months, the customer will be entitled to terminate the relevant contract of sale, by sending a registered letter with return receipt or courier to the Seller, without any liability or consequences for Poltrona Frau.

 

ART 18. PRIVACY 

The Parties declare that they are aware that personal data concerning their respective representatives, employees or external contractors will necessarily be subject to processing, also electronically, by the personnel appointed for this purpose by each Party, for performance of their respective obligations undertaken and the related regulatory formalities, according to the methods and within the limits indicated therein. In this regard, the Parties undertake to mutually guarantee each other the lawful usability of such personal data acquired and processed for the conclusion and carrying out of the relationship and, specifically, the successful performance of information obligations and obligations regarding obtaining consent, where necessary, vis-à-vis the data subjects, as well as the recognition to the latter of the rights provided by the applicable privacy legislation, i.e. by Article 15 et seq. of EU Regulation 679/2016 (access, rectification, erasure, restriction, portability, objection, possibility to lodge a complaint with the competent authority). Poltrona Frau's full information notice is available at https://www.poltronafrau.com/b2b-privacy.html. 

 

ART 19. APPLICABLE LAW - DISPUTE RESOLUTION

19.1 These Terms and Conditions of Sale and all contracts of sale that the parties shall enter into under these Terms and Conditions of Sale are governed by Italian law and, in sales outside Italy, also by the 1980 Vienna Convention on the International Sale of Goods.

19.2 Any disputes concerning these Terms and Conditions of Sale and/or contracts of sale made pursuant to these Terms and Conditions of Sale, including disputes concerning their validity, interpretation, performance or termination, will be decided in accordance with the following provisions:

- if the customer has its registered office in the European Union, Switzerland, Norway or Iceland, the dispute is submitted to the exclusive jurisdiction of the Courts of Milan (Italy);

- in all other cases, the dispute is decided exclusively and finally by arbitration, in accordance with the Rules of Procedure of the Chamber of Arbitration of Milan, held by a sole arbitrator appointed in accordance with such Rules. The arbitration will take place, and the arbitration award will be rendered, in the city of Milan, Italy. The language of arbitration is English. 

 

ART 20. LEGISLATIVE DECREE NO. 231/2001 - CODE OF ETHICS - WHISTLEBLOWING

20.1 The contractual relationship established between the Parties is marked by compliance with legal rules and the principles of fairness, honesty, impartiality, integrity, transparency and confidentiality. As part of this relationship, the Customer declares that it has read and accepts the Group’s Code of Ethics adopted by the Lifestyle Design Group pursuant to Legislative Decree No. 231 of 2001, available at www.poltronafrau.com and constituting an integral part of these General Terms and Conditions of Sale, and undertakes, in connection with its execution, to strictly comply with the principles and rules of conduct contained in the Code of Ethics, accepting the liability associated with the violation of these rules. The Customer acknowledges that the Seller has set up specific IT channels for handling reports of any wrongdoing detected in the conduct of its business. The reporting channel (which ensures that the identity of the whistleblower is protected and allows for anonymous reporting) is available online to anyone wishing to make a report in good faith through the following link: https://areariservata.mygovernance.it/#!/WB/PoltronaFrau/; if relating to DieciDieci S.r.l.: //areariservata.mygovernance.it/#!/WB/Diecidieci)

20.2 A Whistleblowing Committee comprising Brand Legal, Brand HR, Internal Auditor Lifestyle Design and Chairman of the Supervisory Board (where applicable) has been established to evaluate and manage reports received; upon completion of the evaluation and management of the reports received, the Whistleblowing Committee will provide feedback to the whistleblower on the outcome of the report. Complete information is available under "Complaint Procedure," available at the above link. Breach of this clause entitles the Seller to terminate the contract under Article 1456 of the Italian Civil Code, with all the consequences provided therein, including for the purpose of compensation for any damages suffered.

 

By submitting an order, the customer declares that it has read and expressly accepts the following clauses: Clauses 1.1, 1.2, 1.3 (Scope of application - acceptance of orders), Clause 2.1 (Order fulfillment); Clause 3.1 (Delivery terms), 4.1 (Shipment of products); Clauses 5.1 and 5.2 (Intended use of products); Clauses 6.2, 6.3, 6.4 and 6.5 (Late payment and retention of title); Clauses 9, 10 and 11 (Product Warranty); Clause 16 (Export Controls); Clause 17 (Force Majeure); Clause 19 (Applicable Law - Dispute Resolution); Clause 20 (Legislative Decree No. 231/2001 - Code of Ethics - Whistleblowing).

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