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.
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.
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).