1. Selective distribution.
1.1 Teddy S.p.a., an historic ready-to-wear fashion company, (hereinafter referred to as “the Seller”), adopts a selective distribution system regarding the sale of goods identified by the brands and logos available to the Seller (hereinafter referred to as “the Brands”) for the purpose of protecting its own interests and the interests of buyers through a controlled communication approach and an attentive information service provided to the clientele.
1.2 Further to the above commercial considerations, and on the basis of criteria unilaterally established by the Seller and at its own discretion, the latter reserves the right to select the persons and/or entities to which to sell the goods identified by the Brands (hereinafter referred to as “the Buyers”).
1.3 The Buyers must have a VAT no. and run businesses which have as their object the sale of articles of clothing in the store indicated upon the order and/or upon registration.
1.4 In compliance with the provisions of point 1.2, in no event can the acceptance of an order oblige the Seller to subsequently sell further goods to the same Buyer.
1.5 All the purchase contracts relating to the goods identified by the Brands, concluded at the Seller’s offices, or through agents or dealers, or via telematic means, are regulated by these General Conditions of Sale, which are considered as fully accepted by the Buyer upon their registration and upon the placement of a purchase order.
2. Purchase of the goods.
2.1 Further to the particular dynamics and timings of the ready-to-wear fashion market, the purchase contract is considered as concluded with the acceptance, also only partial, of the order on the part of the Seller.
2.2 The order is considered as accepted, without the need for written confirmation, with the delivery, within the limits of the quantities available upon the processing of the order, of the goods indicated in the order, that is, with the forwarding of the goods to the address indicated by the Buyer upon placing the order or the direct and immediate delivery to the Buyer at the Seller’s premises.
3. Delivery methods and costs.
3.1. With relation to the delivery of the goods, both in Italy and abroad, the conditions and methods agreed to between the Parties shown in writing in the order or on the invoice shall be valid.
4. Collection, returns and complaints regarding the goods
4.1 Any shortages or external tampering with the packages indicated in the invoice and, therefore, the consequent absence of, or damage to, the goods, may be reported to the Seller provided that they have been referred to the carrier and reported in the transport documents, and subsequently confirmed within 8 (eight) days to the Seller.
4.2 The Buyer may not make any complaint regarding the external characteristics of what has been delivered once the document presented by the carrier upon delivery of the goods has been signed.
4.3 Despite packaging being intact, any hidden damages or anomalies in the goods must be reported in writing to the Seller within 8 (eight) days from receipt by registered letter with acknowledgement of receipt.
5. Obligations and prohibitions attributed to the Buyer.
5.1 The Buyer is obliged to retail the goods identified by the Brands exclusively in the store indicated upon registration or that shown in the order and/or on the invoice.
5.2 The Buyer is prohibited from selling the goods to third-party resellers or to other sales intermediaries.
5.3 The Buyer is also prohibited from selling the goods online or by correspondence, except in the event of the Seller’s prior and specific written authorisation, to be requested by means of a registered letter with acknowledgement of receipt or by e-mail to the following e-mail address:
5.4 For products identified by the Brands, the Buyer undertakes not to adopt an incorrect pricing policy aimed exclusively at damaging competitors with reference to the same products identified by the Brands.
6. Protection of the Brands.
6.1 The purchase of the goods identified by the Brands does not authorise the Buyer to use the same Brands in any way without the Seller’s prior written authorisation, to be requested at the e-mail address:
6.2 Every use of the Brands not previously authorised in writing by the Seller shall be considered as an act of counterfeiting and unfair competition; by way of example and not in exclusive terms, the Buyer is forbidden from affixing the Brands on websites, catalogues, headed paper or to use them as signs or shop window displays without the Seller’s prior consent.
7. Suspension and termination
7.1 Without prejudice to the provisions of points 1.2. and 1.4., the Seller shall also have the right to suspend the processing of orders in progress and to terminate any other relationship due to the actions and negligence of the Buyer, in the event that the Buyer does not pay for the goods in a timely manner or breaches even one of these general Conditions of Sale, or in the event that the financial situation of the same does not offer sufficient guarantees of solvency. In the aforementioned circumstances, the Seller may declare the Buyer to have forfeited the acceleration clause in relation to any amount due, without prejudice to the right to compensation for damages.
Payments of the goods indicated in the order or on the invoice must be made upon delivery or collection of the goods, except in the event of a different agreement between the parties.
9. Prohibition of exclusive rights
9.1 In compliance with the provisions of points 1.2 and 1.4, acceptance of the order does not imply the granting of any excusive territorial rights for the Buyer.
10. Election of address for service
10.1 The Buyer elects the address for service for the purpose of communications and service relating to the obligations connected with these General Conditions of Sale as the address indicated in the order and/or indicated upon registration.
11. Jurisdiction, court of jurisdiction and applicable law
11.1 The contracts governed by these General Conditions of Sale are regulated exclusively by Italian law and are subject exclusively to Italian jurisdiction.
11.2 For any dispute relating to or connected with the interpretation, application and execution of these General Conditions of Sale, the court of jurisdiction shall be exclusively the Court of Rimini.
12.1 With regards to the personal data provided by the Buyer upon registration on the site and/or upon compilation of the order and/or in any case collected and processed by the Seller, the latter declares that the processing of the aforementioned personal data shall be carried out in compliance with the provisions as per EU Regulation 2016/679 and the national legislation applicable with relation to the protection of personal data.
12.2 The Buyer, in indicating to the Seller their personal data and/or data relating to the people for whom they operate, assumes liability for the truthfulness, accuracy and updating of the data and gives their consent for the processing and storage of said data, and authorises the relative communication to third parties if this is necessary for the execution of the contracts regulated by these General Conditions of Sale or if requested by the competent Authorities.
12.4 The Buyer, moreover, gives their consent for the Seller to use the aforementioned data, communicating them also to persons/entities belonging to their supply chain, for insertion in mailing lists and/or for the forwarding of newsletters, aimed at informing the Buyer about promotions, new developments and regarding products and initiatives of the Seller.
13. Modification of these Conditions
13.1 The General Conditions of Sale contained in this document may be modified unilaterally by the Seller at any time, without any notice, and shall be valid from the date of publication on the Seller’s official website, www.b2b.rinascimento.com, in printable form. The Buyer shall, therefore, be responsible for verifying the exact contents of the General Conditions of Sale before forwarding each order.
13.2 Consistent with the provisions of point 1.2., the Seller may, at its discretion, grant, in writing, to certain Buyers, Particular Conditions of Sale, which shall prevail over the General Conditions of Sale in the event of divergence.