I. SUBJECT

  1. These general terms and conditions are accepted by PIPPO E PEPPA SRL, registered in Milano, with registered office and address of management Milano, Via del Gonfalone 3, cap 20123, Codice Fiscale: 11328730962; Numero REA: MI – 2594996, below for short “SELLER“.
  2. These general terms and conditions are applicable to all sales agreements signed between the SELLER on the one hand and on the other hand a natural person who does not have the quality of a consumer under any applicable consumer protection laws or a legal entity online store, individual store, distributor or agent in the capacity of Buyer (“BUYER“).
  3. The parties to the agreements to which these General Terms and Conditions apply are the Seller and the Buyer (hereinafter referred to collectively as the “PARTIES” and separately as the “PARTY”). The Buyer may not transfer his obligations under the agreement to a third party without the prior written consent of the Seller, unless that person is their universal successor. 
  4. Deviations from these general terms and conditions are made only in writing.

II. DEFINITIONS

II.1. All terms used, in these General Terms and Conditions have the following meanings:

  1. “Goods” means children’s goods – clothes and shoes imported by the Seller for sale in the European Union. 
  2. “Assortment of goods” or only “Assortment” means all goods offered by the Seller in their order catalog. 
  3.  “Sales Agreement” or “Agreement” only means an agreement between the Seller and the Buyer for the sale and delivery of goods, an integral part of which are these general terms and conditions. 
  4. “Order Catalog” – means a list of the assortment of goods of the Seller, which is an integral part of these General Terms and Conditions and contains information about the product number, size, brand, color, material and other data about the goods offered. 
  5. “Order query” or only “Order” means a statement of intent of the Buyer addressed to the Seller for the purchase of goods from the Assortment. The order is an integral part of the agreement. 
  6. “Order Confirmation” means the confirmation of the Buyer’s order by the Seller in writing, including electronic, form to the specified address, telephone, fax or e-mail of the Buyer. 
  7. “Seller’s Warehouse” means the Seller’s premises where the Goods are delivered to. 
  8. “Delivery” means the delivery of goods, purchased by the Buyer in the Seller’s warehouse to persons, designated by the Buyer (couriers, consignor, carriers), the latter accepting the goods on behalf and for the account of the Buyer or on their own behalf for the account of the Buyer. 
  9. “Packaging” means the primary means of preserving the quality of the goods on which the Seller’s identification marks are reflected. 
  10.  “Force majeure” means an accidental event or juggernaut, including fire, industrial accidents, hostilities,    natural disasters (storms, torrential rains, floods, hail, earthquakes, icing, drought, landslides, etc.), embargoes, strikes, riots and riots, sabotage, quarantine, suspension of the sale of goods and their withdrawal from the market, as they are dangerous or pose a serious risk to the life and health of consumers or prohibitions on import/export. 

III. PAYMENT TERMS

  1. Payment of the price under the agreements is made by bank transfer to the account, specified by the Seller.
  2. The Seller is obliged to pay bank fees in the country where the Seller is registered (registration as a company), as well as all fees of the correspondent bank, and the Buyer pays / assumes at his own expense all other due / charged bank fees and commissions, including in the country of the Buyer.
  3. The parties may agree on additional discounts on the price of the agreements, which are valid if made in writing.

IV. ORDER. SIGNING OF THE AGREEMENT

  1. The Buyer may order goods from the Seller from the Seller’s order catalog
    1. Via electronic message to the e-mail of the Seller, indicated on their website.
    2. in the showroom or office of the Seller. 
  2. Each order must contain the type, brand and quantity of the ordered goods.
  3. The agreement is considered signed as of the date on which the Seller has confirmed in writing, including in electronic form, the order of the Buyer, respectively, the availability or the possibility to make the ordered goods.
  4. An order for delivery of seasonal goods, as well as for those goods from the Assortment, for which this is indicated by the Seller in the order catalog, must be made at least 6 months in advance.
  5. Provided that the Buyer duly fulfills its obligations, incl. has fulfilled all available obligations for the period of its validity, the agreements shall automatically continue for the same period and under the same conditions, if neither Party sends to the other notice of termination, not later than 30 (thirty) days from the date of expiration of the initially agreed term, respectively, of its continuation. The rule for renewal of the term under the conditions provided for this is applied repeatedly. 

V. DELIVERY TERMS. REGISTRATION OF GOODS 

  1. The term for production of the goods is from 5 (five) to 8 (eight) months, as of the date of confirmation of the order by the Seller. The goods are delivered after the Seller receives 100% of the agreed price of the goods.
  2. After the production of the goods, the Seller notifies the Buyer that they are ready to proceed with their delivery after payment of the agreed price of the goods. 
  3. In case of availability, the Parties may agree on a shorter delivery time for the ordered goods.
  4. The delivery of the goods is made in the warehouse of the Seller to a representative / employee of the Buyer or another person indicated by him (carrier, forwarder, courier).
  5.  The Buyer is obliged to accept the goods on the day of delivery by ensuring on the delivery date the presence in the warehouse of the Seller of a person duly authorized to accept the goods and sign the documents for delivery (representative, employee, forwarder, carrier and / or courier).
  6. All costs, related to the transport and delivery of the goods, including to their final destination at the expense of the Buyer.
  7. All costs for unloading and acceptance of the goods are at the expense of the Buyer.
  8. All costs for the transport of goods from the Seller’s warehouse are at the expense of the Buyer, including the conclusion of an agreement with a freight forwarder/carrier/courier or another person responsible for the acceptance and transportation of goods.
  9. The delivery of the goods shall be objectified in a handover protocol signed by the Parties or their authorized representative or another equivalent document issued by the forwarder/carrier/courier.
  10. Upon delivery of the goods, the Seller shall provide the person specified by the Buyer with an invoice for payment, which is an integral part of the agreement, as well as other documents, if required by the law applicable to the agreement. 
  11. The risk of loss of or damage to the goods passes from the SELLER to the BUYER upon delivery of the goods in the warehouse of the Seller to the person specified by the Buyer. 
  12. The goods remain the property of the Seller until the full payment of the price. Regardless of the transfer of ownership, the risk passes to the Buyer with the delivery of the goods described above.
  13. The Buyer shall arrange on behalf of the Seller in due time the registration of the goods in accordance with the legislation applicable in the territory of the respective country in case the latter is necessary.
  14. The Buyer shall provide to the Seller in advance for approval all the documents necessary for the registration of the goods in the respective territory, including the applications for registration, before submitting them to the relevant competent state authority. 
  15. The Buyer informs the Seller about the consideration of the submitted applications for registration. 
  16. All costs, related to the registration of the goods are paid by the Buyer. 
  17. Upon receipt of the registration documents, the Seller refunds to the Buyer all fees and other directly related costs for registration and necessary for their implementation, certified by the relevant financial documents (receipts, invoices, fiscal receipts). 
  18. The Seller has the right to refuse to reimburse the Buyer for expenses incurred by the Buyer without the registration documents having been approved in advance by the Seller.
  19. To the extent that the registration of the goods is made on behalf of the Buyer, the Buyer will cooperate fully in the transfer of such registrations to the name of the Seller or another person designated by them.
  20. Any comments on the quality or quantity of the delivered goods or any other objections to the goods and their packaging (“COMPLAINTS”) are made by the Buyer immediately upon delivery to the Buyer or to persons designated by him. Any complaints of the Buyer will be accepted by the Seller only if they are made on time and the returned goods are not damaged and are in the same condition and the same packaging in which they were delivered.
  21. With the complaint the Buyer has the right to alternatively request the goods – subject of the complaint, to be replaced at the expense of the Seller with another one of the same type and quality, or to receive back from the Seller the paid.
  22. If the Buyer does not state their remarks within the indicated term, the delivery shall be considered approved, unless it concerns hidden defects, which could not be established upon acceptance of the goods.
  23. If the claim is justified, the Seller will replace the goods at their own expense within 14 (fourteen) days of receipt of the returned period in the form determined in accordance with these General Terms. The buyer may ask for the value of the goods instead of replacing them. 

VI. GUARANTEE

  1. The Seller is obligated to provide warranty and warranty service of the goods purchased by the Buyer in cases where they are subject to warranty service. The right to warranty service can be exercised in cases where the Buyer presents an original invoice or fiscal receipt for the product – subject to sale. 
  2. The seller does not provide any guarantees in the resale of goods. 
  3. In the event that the Buyer presents a guarantee in violation of the above, it is entirely at the expense of the Buyer and the Seller is not responsible for it. In addition, Buyer will indemnify Seller for any damages arising out of any claims, claims, claims, proceedings, damages, obligations, costs or losses of any nature (including legal costs) associated with such performance or warranty.

VII. MARKETING AND SALES POLICIES

  1. The Seller notifies the Buyer of upcoming promotions, sales and other promotional conditions at least 10 (ten) days before their start.
  2. Any advertising of the Goods, made by the Buyer through any media, will be conducted in a dignified manner, which will benefit the goodwill and reputation of the Seller, will meet the highest standards and will show the brands only in accordance with way approved by the Seller. 
  3. Buyer must send Seller copies or samples of all advertisements and promotions for approval, and Buyer agrees to withdraw advertisements or promotions that Seller deems inappropriate. 
  4. The Buyer acknowledges and agrees that all advertising and promotional materials related to the Seller’s Goods or trademarks remain the property of the Seller, who retains full and exclusive ownership of all reserved copyrights of the same. The advertising stands of the Seller received by the Buyer must be returned upon request within 30 (thirty) days, and the Seller is not obliged to substantiate its request in any way.
  5. The Seller may, at their own discretion, provide a marketing discount to offset the costs associated with the performance of the Buyer’s obligations, and details of this marketing discount, if provided, shall be communicated by the Seller to the Buyer separately, the right, in its sole discretion, to amend or terminate any such marketing rebate with sixty (60) days written notice to Buyer.
  6. Determining the Buyer’s sales and marketing strategies and sales prices for the goods is the Buyer’s responsibility. The Seller may provide the Buyer with a recommended price list, on which he recommends to sell the goods, as well as consultations regarding business processes, sales policies, procedures and systems, marketing programs and promotions. 
  7. The parties may agree on a unified marketing and advertising strategy, which should be the subject of an explicit agreement in each individual agreement. Advertising and marketing costs are agreed between the Parties for each campaign.
  8. The parties can agree on additional bonuses when a certain sales volume is reached.

VIII. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES

  1. The Buyer is responsible for obtaining all applicable regulatory approvals necessary for the Buyer to be able to offer and sell the goods. The buyer bears all costs associated with these approvals. 
  2. The Buyer should monitor the availability of the goods in their sites, shops or showrooms, and when reaching a quantity that cannot meet the usual demand for the type of goods, he must place a new order with the Seller or notify him that he will not offer more the goods.
  3. In case there is a need of consultation about the characteristics of any of the goods, the Buyer has the right to request, the Seller is obliged to provide clarifications within a reasonable time. 
  4. If, according to one of the Parties, there is a debit or credit balance, the Parties undertake to compare the accounting data at the request of that Party, but not less than once a year. The Seller will respond / send its position to the inspection reports sent by the Buyer with or without amendments. If the Buyer does not respond to the verification document sent by the Seller within 14 (fourteen) days, the Seller’s data on the document will be considered correct.
  5. All communications under the agreement and the related correspondence, requests and other statements between the Parties must be made in writing, including the electronic form. 

IX. CONSEQUENCES OF TERMINATION AND CANCELLATION OF THE AGREEMENTS 

  1. Each party has the right to unilaterally terminate the agreement in the event that the other party violates any of its provisions and fails to remedy the breach within thirty (30) days of receiving written notice of the breach.
  2. Without prejudice to the above, the Seller has the right to terminate the agreement unilaterally:
  • With 30 days’ notice to the Buyer in the cases under Art. XI.4 of the General Terms and Conditions;
  • Notice with an immediate effect, in case the Buyer assigns or tries to assign any of the rights or obligations under the agreement to a third party without the prior written consent of the Seller.
  1.  Termination or cancellation of the agreements does not release any of the parties from any obligation arising from the agreement and these General Terms and Conditions, prior to such termination including, without limitation, the Buyer ‘s obligation to purchase the goods covered by orders for delivery requested by the Buyer to the Seller; and to pay the Seller for the goods delivered or will be delivered in accordance with purchase orders accepted prior to early termination, or the Seller’s obligation to deliver the goods in accordance with the accepted orders, or to release each of the parties to its liability for breach of its obligations under the terms of the agreement, previously incurred early termination; nor will it deprive any of the parties of its right to exercise any other remedy available to them.
  2. Cancellation or termination of the agreements does not extinguish those rights and obligations of the parties, which by their nature should remain in force upon termination or termination of agreements.   
  3. Upon termination/cancellation of the agreement for any reason:
  1. All rights granted by the Seller to the Buyer shall be deemed to be immediately withdrawn, and the Buyer shall immediately pay all amounts payable and due to the Seller, and in any case within ten (10) days from the date of termination of the agreement;
  2. The Buyer shall immediately return to the Seller all confidential data, advertising and promotional materials and any other materials and documents provided to the Buyer and related to the agreement or otherwise relating to the activities of the Seller;
  3. The Seller has the opportunity, but not the obligation, to repurchase from the Buyer any of the Goods by reimbursing the Buyer the price for those Goods, provided, however, that the Seller may deduct and deduct from the repurchase price any amount, which is payable and due by the Buyer to the Seller, as well as all transport costs and duties related to the delivery of these goods to the Seller;
  4. The Seller shall not be liable to the Buyer for the lawful termination of the agreement for any damages, whether direct, subsequent or incidental, at the expense of the loss of future profits from expected sales, or due to costs, investments, leases or commitments related to activities, arising from this termination of the agreement; and
  5. If the Seller continues to deliver goods to the Buyer after the termination of the agreement, this delivery will not be construed as a refusal to terminate / cancel or as a renewal of the agreement.

X. LIABILITY

  1. In the event that the Seller notifies the Buyer that the delivered goods or part of them must be seized or otherwise withdrawn from the market, and the latter refuses or otherwise fails to do so in a timely manner, the Buyer agrees to indemnify the Seller for any losses, damages or costs, including legal costs, incurred or incurred by the Seller as a result of such inaction or refusal.
  2. The Seller shall not be liable for compensation for damages suffered by the Buyer when the execution of the order has become objectively impossible or when it is not due to the fault of the Seller.
  3. In case of a delay in the payment of the agreement price in whole or in part, the Buyer owes the Seller a penalty for delay in the amount of 0.1% (zero whole and one percent) of the unpaid amount charged for each day during which the delay occurs.
  4. In case the delay of the Buyer to pay the price under the agreement in whole or in part lasts more than 30 (thirty) calendar days, the Seller has the right to claim performance along with a penalty for delay or cancel the agreement and seek a penalty for non-performance in the amount of 20 (twenty percent) of the agreement price. In case of non-fulfillment of any other obligation of the Buyer under the agreement, other than those listed above, the latter owes the Seller a penalty in the amount of 1 (one) % of the agreement price.
  5. B All payments payable by the Buyer to the Seller for which the Parties have not set payment terms, including losses and penalties, must be paid within 15 days of the relevant request of the Seller.
  6. In the event that the actual damages and lost profits of the Seller exceed the penalties under this section, the Seller reserves the right to file a claim in the manner prescribed in these General Terms. 

XI. FORCE MAJOR CIRCUMSTANCES

  1. Each party is released from liability for full or partial non-performance of the agreement if it is due to force majeure, for which it has sent a written notice to the other party, describing the reasons for this.
  2. The party whose non-performance is due to force majeure is obliged to notify the other party within 3 (three) working days from the date on which the force majeure occurred, presenting a certificate of force majeure issued by the Bulgarian Trade and Industry chamber.
  3. The term for fulfillment of the obligation of the party is extended accordingly for the period during which these circumstances continue.
  4. In the event that force majeure lasts more than three (3) months, each party has the right to terminate the agreement by notifying the other party in writing.

XII. INTELLECTUAL PROPERTY RIGHTS

  1. With the agreement and the general terms and conditions, the Seller and its counterparties do not assign to the Buyer any rights to trademarks, patents, designs and all other intellectual property rights in any form. 

XIII. CONFIDENTIALITY

  1. The parties are obliged to treat the information received during or on the occasion of the conclusion or performance of the agreements, under the conditions of strict confidentiality. Any unauthorized disclosure of confidential information, including but not limited to trade information, trade secrets, price proposals, trade practices and plans, know-how, as well as any other information directly related to the trading activities of the Parties, shall be considered a breach of obligation for confidentiality and grounds for termination of the agreements, as the defective party will owe to the correct party compensation in the amount of damages and lost profits. 

XIV. PERSONAL DATA PROTECTION

  1.  The parties are obligated to process personal data of customers, business partners and their employees in accordance with the requirements of Bulgarian and European legislation, and should make all necessary efforts and apply measures necessary for the appropriate and secure processing and protection of personal data.

XV. APPLICABLE LAW AND JURISDICTION

  1. The contractual relationship between the Seller and the Buyer to which these general terms and conditions apply is governed by Italian law. In particular, the Parties exclude the application of the United Nations Convention on Agreements for the International Sale of Goods (CISG).
  2. Any dispute, concerning the existence and operation of the General Terms and Conditions and the Treaties, including disputes and disagreements as to the validity, interpretation, termination, performance or non-performance, shall be submitted to the Vienna International Arbitral Center (VIAC) with a sole arbitrator, specified by the Seller.