GENERAL TERMS AND CONDITIONS OF SALE

(“Conditions”)

1.    SUBJECT AND APPLICATION

Scope of application. These Conditions apply to the sale of all products however offered by CTS S.r.l. (Conservation & Archival Business Unit), with registered office at Via Piave 20/22, 36077 Altavilla Vicentina (VI), Italy (“CTS”) via the CTS online portal - as of the date of preparation of these Terms and Conditions which can be reached at the following link: www.ctsconservation.com (“Portal” and the products marketed through it, “Products”) - to users of that Portal (“Customer(s)”). For the purposes of these Terms and Conditions, “Consumer(s)” shall mean any natural person who purchases Products via the Portal for purposes not related to his or her professional activity. On the other hand, “Professional(s)” shall mean any user not falling within the definition of “consumer” under Art. 3 of Italian Legislative Decree No. 206 of 6 September 2005 as amended. These Terms and Conditions do not apply to existing customers of CTS or customers who have entered into an agreement with CTS outside the Portal (e.g. through agents or directly with CTS's sales department), to whom the separate terms and conditions of supply agreed with CTS shall continue to apply.

1.1. Acceptance. By ordering Products via the Portal, the Customer confirms that he or she knows and accepts these Terms and Conditions and is aware of his or her rights. In particular, the Consumer declares that he or she is aware of the right of withdrawal as set out in Article 4 below.

2.    INFORMATION FOR THE PURPOSE OF THE CONCLUSION OF THE CONTRACT

2.1. In compliance with Article 13 of Italian Legislative Decree No. 70/2003 containing certain provisions on electronic commerce, CTS informs the Customer that:

2.1.1.  after accessing the Portal, in order to purchase one or more Products, the Customer will have to select the individual Products and click "Add to Cart" to add each individual Product to his or her cart, then access the "Shopping Cart" area (by clicking on the appropriate icon) where he or she will find the list of Products that make up the purchase order ("Order") and will be able to proceed with the purchase by clicking on the "Check-out" icon; after the registration step, the Customer will be able to confirm the Order by clicking on the appropriate "[●]" button;

2.1.2.  any errors can be identified and corrected by the Customer before confirming the Order by viewing the Products in the shopping cart;

2.1.3.  once the Order has been registered and confirmation of the validity of the means of payment used has been received, subject to the provisions of article 3 below, CTS will send the Customer - to the email address indicated - a summary of the Order being prepared for delivery ("Order Confirmation") containing: [the Order number; a list of the Products, an indication of the total price, the costs and methods of delivery, as well as any additional costs or commissions; a link to the page of these Terms and Conditions] Only upon receipt of the Order Confirmation by the Customer shall the purchase contract, governed by these Terms and Conditions (“Contract”), be concluded.

2.1.4.  the Order will be stored in the CTS database for the time necessary to fulfil it and, in any case, within the terms of the law. The Order history will appear in the Customer's personal section on the Portal.

3.    CONDITIONS OF SUPPLY

3.1. Orders. Every Customer, after registering on the Portal, may send an Order to CTS according to the procedure set forth in Article 2 above. The minimum charge for placing an Order shall be 50 (fifty) Euro (to which VAT shall be added, calculated at the applicable statutory rate).

3.2. Order Confirmations. CTS reserves the right to refuse Orders at its sole discretion, by way of example for reasons of stock shortage or non-availability, for whatever reason, of the Products, application of legal requirements or fulfilment of authority orders, force majeure. It is understood that CTS may also accept the Order in part, i.e. only for some of the Products included therein. Cases of partial or total unavailability of Products may also occur after the Order Confirmation has been sent by CTS. In these eventualities, the Order will be automatically corrected with the deletion of the Product, or Products, ordered and found to be unavailable and the Customer will be contacted by CTS customer service to evaluate the replacement of the unavailable Products or the refund of the price. Payments made by the Customer for unavailable Products will be refunded by CTS according to these Terms and Conditions.

3.3. Amendments and cancellations of Orders. Once the Customer has confirmed the Order, it shall be deemed irrevocable. Requests for amendment or cancellation of the Order may be considered by CTS if the request is sent by regular mail or e-mail and is received by CTS no later than 8 (eight) days from the Order sending date. It is understood that CTS reserves the right not to accept requests to amend or cancel the Order after it has been sent. In particular, Orders that have already been prepared for shipment and Orders for customised Products shall not be amended or cancelled.

3.4. Prices. The price of the Products is that indicated on the Portal at the time of the Order and, unless otherwise indicated, is to be understood as not including VAT and shipping costs. The price of the Products is indicated in Euro and is also available in CHF for Swiss customers only. CTS has the right to change prices at any time by updating the Portal and without giving any notice to the Customer. Any changes will not apply to Orders already placed, to which the prices applicable at the time the Order was placed will continue to apply.

3.5. Payment Terms. The price will be charged according to the payment instrument chosen by the Customer on the Portal, at the time of Order Confirmation by CTS. Shipping costs will be charged, if the Customer has not reached the threshold referred to in Article 3.4 above, according to the payment instrument chosen by the Customer on the Portal.

3.6. Shipment of Products. CTS undertakes to ship the Products without delay. The expected dispatch and/or delivery date is indicated in the Order Confirmation and is normally between 7 (seven) and 10 (ten) days after the Order Confirmation has been sent. The shipping and/or delivery date indicated is merely indicative and may be subject to change.

3.7. Information provided by the customer. The Customer is responsible for the accuracy of the data provided for the delivery of the Products and for the handling of payments. CTS shall not be liable for delays or non-deliveries where this is due to an error in the data provided by the Customer. In this case, any new delivery attempts may be charged to the Customer.

3.8. Product Features. If required, the product is accompanied by a data sheet explaining its main characteristics (“Technical Data Sheet”). The images of the Products on the Portal are generally faithful, but it is possible that they may have changed in appearance and that the online photo may not reflect these updates. CTS reserves the right to make any changes to the Products that are necessary or appropriate due to new legal provisions or to improve the quality of the Products, even after the Order Confirmation has been sent, without prejudice to the intended use and essential characteristics indicated in the Technical Data Sheet.

4.    RIGHT OF WITHDRAWAL - EXCLUSION

4.1. Consumer's right of withdrawal. Sales contracts concluded between CTS and the Consumer through the Portal are considered remote contracts within the meaning of Italian Legislative Decree no. 206/2005 (“Consumer Code”). Article 52 of the Consumer Code provides for the consumer's right to withdraw from the contract within 14 days of receiving the Products. In the case of successive deliveries of Products included in the same Order, the 14-day period shall run from the time of delivery of the last Products included in the Order. This right only applies if the Customer is a Consumer within the meaning of these Terms and Conditions and the Consumer Code.

4.2. EXCLUSION OF THE RIGHT OF WITHDRAWAL IN VIEW OF THE NATURE OF SOME OF THE PRODUCTS SOLD THROUGH THE PORTAL, THE CONSUMER'S RIGHT OF WITHDRAWAL IS EXCLUDED. IN PARTICULAR, THE RIGHT OF WITHDRAWAL REMAINS EXCLUDED FOR ALL CUSTOM-MADE OR CLEARLY PERSONALISED PRODUCTS AS PROVIDED FOR IN ART. 59 (1) (C) OF THE CONSUMER CODE.

4.3. How to exercise the right of withdrawal In those cases where the right of withdrawal is not excluded under Article 4.2 above, the Consumer may exercise the right of withdrawal by using the appropriate section on the Portal, or by any different means specified on the Portal itself, explicitly declaring this intention, within the time limit set out in this Article 4. Such notification must include sufficient information to correctly identify the Order and the Products subject to the right of withdrawal.

4.4. Conditions of the right of withdrawal - the Consumer’s obligations. In cases where the right of withdrawal is not excluded under Article 4.2 above, the exercise of the right of withdrawal is in any case only possible with reference to intact Products, perfectly preserved, in their original packaging, which must not be in any way damaged or tampered with in any part (e.g. seals, packaging, label). The Consumer is obliged to return the Products following CTS's instructions and, in any case, using transport methods that are suitable so as not to damage them and to preserve their characteristics (e.g. using the original packaging). Unless otherwise agreed with CTS, the Consumer shall return the goods within 14 (fourteen) days after exercising the right of withdrawal. The Consumer shall return the Products sealed and undamaged, in their original packaging, and shall be liable for any reduction in their value due to damage or tampering by the Consumer.

4.5. Obligations of CTS in the event of withdrawal. If the right of withdrawal is exercised, CTS shall reimburse the costs incurred by the Consumer for the Products, including standard shipping costs (while any additional costs incurred for delivery shall be borne by the Customer, if available and the Consumer has chosen an option other than the standard/cheapest type of delivery offered by CTS via the Portal). Such return shall take place through the same means of payment used by the Consumer for the initial transaction, within 14 (fourteen) days after CTS has been informed of the exercise of the right of withdrawal by the Consumer. CTS may withhold the refund until it receives and has an opportunity to inspect the Products.

4.6. Return of Products. In the event that the right of withdrawal is exercised, the Customer shall handle the return of the Products for which the right of withdrawal has been exercised at his or her own expense.

5.    WARRANTY APPLICABLE TO B2B CONTRACTS

5.1. Description of the warranty. CTS warrants that the Products delivered correspond to the specifications set out in the Technical Data Sheet and are and comply with the Order, except as provided for in these Conditions. This warranty applies to Contracts concluded with Professionals and concerns defects or non-conformities present at the time of delivery of the Products.

5.2. Exercise of the warranty right. The Professional must notify CTS of the defect or lack of conformity within 2 (two) days of delivery, under penalty of forfeiture of the right to benefit from the warranty. The Professional is obliged to provide full information about the defect, as well as appropriate documentation to prove it.

5.3. Remedies. In the event that a defect or lack of conformity effectively falls under the application of this warranty, CTS may, at its sole discretion, (i) replace the defective or non-conforming Products at its own expense, without undue delay; or (ii) offer a price reduction proportional to the decrease in value in connection with the defect or lack of conformity; or (iii) terminate the Contract and refund the price paid by the Professional. In the latter case, CTS, at its sole discretion, may not take back the Products under warranty and ask the Professional to dispose of them.

6.    LEGAL WARRANTY APPLICABLE TO B2C CONTRACTS

6.1. Description of the warranty. CTS warrants that the Products delivered correspond to the specifications set out in the Technical Data Sheet and are and comply with the Order, except as provided for in these Conditions. This warranty applies to Contracts concluded with Consumers and concerns defects or non-conformities present at the time of delivery of the Products and manifesting themselves within 2 (two) years from such delivery. Any methods or recommendations for use included in the Technical Data Sheet are merely indicative and are not the subject of this warranty.

6.2. Exercise of the warranty right. The Consumer must notify CTS of the defect or lack of conformity within 2 (two) months of its discovery, under penalty of forfeiture of the right to benefit from the warranty. The Consumer is obliged to provide full information about the defect, as well as appropriate documentation to prove it.

6.3. Remedies in favour of the Consumer. In the event that a defect or non-conformity effectively falls under the application of this warranty, CTS will replace the defective or non-conforming Products at its own expense, without undue delay. In the event that replacement is not possible (e.g. because the Product is no longer available), the Consumer may demand a price reduction or termination of the Contract - unless the defect and/or lack of conformity is minor (e.g. aesthetic defect in the packaging).

7.    FORCE MAJEURE

7.1. Force majeure events. For the purposes of these Conditions “Force Majeure Events” shall mean strikes, labour unrest, lock-outs, fire, shortage or absence of raw materials, compliance with governmental laws, orders or regulations (whether valid or not), insurrection, state of war or similar acts, natural elements, embargoes, epidemics and pandemics, Internet and/or telecommunications network malfunctions, adverse weather conditions and/or otherwise posing a risk to the proper storage of the Product during shipment, and any other cause beyond the reasonable control of CTS.

7.2. Consequences of the occurrence of a force majeure event. CTS shall not be liable for non-performance and/or delay in performance of its obligations under the Contract if such non-performance or delay is due to a Force Majeure Event. If a Force Majeure Event occurs, CTS shall notify the Customer in writing, indicating the possible duration of the delay and/or the impossibility of performance.

8.    PROCESSING OF PERSONAL DATA

8.1. Legislative references. CTS processes customers' personal data in accordance with applicable laws and regulations, in particular Reg. EU 679/2016 (General Data Protection Regulation - GDPR) and Italian Legislative Decree 196/2003 (Personal Data Protection Code), as amended. Complete information regarding the processing of personal data can be found in the CTS privacy policy, accessible on the Portal.

9.    DISPUTE RESOLUTION

9.1. Applicable law. These Conditions, the Contract and the supply of Products by CTS to Customers are governed by Italian law, with the express exclusion of the application of the Vienna Convention on Contracts for the International Sale of Goods of 1980.

9.2. Jurisdiction for disputes with Professionals. Any dispute between CTS and the Professionals in relation to the Conditions and the Contracts governed by them shall fall under the exclusive jurisdiction of the Court of Vicenza. As a partial exception to the foregoing, CTS shall be entitled, at its own discretion, to bring an action before the court of the place where the Professional has his or her registered office or place of business.

9.3. Jurisdiction for disputes with Consumers. Pursuant to Article 66bis of the Consumer Code, any disputes between CTS and Consumers relating to the fulfilment of the obligations set forth in these Terms and Conditions and/or the Contract, as well as their interpretation and other disputes concerning the relationship between CTS and the Consumer for the supply of the Products, shall be settled by the Court of the place of residence of the Consumer, if located in the Italian territory.

9.4. ODR platform. Pursuant to Article 14 of Regulation 524/2013, Consumers are informed that the European Commission has set up an online platform for the resolution of disputes arising from the purchase of goods online (Online Dispute Resolution - ODR), which can be found at the following link: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.

Through this platform, the consumer can consult the list of ODR organisations, their contact details and initiate an online dispute resolution procedure.

10.UPDATES AND MODIFICATIONS

10.1.            Effectiveness. Any updates or amendments to these Terms and Conditions shall apply exclusively to Orders placed by the Customer after the update and/or amendment has been published on the Portal. Any Orders not confirmed at the time of such publication shall be governed by the version of the Terms and Conditions published at the time each Order was placed by the Customer. In order to facilitate the identification of the applicable version, the Conditions always state the date of the last amendment at the bottom.

11.FINAL PROVISIONS

11.1.            Partial nullity. In the event that one or more of the provisions of these Terms and Conditions should prove to be contrary to mandatory statutory provisions, or in any event should be declared null and void, they shall be deemed superseded by the mandatory statutory provisions or, in other cases of nullity, shall be reformulated by the parties in order to eliminate the cause of nullity while reflecting as closely as possible the original spirit of the provision. The invalidity of one or more of the provisions of these Conditions does not entail the invalidity of the remaining provisions.

11.2.            Tolerance. Any delay and/or inertia of a party in exercising even a part of the powers and/or rights provided for in its favour under these Terms and Conditions or any tolerance by either party of conduct by the other in breach of the provisions contained herein shall not constitute a total or partial waiver of such powers and/or rights nor of the right to demand the exact fulfilment of the provisions breached.

Date of last amendment: [●]

 

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the following provisions are specifically examined and approved:

1.3 (applicable legislation); 4 and 5 (warranty); 7 (force majeure); 9.2 (jurisdiction)