B2B General Terms and Conditions of Sale
T.L.P. COMPANY COOPERATIVA is a company incorporated under Italian law, with registered office in Naples (NA), via E. Gianturco 92 - cap 80146, registered with the Register of Companies of the Chamber of Commerce of Naples, with REA Number: NA-866408 and VAT number IT07182781216
T.L.P. COMPANY COOPERATIVA owns the registered trademark TULIPANO which distinguishes most of the products sold as well as others owned by third parties.
T.L.P. COMPANY CO-OPERATIVE through the website www.tulipanob2b.com it sells footwear, bags and fashion accessories exclusively in wholesale mode.
The online sales service provided by T.L.P. COOPERATIVE COMPANY, as defined below, is subject to the application of the following General Terms and Conditions of Sale online (hereinafter referred to as "General Conditions"), subsequent amendments and any other regulations published on the website www.tulipanob2b.com, in accordance with the legislation in subject of Electronic Commerce, Legislative Decree n. 70/2003.
Each order sent to T.L.P. COMPANY CO-OPERATIVE through the website www.tulipanob2b.com assumes the knowledge and full acceptance of these General Conditions, accessible on the page http://www.tulipanob2b.com/it/content/3-termini-e-condizioni-di- use, printable and can be saved at any time.
By accepting these General Conditions, the Reseller undertakes to carefully read the clauses indicated below, which will be specifically signed in order to confirm that they have fully understood them:
- Transfer of risk and delivery of the product (Article 13);
- Right of withdrawal (Article 14);
- Legal guarantee of sale (art. 16);
- Limitation of the liability of T.L.P. COOPERATIVE SOCIETY (Article 17);
- Applicable law (art. 28);
- Jurisdiction (Article 29).
1. Object of the contract
These General Conditions govern the wholesale online sales contract between T.L.P. COOPERATIVE COMPANY and the Reseller (hereinafter referred to as "Reseller"), of the products offered for sale on the website www.tulipanob2b.com (hereinafter referred to as "website").
The sales contract is perfected through the internet, using telematic tools made available by T.L.P. COOPERATIVE COMPANY, through the realization of a purchase order carried out according to the procedure provided by these General Conditions.
2. Pre-contractual information
- The products available on the website are illustrated and described in the information sheets of each individual product.
- At the time the order is sent, the Reseller must refer exclusively to the description of the products present on these cards, where the relative purchase price will also be indicated, which does not include taxes (V.A.T.). The V.A.T. is calculated on the invoice and added to determine the total amount in euros of the order.
- Orders are made at the price in effect indicated and that is a price to be intended ex warehouse of the T.L.P. COOPERATIVE SOCIETY of the different sites throughout Italy, plus shipping costs, however displayed at the time of purchase and commensurate with the final destination. The prices therefore do not include any duties applied by third countries to import if the destination is outside the Italian or European territory, nor ancillary costs for customs procedures.
- Before the conclusion of the contract, which implies the obligation to pay the price of the ordered products, the Dealer is informed about:
- 1. payment methods;
- 2. the shipping costs of the purchased products and any other possible accessory charges;
- 3. delivery times for products;
- 4. the terms, conditions and procedures for exercising the right of withdrawal;
- 5. the costs for returning the products in case of exercise of the right of withdrawal;
- 6. the legal guarantee of sale;
- 7. the conditions of after-sales assistance of T.L.P. Cooperative Society.
3. Website usability
The reseller has the right to access the website for the consultation and purchase of the products.
4. Availability of the website.
T.L.P. COMPANY COOPERATIVA reserves the right to modify, limit or suspend, at any time and for technical reasons, the functionality of the website.
5. Registration on the website by the customer.
In order to view the prices and purchase one or more products of T.L.P. COOPERATIVE COMPANY, the Dealer must register on the website and create an account.
Upon registration, the Reseller must provide the name and surname of the natural person who is registering, together with an email address and a password, as well as a company name, VAT number and registered office address. At the end of the registration T.L.P. COMPANY COOPERATIVA will send a confirmation communication with the request of the following documents:
1. Copy of the VAT registration certificate
2. Copy of the certificate of registration to the chamber of commerce
The Reseller must send these documents to the e-mail address firstname.lastname@example.org.
It is possible to attach this documentation in the form of attachments even during the registration phase.
It is strictly necessary that the information indicated during registration by the Dealer is correct and truthful. Should such information be subject to variations, the Dealer must promptly update them.
All information entered will be associated with the Reseller's account and will be kept in full compliance with the current privacy legislation.
The Reseller will receive confirmation of registration within a maximum of 2 working days from receipt of the requested documents as above.
Warning! Only merchants who have registered on the site with their own account will be able to view product prices and place an order.
6. Conclusion and effectiveness of the contract
The sales contract is concluded exclusively through the website, with the dispatch by T.L.P. COOPERATIVE COMPANY to confirm the order to the Retailer.
Before placing an order, the Dealer must carefully read the description of each individual product selected. Each selected and selected product will then be visible in the "Cart". The Reseller may modify the content at any time, before sending the order to T.L.P. Cooperative Society.
To complete the order and validly conclude the contract, the Retailer must click on "Proceed with the order".
Within the personal account, already at the time of registration, the Dealer will have provided the delivery address, the billing data if different from the delivery ones.
Subsequently the data necessary for payment must be indicated up to having to click on "Finish the order and authorize the payment".
T.L.P. COMPANY COOPERATIVA reserves the right to refuse orders if:
- incomplete or incorrect personal information has been provided;
- the natural person who has registered the account is under the age of 18 or does not have the full capacity to act and enter into the contract;
- there have been exceptional circumstances that have forced T.L.P. COOPERATIVE COMPANY not to accept the order.
The confirmation of the order will take place by sending a communication from T.L.P. COOPERATIVE COMPANY, which will contain the summary of the order placed by the Dealer.
In a second moment the Dealer will receive the communication with the details of the carrier who will handle the shipment.
7. Product Availability
T.L.P. COMPANY COOPERATIVA assures the Retailer a quick processing of the order, immediately communicating the delivery times.
The presence of the products on the website is merely indicative, given that the products are available within the limits of the stock.
In the event of partial or total unavailability of the products following the sending of the order confirmation, T.L.P. COMPANY COOPERATIVA will inform the Dealer without delay, providing for the immediate modification of the order, without charging any amount to the Dealer's account in relation to unavailable products.
The price of the products on the website is expressed in Euro.
Shipping costs are not included in the price, but are indicated and calculated at the time the order is prepared by the retailer, before payment.
T.L.P. COMPANY COOPERATIVA reserves the right to change the price of the products for any reason.
Therefore, the Reseller must pay attention to the price of the products chosen at the time the order is sent to T.L.P. Cooperative Society.
It is understood that any change in the price of the products on the website will not affect orders already confirmed.
In the event that the price may undergo substantial and significant changes, caused by a technical or other error, capable of making it manifestly excessive or ridiculous, T.L.P. COMPANY COOPERATIVA will immediately cancel and refund the amount paid by the Dealer without delay.
9. Payment methods
Installment payments are not allowed on the tulipanob2b website. The following payment methods are possible:
A) Bank transfer;
B) Credit or debit cards of various banking circuits;
D) Payment on delivery;
· If the customer has chosen to make the payment by bank transfer, he will find on the order confirmation the information needed to make the payment with the bank details of the beneficiary T.L.P. Cooperative Society . The order will be prepared as soon as the transfer has been received from the beneficiary.
· If the Customer has chosen to make the payment with the credit cards available and indicated on-line, the payment must be made when the purchase order is forwarded. With regards to credit card payments, the site uses PayPal, which is one of the world's largest online payment gateway.
· Through PayPal you can make payments with all the most used credit cards, debit and prepaid cards of Visa, Visa Electron, PostePay, Mastercard, American Express, Carta Aura, with funds from your account if you already have a PayPal account and with the PayPal card.
· If the credit card issuer refuses for any reason by not authorizing or validating the payment, in such circumstances, T.L.P. COMPANY COOPERATIVA is not responsible for delays or failure to deliver the ordered products.
· In the absence of information necessary to complete the payment T.L.P. COMPANY COOPERATIVA reserves the right to automatically cancel the order.
· At no time during the purchase procedure T.L.P. SOCIETA COOPERATIVA is able to know the information related to the credit card and the credit card number of the purchaser or the financial, patrimonial and personal information of the Customer. This is in fact transmitted via a secure connection directly to the portal of the bank or financial company at the time of confirmation by the Customer. The T.L.P. COMPANY COOPERATIVE therefore in no case is responsible and can be held responsible for any fraudulent or illegal use of credit cards that can be made by third parties during the purchase and payment of products.
· If the Customer has chosen to purchase through the Paypal payment methods, he, at the end of the order, is directed to the Paypal login page. The amount relating to the order is debited to the Paypal account at the time the order is acquired. In case of cancellation of the order that is operated by the Customer or that is not accepted by T.L.P. COOPERATIVE COMPANY, the amount will be refunded to the Customer's Paypal account.
· If the Customer has chosen to purchase through the cash-on-payment method, the cost of this service of 4 € will be charged. Cash on delivery cannot be used for orders over € 2999.99. Upon delivery, the Customer must pay the courier the exact amount of the order as the courier cannot give change. Cash only.
· If the Customer cancels an order with credit card payment, bank transfer or Paypal, T.L.P. COMPANY COOPERATIVA will carry out the re-credit according to the same modalities chosen by the Customer which cannot request a variation of the same.
· The tulipanob2b site is secure, it uses SSL protocols. In the address bar you can see the padlock that confirms that the site is internationally certified.
· Security is guaranteed by the advanced technology used for encrypting data on secure SSL servers.
· Always make sure that you are browsing protected pages by looking at the address bar of the browser that should always bear the padlock and each URL must always start with https: // both when you are on tulipanob2b.com and when you are on PayPal for payment.
10. Shipping and delivery
T.L.P. COMPANY CO-OPERATIVE accepts orders with delivery in the Italian, European and worldwide territory.
The shipment and delivery of the products will take place by express couriers, specifically the one indicated on the site at the time of the order.
Depending on the type of shipment chosen, delivery will take place:
- within 48/72 h
The shipping fee, to be added to the price of the purchased products, is automatically calculated by the system.
Delivery will be considered to have taken place when the Reseller, or any third party designated, will physically receive the products at the address indicated in the order sent.
The receipt of the products will be proven by signing the delivery receipt, at the address indicated in the order.
T.L.P. COMPANY COOPERATIVA undertakes to carry out the delivery by the date indicated in the order confirmation.
In the event that delays should occur, T.L.P. COMPANY COOPERATIVA will promptly notify the Dealer, who may alternatively request a new delivery date or cancel the order.
In case of cancellation of the order, T.L.P. COMPANY COOPERATIVA will reimburse the Dealer for the entire amount paid.
Deliveries are not made on Saturdays and Sundays.
11. Impossibility of delivery
In the event that it is not possible to deliver the products, for reasons attributable to the Dealer, the courier designated by T.L.P. COMPANY COOPERATIVE will leave a notice with the indication of the place of deposit, the methods for collection or for a new delivery.
The Dealer may contact T.L.P. COOPERATIVE SOCIETY to agree on further and different methods.
The Dealer must provide for the payment of additional costs due to the non-delivery attributable to the same.
If 30 days after the conclusion of the contract the products have not been delivered or picked up by the Dealer, the contract will be considered terminated for reasons attributable to the Dealer.
In this case T.L.P. COMPANY COOPERATIVA will return the amount paid by the Dealer only if the products are still in a marketable condition.
Additional shipping costs, downtime and delivery for collection of undelivered products will be charged to the Reseller.
13. Transfer of risk and delivery of the product
The Reseller assumes the risk of loss or damage to the products when he or a third party designated and different from the carrier enters into physical possession of the products.
Upon delivery, the Reseller assumes the obligation to verify the exact quantity and quality of the products: any claims for damage resulting from transport, tampering with the packaging or for shortages of goods, must be communicated to the carrier at the time of delivery, with written confirmation to the address email@example.com within 8 days from receipt of the products.
14. Right of withdrawal
The Reseller can withdraw from the contract, within 14 days from the receipt of the products, without any penalty and without specifying the reason.
In order to exercise the right of withdrawal, the Retailer must send, within 14 days of delivery, a communication to T.L.P. COOPERATIVE SOCIETY, at the email address firstname.lastname@example.org, clearly indicating its intention to withdraw. To meet the deadline, it is sufficient that the communication is sent before the expiry of this period.
T.L.P. COMPANY COOPERATIVE will verify the regularity of the modalities of the exercise of the right of withdrawal and, in case of a positive outcome, will provide the Dealer with the details for the redelivery. In the absence of such communication the Dealer will not be able to return the products.
The return of the products by the retailer must take place within 7 days from the dispatch of the aforementioned communication.
The shipping cost for returning the products will be charged to the Reseller.
T.L.P. COMPANY COOPERATIVE, within 14 days from the exercise of the right of withdrawal, will reimburse the Retailer for the entire amount paid for the purchase of the products for which the right of withdrawal has been exercised.
The reimbursement will take place with the same methods used by the Dealer to make the payment.
T.L.P. COMPANY COOPERATIVA reserves the right to suspend the reimbursement until receipt of the products for which the Reseller has exercised the right of withdrawal and after having assessed the conditions of integrity and saleability. In the event of a positive outcome T.L.P. COMPANY COOPERATIVA will inform the Reseller of the right to reimbursement of the amount paid.
15. Product Replacement
Except as provided in the previous article, the Retailer may, if he wishes, replace the purchased products, within 8 days of delivery, by contacting T.L.P. COOPERATIVE COMPANY at the email address email@example.com
T.L.P. COMPANY COOPERATIVA will provide the retailer with the details for the return of the products.
The shipping cost in case of product replacement is the responsibility of the Reseller.
The products, with all their original contents, must be packed with the original cartons so as to avoid damage and be sent to T.L.P. Cooperative Society.
T.L.P. COMPANY COOPERATIVA reserves the right to suspend the authorization of the change until receipt of the product, in order to verify the conditions of integrity and saleability.
16. Returned goods
T.L.P. COMPANY COOPERATIVA guarantees the Retailer that the products delivered comply with the contract and are free from defects.
The Dealer having discovered any defects in the goods must notify it within 8 days of the discovery of the defect.
The products comply with the Contract if they comply with the description provided and possess the qualities presented in the data sheets on the website.
Once the products have been received, the Dealer must verify compliance.
In the event that the Retailer realizes that the products received are defective or do not comply with the provisions of the order confirmed by T.L.P. COMPANY CO-OPERATIVE or by these General Conditions, it must immediately notify its email address firstname.lastname@example.org
T.L.P. COMPANY COOPERATIVA will provide the Reseller with the necessary information in order to be able to return the products. This communication does not in any way constitute recognition of the lack of conformity reported by the Dealer.
Once received, T.L.P. COMPANY COOPERATIVE will examine the products and notify the Reseller of the outcome of the verification.
In the event that the products are not found to be defective in any way, these will be returned to the Retailer's availability.
Otherwise, the Dealer may alternatively decide whether to request replacement or return of the amount paid.
The reimbursement and / or replacement of the products will be made within 14 days from the date on which confirmation is sent by T.L.P. COOPERATIVE COMPANY concerning the outcome of the verification of the lack of conformity.
In the event of a refund, the delivery and return costs will be borne by the Dealer. The refund will be made through the payment method used to make the purchase.
17. Limitation of the liability of T.L.P. Cooperative Society
T.L.P. COMPANY COOPERATIVA will not be liable for losses, direct or indirect, and for lost profits that are not a consequence of the violation of these General Conditions or that derive from unforeseeable circumstances or causes of force majeure.
The responsibility of T.L.P. COMPANY COOPERATIVE will in any case be limited to a maximum amount equal to the value of the confirmed order.
The website may contain links to websites or third-party resources. These are third-party services of which T.L.P. COOPERATIVE SOCIETY is not responsible.
T.L.P. COMPANY COOPERATIVA will do its utmost to ensure the continued availability and accessibility of the website, which, however, may be limited, without any liability on the part of T.L.P. COOPERATIVE COMPANY, due to the nature of the Internet, to guarantee the capacity, security or integrity of the servers or to perform maintenance operations.
18. Dealer's Obligations
By accepting these General Conditions, the Dealer undertakes to:
• comply with all the obligations deriving from these General Conditions and from the applicable laws;
• provide correct and truthful information;
• pay the price of the products purchased, in favor of T.L.P. COOPERATIVE COMPANY, in the terms indicated;
• keep, preserve and use the products according to the precautions and minimum precautions indicated by T.L.P. COOPERATIVE SOCIETY, in addition to those necessary relating to the nature of the products themselves;
• indemnify and hold harmless T.L.P. COOPERATIVE COMPANY from any liability, cost or expense, including legal fees, arising from violations of these General Conditions.
19. Data Protection, Spam, Cookies Usage Security System
T.L.P. SOCIETà COOPERATIVA ensures the respect of the protection of personal data and any other information provided by the Reseller.
Personal data and any other information provided by the Reseller will be treated in accordance with the provisions of the Reg. EU 2016/679.
20. Complaints - Communications - Information
For any information or complaint and for any communication relating to these General Conditions, the Dealer must apply exclusively to T.L.P. COOPERATIVE COMPANY at the email address email@example.com
The Dealer may contact T.L.P. COOPERATIVE COMPANY also by phone at +39 380 6860975.
Under the applicable legislation, T.L.P. COMPANY COOPERATIVA will inform the Retailer via electronic communications (via email to the address provided or via the account of the Retailer). This mode of communication is accepted by the Dealer.
21. Intellectual property
T.L.P. COMPANY COOPERATIVA is the owner of the trademark "TULIPANO", duly registered with the competent Offices, including the domain name www.tulipanob2b.com.
All contents, images, representations and illustrations, sounds, graphics on the website are and remain the exclusive property of T.L.P. Cooperative Society.
Without the written consent of T.L.P. COOPERATIVE COMPANY it is not allowed to modify, reproduce, publish and transfer to third parties any trademark rights and any other intellectual property of T.L.P. Cooperative Society .
22. Transfer of the Contract
The Reseller will not be able to transfer or assign the contract and the rights or obligations deriving from it, without the written consent of T.L.P. Cooperative Society .
T.L.P. COMPANY COOPERATIVA reserves the right to freely dispose of the contract and the rights or obligations deriving from it. These transfers do not preclude the rights of the Reseller and will in no way diminish the guarantees and responsibilities offered by T.L.P. Cooperative Society .
The possible tolerance by T.L.P. COOPERATIVE COMPANY of the non-fulfillment, even partial, of the Dealer, in violation of these General Conditions, does not constitute a waiver of the rights deriving from the violated provisions or the right to demand the correct fulfillment of all the conditions provided by the contract.
24. Modification of the General Conditions
T.L.P. COMPANY COOPERATIVA reserves the right to modify these General Conditions at any time, in compliance with current legislation.
The changes will be communicated to the Dealer with appropriate forms and timing.
The Reseller will always be able to refuse such modifications, even canceling his account, as long as the previously concluded contracts are executed.
The use of the website after the effective date of the changes entails their total acceptance.
25. Ineffectiveness of individual clauses
In the event that any of the clauses of these General Conditions is not valid, loses its validity, or becomes non-binding, the other clauses envisaged in these General Conditions will continue to be valid.
26. Method of archiving the Contract
Each order confirmation sent to the Retailer will be kept in digital format, at the T.L.P. COOPERATIVE COMPANY, in compliance with the provisions of EU Reg. 2016/679.
The original text in Italian of these General Conditions may have been translated into other languages. The translated version is unofficial and has no legal value, prepared for the sole purpose of facilitating its understanding by foreign subjects.
In the event of disputes or inconsistencies, the Italian version will prevail
28. Applicable law
Relations between T.L.P. COMPANY COOPERATIVA and the Retailer are regulated exclusively by Italian law.
Any dispute that does not find a friendly solution will be subject to the non-exclusive jurisdiction of the Court of Naples.
With a view to an amicable solution to the disputes, the Dealer is invited to contact T.L.P. COOPERATIVE SOCIETY to submit any problematic issues, before undertaking judicial initiatives.
The undersigned declares to have read, examined and understood well, pursuant to art. 1341 cod. civ. and 1342 cod. civ., the following clauses:
- Passing of risk (Article 13);
- Right of withdrawal (Article 14);
- Legal guarantee of sale (art. 16);
- Limitation of the liability of T.L.P. COOPERATIVE SOCIETY (Article 17);
- Applicable law (art. 28);
- Jurisdiction (Article 29).
for the purposes and within the limits permitted by the Law of 2 December 2016, n. 242.