SALES TERMS AND CONDITIONS

THE TERM ‘BUYER’ MEANS THE SBJECT IDENTIFIED ON THE HEADING OF THE PROPOSED PURCHASE ORDER (P.P.O.). PLEASE READ THESE TERMS AND CONDITIONS OF SALE (“TERMS”) VERY CAREFULLY. BY SUBMITTING THE P.P.O.(s) THE BUYER EXPRESSLY ACCEPTS THE FOLLOWING TERMS. ALL SALES ARE SUBJECT TO, AND EXPRESSLY CONDITIONED UPON, THESE TERMS. NO VARIATION OF THESE TERMS WILL BE BINDING UPON VALENTI & C SRL (“VALENTI”) UNLESS, AND TO THE LIMITED EXTENT, EXPRESSLY AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF VALENTI, AND THESE TERMS SHALL PREVAIL OVER ANY TERMS OF BUSINESS CONTAINED IN THE BUYER’S DOCUMENTATION.

1. General terms

1.1. All sales by VALENTI of clothes, apparel, bags, accessories and/or any other item will be subject to these Terms, which supersede and replace all prior sale conditions or agreements existing between the parties, as well as any representation, oral or written, and/or any communication between VALENTI on the one hand and Buyer on the other hand relating to the subject matter hereof. Also access and use of VALENTI website presuppose reading, knowledge and acceptance of these condition of sale and so using VALENTI website Buyer unconditionally accepts conditions of use and the privacy policy published there.

1.2. Buyer’s Proposed Purchase Order (or P.P.O. as defined in Article 3.1), solely to the extent accepted by VALENTI pursuant to Article 3.3 and subject to these Terms, will constitute Buyer's contract with VALENTI for the purchase of the Products. Any additional or conflicting agreement, whether oral or in writing, entered into prior to, contemporaneously with or subsequent to the submission of the Proposed Purchase Order, shall not apply unless expressly agreed to in writing between VALENTI and Buyer, in accordance with Article 1.3. In particular, Buyer expressly acknowledges and accepts that any terms that may be communicated to it by any other entities are not binding.

1.3. VALENTI reserves the right to amend these Terms at any time. Save where expressly provided herein, none of these Terms may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorised representative of VALENTI (only Mr Massimo Valenti and Mrs Elisa Valenti) and delivered by VALENTI to the Buyer.

1.4. Buyer’s terms and conditions and/or any additional or different terms or any attempt by Buyer to vary in any degree any of these Terms shall neither supersede these Terms nor be binding on VALENTI.

1.5. If you buy with Scalapay you will receive your order immediately and pay in 3 instalments. You acknowledge that the instalments will be sold to, and purchased by, Retail Instalments SPV 1 Limited, to related parties and its assignees, and you hereby unconditionally and irrevocably authorise and consent to such sale and purchase.

2. Products

2.1. The Buyer acknowledges and agrees that VALENTI retains all rights to change the Products and/or their range and/or to discontinue the offering for sale of any Product model at its sole discretion.

3. Proposed Purchase Order

3.1. For each proposed purchase of the Products from VALENTI, Buyer shall complete and submit to VALENTI, VALENTI’s model-form of proposed purchase order (“Model-Form”) which shall be distributed by VALENTI at any time as it deems convenient (“Proposed Purchase Order” or “P.P.O.”). The P.P.O submission requires the registration in official VALENTI website.

3.2. Each such Proposed Purchase Order shall identify the quantity sought by Buyer and all other relevant information specified in the Model-Form but shall in no event be binding on VALENTI.

3.3. The Proposed Purchase Order may be accepted by VALENTI, in whole or in part, by means of a written confirmation (also by e-mail) sent by VALENTI to Buyer (“Confirmation of Acceptance” or “C.O.A.”), at which point a contract (“Contract”) shall be created between VALENTI and the Buyer subject to these Terms. VALENTI has, however, no obligation to accept Proposed Purchase Orders submitted by Buyer, or to do so within a particular period. Each C.O.A. indicates the presumed delivery time.

3.4. The submission of a Proposed Purchase Order to VALENTI constitutes Buyer’s offer to purchase the specified Products from VALENTI which, as such, may be accepted or rejected by VALENTI in its absolute discretion, thereby not giving rise to any claim or expectation from Buyer. Likewise, VALENTI’s acceptance of one or more Proposed Purchase Orders shall neither impose any obligation on VALENTI, nor give rise to any claim or expectation from Buyer, in relation to future orders and/or as to the existence of a long term relationship between the parties.

3.5. It is understood and expressly accepted by Buyer that, notwithstanding prior sales, VALENTI shall remain free, at any time, not to accept subsequent Proposed Purchase Orders placed by Buyer, and shall have no obligation to supply Products.

3.6 Each P.P.O submission implies the knowledge and unconditional acceptance of these general conditions of sale.

3.7 Proposed Purchase orders can be made only after registration and / or creation of a personal account ("register for free") of the Customer. Please remember to carefully read the Provacy Policy (Privacy Policy) and the Terms and Conditions of Sale. P.P.O are completed by following the steps and instructions specified on the site.

3.8 Orders and purchases offered for sale on the site can be made by consumers / customers who have reached the age of majority and who act exclusively on their behalf.

3.9 Sale and / or distribution of the products purchased on the site are expressly forbidden.

4. Prices, payment and invoices

4.1. Unless otherwise stated by VALENTI, prices of the Products shall be those quoted, in Euros, to Buyer on or prior to the placement of each Proposed Purchase Order. Errors or omissions are subject to correction by VALENTI. Prices are exclusive of VAT and other taxes as well as of shipping and handling charges, unless different delivery conditions are agreed in writing.

4.2. Pending VALENTI’s Confirmation of Acceptance as per Article 3.3, prices quoted in the Proposed Purchase Order may be always adjusted to proportionally reflect the adverse cost impact to VALENTI of intervening or subsequently manifested - direct or indirect - tax, legal or regulatory changes, currency fluctuations, increased costs of raw materials or any other similar manufacturing, logistics or distribution cost increases. VALENTI will, within a reasonable period of time after VALENTI becomes aware of an event under which it intends to request an adjustment and, in any event, prior to the issue of a Confirmation of Acceptance, inform Buyer in writing of the amount and reason for the adjustment to the price. Subject to the above, VALENTI and Buyer agree that if VALENTI proposes to request price increases, the Buyer shall have the right to cancel, by written notice to VALENTI within 5 business days of VALENTI’s notice, partially or totally the Proposed Purchase Order relating to Products bearing the price increase.

4.3. All price quotations by VALENTI are subject to change or withdrawal by prior notice to Buyer. Without prejudice to Article 4.2 above, price changes shall be effective in relation to any Proposed Purchase Order placed thereafter.

4.4. Unless agreed otherwise, VALENTI requires pre-payment of the purchase price prior to delivery of the Products. An invoice to that effect will be sent to Buyer together with the Confirmation of Acceptance and the relative purchase price shall be paid before shipping goods. Any eventually pre-paid amount, including (i) any deposit that the Buyer paid upon the submission of the Proposed Purchase Order and (ii) any made upon receipt of the Confirmation of Acceptance sent by VALENTI to Buyer, shall be considered as a contractual penalty and shall be definitively retained by VALENTI in case VALENTI is not paid when due under these Terms.

4.5. Buyer will not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from VALENTI and, further, shall not be allowed to withhold payment of the purchase price in full against the alleged existence of VALENTI’s breaches, save as required by law.

4.6. VALENTI accepts payments made by the following credit/debit cards: Visa, MasterCard, American Express, Maestro. VALENTI remains owner of goods indicated in each P.P.O. until the relative price is fully collected.

4.7. Not fulfillment of price payment until five days Buyer will be in breach for the Proposed Purchase Order with full right to hold, as penalty, of any advances. In such an event, Buyer shall take all risks that the sale made by VALENTI will result in a depreciation of the Products and/or that only a few Products will be ultimately sold as a result of market conditions. Moreover, it is understood that Buyer will in any event pay the balance then due to VALENTI on demand, together with all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection reasonably resulting from any default by Buyer in relation to any of these Terms (“Costs”).

5. Retention of title to Products

5.1. The property in the Products shall not pass to Buyer until the relevant Products – as well as all other amounts owed by Buyer to VALENTI on any account in connection thereto – shall have been paid for in full. VALENTI is entitled to register a retention of title for Products delivered in the relevant register in its sole discretion.

6. Delivery – Risks

6.1. Unless otherwise reasonably stated by VALENTI, delivery dates of the Products shall be those indicated by VALENTI to Buyer on or prior to the placement of each Proposed Purchase Order. Such delivery dates represent the best possible estimate based on conditions existing at the time. Valenti will not be responsible for carrier’s delays and/or for force majore delays.

6.2. Delivery to post office boxes are expressly forbidden.

6.3. If Buyer wrongfully delays, rejects or revokes delivery of the Products, or fails to collect them at the delivery place, VALENTI cannot be held responsible .

6.5. VALENTI shall be allowed not to commence production of ordered Products in relation to which a Confirmation of Acceptance shall have been issued, and therefore to delay at any time the delivery date thereof, if Buyer is in default of any other Contract.

6.6. VALENTI reserves the right to make partial deliveries as they become available, even if earlier than the expected delivery date.

6.7. All orders will be delivered from VALENTI to the courier from Monday to Friday during 9:00 – 17:00. It will not be possible to change the destination address after shipping. VALENTI will communicate the shipment number by email.

6.8. Delivery may also take place with partial shipments with prior written notice (also by email) from VALENTI to Buyer. In this case, Buyer will pay the price of the products actually shipped and the cost of the single relative shipment.

6.9. Buyer must communicate immediately to VALENTI any delay in delivery exceeding ten (10) working days. In any case, Buyer must communicate to VALENTI every delay in delivery exceeding thirty (30) working days.

6.10. For Buyer security, the courier will ask the addressee signing “for receipt”. If it will not possible, there will be no delivery. If during the delivery, packing should have imperfections the relative opening must take place with courier presence. Buyer undertakes to check the goods delivered also in relation to the corrispondence with C.O.A. also with good packaging. It’s buyer responsibility to record any anomalies about packaging in written on courier's delivery note.

6.11. Each package shipped is insured against theft, loss and damage from the delivery from VALENTI to the courier since final destination. Once delivered to the indicate address, package will not insured yet

7. Inspections and Limited warranty

7.1. VALENTI warrants that the Products delivered to Buyer pursuant hereto shall be free of defects in material and workmanship under normal use at the time of delivery by VALENTI to Buyer. VALENTI’s warranty does not cover defects caused by improper use or display of the Products by Buyer.

7.2. With reference to quantity delivered and compliance of the Products received with the specifications as set forth in VALENTI’s Confirmation of Acceptance, under penalty of forfeiture, Buyer shall verify the Products within 5 (five) business days from the date of actual delivery to Buyer reporting, within this period, any disputes exclusively in writing.

7.2. In the event that Buyer does not inspect or notify VALENTI of any defect in the manner described above, the Product shall be considered accepted and Buyer waives all rights that it might otherwise have against VALENTI in respect of such defect.

7.3. If the Products are in breach of the warranty hereby granted to Buyer as per Article 7.1 and the breach has been properly notified under this Article 7.2, VALENTI will, at its option, either repair, replace or refund the purchase price in respect of the non conforming Products. The remedy selected by VALENTI shall be Buyer’s exclusive remedy for any reason based on non-conforming Products. All freight costs incurred in shipping Products/parts to or from VALENTI are at the expense of VALENTI.

7.4. Products may not be returned for any reason without prior written authorisation and shipping instructions from VALENTI. Products shipped without VALENTI's authorisation shall be returned at Buyer's expense.

7.5. In relation to latent defects of the Products purchased from VALENTI, Buyer shall, in any case and circustamce, notify VALENTI within 5 (five) business days thereof, attaching all relevant documentation. In such event, Buyer shall be indemnified by VALENTI in the form it deems most appropriate, as specified under Article 7.3 above, irrespective of the indemnification granted by Buyer, provided such claim arises in the warranty period of each manufacturer.

7.6. Products, also not defected, can be returned within ten (10) days from delivery. Returns made after this deadline will eventually be accepted at VALENTI unquestionable opinion. Eventually refunds, only after VALENTI written approval, will only concern the products purchase cost and not shipping costs and will be credited only on the credit card or the bank account used for Buyer payment.

7.7. Refund procedure need to send an e-mail to VALENTI obtaining authorization (R.M.A. Returns Merchandise Authorization) and the relative identification number from the latter. The R.M.A. e-mail, which also includes a pre-filled form with the destination address to be applied on the package, must be entered in returning package sent to VALENTI. Reimbursement will occur within fifteen (15) days from the material delivery of goods to VALENTI.

7.8. Returned products must not have been worn, used or damaged and must have all original tags and security seals intact. Shoes must be tried on a carpet and must be returned in the original box, which is an integral part of the product. Underwear and swimwear must be tried over Buyer’s underwear and without removing the protective sticker. Violation of the aforementioned conditions leads to the automatic refusal of the return request.

7.9. Within ten (10) days from delivery, Buyer can replace a purchased product with another identical product of different cuts and / or sizes if available. After the expiring terms above, requested changes could be accepted only after VALENTI unquestionable assent. Also changes must respect aforementioned R.M.A. procedure. Replacement product will be sent without shipping costs for Buyer.

7.10. In any case, products must be returned in their original packaging. Unauthorized returns and/or changes will not be accepted. In any case will be considered unauthorized returns and/or changes that do not comply with the procedure described above.

8. Compliance with laws and ethical standards

8.1. Buyer expressly acknowledges and accepts that the VALENTI is committed to comply with all applicable laws and to abide by the highest ethical standards. Buyer further represents and warrants that it will not engage in any transactions that would place Buyer and/or VALENTI in breach of any applicable laws, regulations, rules and codes of conduct, including but not limited to those pertaining to anti-bribery, corruption, money laundering, sanctions, embargoes, health and safety, copyright and other intellectual property rights, antidiscrimination, child work, environmental protection and human rights. Buyer shall act in accordance with the highest professional, ethical and social responsibility standards. Resale of products purchased on this site is expressly prohibited.

9. Confidentiality

9.1. Buyer agrees that, in the course of or in connection with the execution and/or performance of the Contract(s), it may be necessary and desirable for VALENTI to exchange or deliver confidential and/or proprietary information such as, e.g., production processes, costs for raw materials, catalogues, images and the like. Buyer undertakes not to disclose such information to any person outside, except when authorised by VALENTI. Buyer shall maintain such information in strictest confidence and shall use it only for the performance of the sale agreement, and for no other purpose, and shall return it to VALENTI upon request.

10. Social responsibility

10.1. Buyer acknowledges that the Products are fashion items of highest quality and image and that a vast number of such Products are manufactured in accordance with the international standards of SA8000.

11. Privacy

11.1. Pursuant to applicable privacy law, the gathering and processing of personal data shall occur, in compliance with the legislation applicable to the subject-matter of these Terms and in fulfilment of all contractual, fiscal and taxation obligations deriving from the sale contracts governed thereby, including debt recovery companies. Buyer expressly consents to the processing of personal data for the purposes stated herein.

11.2. Bank details will not be registered and / or retained on VALENTI website, but kept exclusively bank database utilized for transactions. Although VALENTI have taken all possible precautions to ensure the security of personal data, Buyer recognizes that the transmission of data on the internet is never completely secure and that any information disseminated online could be collected and used by subjects other than those to which it was directed.

11.3. Purchases from VALENTI imply full knowledge of the discipline of the processing of personal data published on the website of the same. Do Buyer declares to have reade and approved it before each transaction.

12. Intellectual Property rights

12.1. Buyer expressly acknowledges and accepts that, except so far as strictly necessary for the performance of the Contracts, these Terms (i) do not transfer any right, title and/or interest in any patents, trademarks, trade names, logos, design and trade dress copyrights and all other intellectual property rights incorporated into or associated with the Products or any other material received from VALENTI, including brochures, display photos, catalogues and the like and (ii) do not confer to it any right to use, apply for or register the trademarks and/or logos relating to the Products whether as owner, user or otherwise. Any goodwill resulting from any use Buyer may make of trade names, trademarks, and/or logos relating to the Products shall inure to the sole benefit of VALENTI and/or manufacturers as applicable, and Buyer shall not be entitled to any compensation for such goodwill or otherwise. Buyer shall promptly advise VALENTI a of any known or threatened infringement of any trademark, trade names, logos, copyrights, registered or unregistered design rights or other intellectual property rights of whatsoever nature with respect to the Products. At VALENTI’s request and expense, Buyer shall assist VALENTI in any enforcement action VALENTI in its sole discretion determines to take in respect of any such infringement. VALENTI shall have the right to use the trade names, logos and trademarks of Buyer in advertising and promotional literature and VALENTI’s web sites.

12.2. Buyer’s use of any of the above intellectual property rights/images at its premises is subject to express written consent by VALENTI or Brands.

12.3. All content on VALENTI website (including drawings, illustrations, photographs, texts, graphics, descriptions, trademarks, images and videos) is VALENTI exclusive property and/or granted in use to the latter. So it is expressly forbidden to reproduce, distribute, publish, disseminate, copy, modify or sell by any means, partially or totally, the content of VALENTI website.

12.4. VALENTI website may contain any imperfections, so much so that relative products are selling “in the state in which they are found” and “depending on availability”. Using VALENTI website Buyer bear all the risks associated with such use, the loss of data and the costs due for assistance and repairing of the equipment and/or software used in relation to the site. So Buyer waives any questions against VALENTI for any damage resulting from or caused by the use of the site or related to it, including by any third parties.

13. Applicable Law - Venue

13.1. These Terms and Conditions of Sale and any sale contracts based thereon shall be exclusively governed by substantive Italian law. All disputes arising out hereof shall be exclusively submitted to the Court of Pisa.

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