General Sales Conditions / Condizioni generali di vendita CRISTINA S.r.l

General Sales Conditions / Condizioni generali di vendita CRISTINA S.r.l

or permanence of any comments and/or other content (e.g. audio and/or video) of a

denigrating, defamatory, discriminatory, insulting, offensive and/or obscene nature, and,

in particular, of any post, comment and/or content that may directly and/or indirectly

undermine the prestige of the “CRISTINA” and “SILFRA” brands and/or cause, in

any other way, damage to the products and image of CRISTINA S.r.l.. In the event of

publication of similar comments and/or content, the Retailer undertakes to immediately

take steps to ensure that the above comments and/or content are promptly removed

and/or blocked from the Retailer’s social media pages and to immediately inform

CRISTINA S.r.l. on what has taken place so it can take any action it deems appropriate.

In any case, CRISTINA S.r.l. reserves the right to revoke, at any time and without notice,

by sending a written communication to the Retailer, the authorisations granted to the

Retailer for the of

fline and/or online use of the Graphics of the products and of the

“CRISTINA” and “SILFRA” trademarks.

In any case, without prejudice to the above, the Retailer shall refrain from promising or

representing to any subject, , either verbally or in writing, any services other than those

provided in the catalogues, leaflets, product description sheets, instruction manuals

and, in general, advertising material or information provided by CRISTINA S.r.l.

Please note that the “CRISTINA” and “SILFRA” trademarks and product graphics are

protected by intellectual and industrial property rights.

23) Pursuant to EU Reg. 2016/679 (called General Data Protection Regulation and, for

brevity, also “GDPR”) and subsequent additions and amendments, as well as pursuant

to Legislative Decree 196/2003 (Personal Data Protection Code), as amended by

Legislative Decree 101/2018, CRISTINA S.r.l. informs the Retailer that its personal data

and the personal data of those persons interacting with CRISTINA S.r.l. will be processed

by the latter as per the separate Privacy Policy sent by CRISTINA S.r.l. to the Retailer.

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mandatory provisions of law, such provisions shall be deemed to be superseded by law,

solely to the extent of the con

flict with statutory provisions.

Except in cases of wilful misconduct or gross negligence by CRISTINA S.r.l. , the liability

and resulting amount of compensation owed by CRISTINA S.r.l. to the Retailer shall

be limited to the purchase price the Retailer paid for the CRISTINA S.r.l. product or

products at issue of the dispute and/or breach.

Any contractual conditions differing from CRISTINA S.r.l.’s General Terms and Conditions

of Sale, including those referred to, added, changed and/or included in the orders or

any communication by the Retailer, shall not be valid unless expressly and speci

fically

accepted in writing by a legal representative of CRISTINA S.r.l.

The Retailer acknowledges that the company name and trademarks used by CRISTINA

S.r.l. are the exclusive property of CRISTINA S.r.l. The Retailer may not claim rights or

ownership relative to the company name or trademarks referred to above, whether

directly or indirectly, or through intermediaries, companies and/or entities.

The offline and online use of the “CRISTINA” and “SILFRA” trademarks as well as the

texts, descriptive cards, images (including photographs), audio and video contents and

illustrations of “CRISTINA” and “SILFRA” branded products (hereinafter, for brevity, the

texts, descriptive cards, images - including photographs-, audio and video contents and

illustrations of “CRISTINA” and “SILFRA” branded products are also jointly referred to

as the “Graphics of the products”) that are transmitted by CRISTINA S.r.l. - or in any

case acquired by the Retailer - for the sole purpose of allowing the resale of the above-

mentioned products by the Retailer, where permitted, in compliance with the directives

established by CRISTINA S.r.l. (made available to the Retailer by e-mail) and, in any case,

in compliance with the regulations in force, including those on intellectual and industrial

property and those on advertising.

In any case, the Retailer must ask CRISTINA S.r.l. (and wait for the latter) for prior written

authorisation whenever it intends to carry out online and/or other media and/or if it

intends to make changes to the Graphics of the products transmitted by CRISTINA S.r.l.

The images (also photographs) and illustrations of the products, used both of

fline

and online by the Retailer, must be accompanied by a speci

fic indication that they are

property of CRISTINA S.r.l.

If the trademarks “CRISTINA” and/or “SILFRA” are af

fixed to the Retailer’s sign,

in addition to prior written authorisation from CRISTINA S.r.l., the Retailer will be

exclusively obliged to pay any tax and/or duty required by law, including those

concerning advertising. This is without prejudice to the case in which the trademarks

appear on any promotional material supplied by CRISTINA S.r.l. to the Retailer: in such

cases the Retailer will not need any authorisation from CRISTINA S.r.l..

Retailer shall refrain from modifying the “CRISTINA” and “SILFRA” trademarks, nor

to combine in any way the “CRISTINA” and “SILFRA” trademarks with trademarks

or names of competitor companies of CRISTINA S.r.l.. Moreover, since the registered

trademarks “CRISTINA” and “SILFRA” are property of CRISTINA S.r.l., they must not be

included in any company name of the Retailer, nor in any domain name of the Retailer.

In the uses, where permitted, of the “CRISTINA” and “SILFRA” trademarks both off-

line and on-line, the Retailer must always respect the fonts, dimensions, proportions,

colours and graphics indicated by CRISTINA S.r.l. in its directives (made available on the

CRISTINA S.r.l.’s websites or sent by e-mail as speci

fied above).

Without prejudice to the above, as regards any on-line use of the “CRISTINA” and

“SILFRA” brands and of the Graphics of the products sold by CRISTINA S.r.l. (and, in

any case, any name, image and/or text transmitted by CRISTINA S.r.l. to the Retailer

and identifying CRISTINA S.r.l. or its products) on Facebook, Instagram, Twitter, LinkedIn

and/or other social networks linked to the Retailer, the Retailer also undertakes to

comply with the following further requirements:

a) the trademarks “CRISTINA”, “SILFRA” and the Graphics of the products (and, in any

case, any denomination, image and/or text that identi

fies the company CRISTINA S.r.l.

or the products marketed by it) must be indicated on the Retailer’s social media pages

in an appropriate way and suited to the prestige of the products marketed by CRISTINA

S.r.l.;

b) the trademarks “CRISTINA”, “SILFRA” and the Graphics of the products (and, in any

case, any denomination, image and/or text that identi

fies CRISTINA S.r.l. of the products

marketed by it) must not be combined by the Retailer with images, text and/or other

contents (for example, audio and/or video) of a denigrating, defamatory, discriminatory,

insulting, offensive and/or obscene nature, both towards third parties and towards the

actual trademarks and/or CRISTINA S.r.l;

Please note that if the online use of product images (and, in any case, of any text,

descriptive card, illustration, audio and video content identifying CRISTINA S.r.l. or

the products it sells) by the Retailer is limited to the activity of reposting the material

transmitted by CRISTINA S.r.l. and these General Sales Terms and Conditions have

been signed by the Retailer for acceptance, the Retailer must not request any speci

fic

authorisation from CRISTINA S.r.l., since compliance with the instructions and directives

issued by CRISTINA S.r.l. is suf

ficient.

By signing for acceptance of these General Sales Terms and Conditions, the Retailer

undertakes to assiduously monitor its social network pages to avoid the posting and/

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shall be those agreed between CRISTINA S.r.l. and the Retailer and shall be deemed

mandatory and essential in the interest of CRISTINA S.r.l.

In default of agreements regarding the terms and conditions of payment, those

indicated on the CRISTINA S.r.l. invoice shall apply. In any case, CRISTINA S.r.l. has the

right to request the execution of the contract with no obligation to provide notice as

per Art. 1457 of the Italian Civil Code. CRISTINA S.r.l. reserves the right to change and

communicate different applicable payment terms in writing and/or payment methods:

in this case, the new payment terms and/or methods shall be deemed accepted by the

Retailer if he/she fails to notify CRISTINA S.r.l. in writing of his/her non-acceptance of the

payment terms and/or methods no later than 15 (fifteen) days from receipt of the notice

of change by CRISTINA S.r.l.

Non-payment and/or late payment with respect to the terms speci

fied in the Retailer’s

order accepted by CRISTINA S.r.l. or, failing this, in the CRISTINA S.r.l. invoice, shall

result in the application of default interest calculated in accordance with Article 5 of

Legislative Decree 231/2002 as subsequently amended and supplemented.

Furthermore, in case of non-payment and/or late payment with respect to the deadlines,

CRISTINA S.r.l. may suspend, at its sole discretion, until full payment of the amount due,

all or some of the orders sent by the Retailer along with any services provided to the

Retailer and change the terms and/or methods of payment with immediate effect by

means of a simple written communication. After 15 days from non-payment and/or late

payment, CRISTINA S.r.l. may cancel, in full or in part, at its sole discretion, any orders

which have not been processed, even if already accepted.

The payment of goods shall be made at CRISTINA S.r.l.’s place of business located on

Via Fava no. 56 in Gozzano (NO); any payments made in places other than the above-

mentioned place of business indicated by CRISTINA S.r.l., even if accepted by the latter,

shall merely be tolerated and shall not change the principle of payment at the place of

business indicated.

Payment made by bank drafts and/or cheques, even if accepted by CRISTINA S.r.l., is

at the sole risk of the Retailer in the sense that the latter is not discharged from its

obligation to pay if it cannot prove the actual collection by CRISTINA S.r.l. Without

prejudice to the above, it is also understood that, in case of theft and/or loss of cheques

sent by the Retailer, even after they have been received by CRISTINA S.r.l. and/or its

representatives and/or agents, CRISTINA S.r.l. is hereby expressly exempted from any

responsibility in this regard, both from having to request duplicates of the cheques and/

or their depreciation.

The illustrations and information contained in brochures, catalogues, pricelists, CRISTINA

S.r.l. website, CRISTINA S.r.l. product description sheets and any other information and/

or advertising materials, communicated through any means, even if representing the

individual products, are for illustration purposes only and are not binding for CRISTINA

S.r.l.

As a result, thereof, any weights or dimensions included therein are intended as a

rough guide only, thus CRISTINA S.r.l. takes no responsibility in this regard. However,

CRISTINA S.r.l. reserves the right to make changes to the products marketed at any

time deemed necessary in order to optimise the production, regardless of how they

are represented and described in brochures, catalogue pricelists, product description

sheets, the CRISTINA S.r.l. website and any other materials used to promote and sell

products.

Declarations, promises, conditions and guarantees made by employees, representatives,

agents and promoters, which differ from the conditions of sale reproduced herein, and

in any case, anything not included in the documents signed by the CRISTINA S.r.l. legal

representatives are not considered binding for CRISTINA S.r.l.

By signing for acceptance of these General Terms and Conditions of Sale, the parties

expressly accept the Italian Jurisdiction and mutually agree that the Court of Milan of

the Italian Judicial Authority shall have sole jurisdiction to settle any disputes related to

the interpretation, performance and termination of these General Terms and Conditions

of Sale or related to the buyer-seller relationships between the parties or, in any case,

related to any issue linked and/or connected thereto.

The Retailer may not present claims, actions, or raise objections against CRISTINA

S.r.l., if not after paying all amounts due to CRISTINA S.r.l. for capital, interests and

expenses related to the supply of goods. In addition, it is agreed that the Retailer cannot

compensate its own possible credits against the amounts due to CRISTINA S.r.l. for the

purchase of the goods.

Prices indicated in the catalogues and pricelists are exclusively recommended to the

public, expressed in euro, and do not include VAT, where applicable.

This agreement shall be governed exclusively by Italian Law, with express exclusion of

other national laws and/or international conventions on the international sale of goods.

The conditions, terms and methods of payment, including

financial and/or trade

discounts, as well as any other contribution and/or awards that may be provided,

shall always be conditioned by the requirement that the Retailer pays for supplies in

compliance with the terms indicated.

The Retailer shall be responsible for paying all taxes, duties, tax and/or administrative

burdens, as well as any other costs and expenses of any kind imposed by state,

government and/or administrative bodies related to the purchase, import, export and

sale of products purchased from CRISTINA S.r.l.

These General Terms and Conditions of Sale do not constitute any obligation for the

Retailer to purchase, or any obligation for CRISTINA S.r.l. to sell. Therefore, there are

no supply obligations between the parties, nor any form of exclusive rights shall be

granted, as the contractual relations between the parties are limited to merely buying

and selling.

19) Any tolerance of breach and/or conduct in conflict with these General Terms and

Conditions of Sale shall not be considered a waiver of the same nor shall it affect the

validity of the disregarded clauses.

In case of invalidity of one or more of these provisions or parts thereof, due to conflict with

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The Retailer cannot assign, even partially, without the prior written consent of CRISTINA

S.r.l., the rights and obligations under these General Terms and Conditions of Sale, nor

any credits owed by CRISTINA S.r.l.

The Retailer agrees to keep confidential all information of any nature and in any case

acquired during the performance of the services governed by these General Terms and

Conditions of Sale. In particular, the Retailer agrees not to disclose to third parties any

information obtained during the performance of the services governed by these General

Terms and Conditions of Sale, and to take all necessary steps to ensure that its employees

and/or collaborators comply with these provisions, also in full compliance with the

provisions of EU Reg. 2016/679 (GDPR) and subsequent amendments and supplements

and with Legislative Decree 196/2003 and subsequent amendments and supplements.

For this purpose, it is hereby established that all information obtained and/or collected

by the Retailer in any way shall not be used, disclosed or communicated to third parties

for purposes other than those set out in these General Terms and Conditions of Sale,

except, if (i) necessary to comply with regulatory or legal obligations or if there is a

request by Italian or foreign authorities which cannot be refused, or (ii) if this information

is already in the public domain or has entered the public domain for reasons other

than breach of the confidentiality obligations agreed under these General Terms and

Conditions of Sale.

The Retailer agrees to promptly communicate and ensure compliance with the

confidentiality obligations by its employees and all persons that, for any reason

whatsoever, collaborate or have collaborated in the performance of the services covered

under these General Terms and Conditions of Sale.

The provisions and prohibitions referred to in this Article shall remain in effect even

after any termination, withdrawal or cessation of the contractual relationships between

CRISTINA S.r.l. and the Retailer for any reason whatsoever.

Although these “General Terms and Conditions of Sale” have also been drawn up in

English, French, German, Spanish and Russian, in case of discrepancies between the

Italian version and any other language version, the Italian version shall prevail, and shall,

therefore, be considered the only authentic text.

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