Terms of Sale

1.1. Scope of application. These general conditions of sale (“Conditions”) are an integral part of all contracts concluded by 7c S.r.l., VAT No. IT01963630437 (“7c”), for the sale of products from its catalogue (“Products”) to non-consumer customers (“Purchaser”), including through the website accessible at the URL: http://www.7ctools.com (“Site”) and from secondary domains or social channels. The applicability of the Purchaser’s general terms and conditions, if any, and of any other clause or condition in conflict with the Contract, defined below, is excluded.

1.2. General terms and conditions and contractual documents. Overriding any other agreement, each offer and contract of sale/supply of Products (“Contract”) shall be governed by these Conditions and by the individual order sent by the Purchaser (“Order”), if and as confirmed by 7c in the order confirmation (“Order Confirmation”).

1.3. Acceptance and Effectiveness. These terms and conditions are hereby published and consultable or otherwise made known and available to the Buyer. They are valid and effective in relations between 7c and the Buyer. The latest versions of the Conditions are published on the Site.

1.4. Applicable law. Jurisdiction. All disputes relating to the interpretation and validity of the Conditions and to the execution of the Contract shall be referred exclusively to the Court of Macerata, without prejudice in any case to 7c’s right to take action before the Court of the place where the Purchaser has its registered office.

2.1. Orders. The Buyer may place an Order (i) by sending the purchase request from the Reserved Area, following the instructions published on the Site, (ii) by contacting 7c’s Sales Department at the contact details indicated on the Site, or (iii) by referring to 7c’s agent with whom he is in contact. The Terms apply in all cases.

2.2. Conclusion of the Contract. Each Contract is understood to be concluded when 7c communicates and/or sends the Order Confirmation to the Purchaser by all available channels (telephone, fax, email, Site), even if this differs from the Order to an insignificant extent, including, by way of example, any variation in the quantity of the Products based on the availability and integrity of the packages.

2.3. Communications. Communications made by 7c to the Purchaser’s contact details (including electronic mail), are considered received by the Purchaser, who undertakes to promptly communicate any change in his contact details. The Purchaser hereby waives the right to contest the validity and effectiveness of authorisations and/or consents and/or acceptances of Products, issued to 7c, verbally and/or in writing, by its employees and/or by subjects in a relationship of dependence or collaboration.

2.4. Attributable appearance. For Contracts concluded through the Site, the Purchaser agrees to apply the principle of imputable appearance to Orders, by virtue of which the Purchaser shall always be liable for the activity carried out through the use, even if abusive, of its unique authentication credentials for access to the professional area of the Site (“Credentials”). The Purchaser is solely responsible for any activity carried out using the Credentials and therefore undertakes to adopt the necessary precautions to guarantee their secrecy and correct use. In the event of suspected abuse, misuse and/or disclosure of Credentials to third parties, the Purchaser shall immediately notify 7c.

3.1. Yield terms. Unless otherwise agreed in writing, Delivery shall take place according to the “Ex Works” delivery term (Incoterms 2010, International Chamber of Commerce) at 7c’s warehouse in Corridonia (MC), Via E.Mattei 141, during office hours. With the partial exception of the Ex Works delivery term, the courier/carrier is appointed by 7c and loading operations may be carried out by 7c personnel, although they are carried out at the exclusive risk of the Buyer.

3.2. Delivery terms. The dates envisaged for delivery are to be considered merely indicative. Unless otherwise specifically agreed in the Order Confirmation, the delivery term is not essential and in no case is the Buyer entitled to cancellation of the Order or any compensation for late delivery.

4.1. Price. Each Order shall be subject to the prices of the Products indicated in the Operator’s Public Price List or in the Product Schedule, as confirmed in the Order Confirmation. It is understood that the price list is subject to updates and variations and is exclusively reserved to non-consumer Purchasers, who therefore undertake not to disclose it to third parties.

4.2. Delay attributable to the Purchaser. In the event of a delay in the delivery of the Products attributable to the Purchaser, any price increases following the Order Confirmation, as well as any disbursements, charges and expenses incurred by 7c, will be charged to the latter.

4.3. Further disbursements. Taxes, duties, levies, licences, authorisations, permits and any and all fiscal and administrative obligations on which the exportation, importation and/or resale of the Products depend are the sole responsibility of the Purchaser.

5.1. Payment. Payment for the Products must be made by the Purchaser (i) on the terms indicated in Article 10 or (ii) according to the terms agreed in writing by the parties from time to time. For payment by Ri.ba., 7c will charge the relevant expenses, not lower than euro 2.10 plus VAT. Under no circumstances may the Purchaser suspend or delay payment of the Products, including in the event of a claim.

5.2. Delay in payment. Any tolerance by 7c of late payment does not prevent 7c from exercising its rights under these Conditions. In the event of late payment, 7c shall be entitled to charge the amount of euro 40.00 as a flat-rate fee, in addition to default interest, as provided for by Legislative Decree 231/2002, without prejudice to the right to compensation for any greater damages. In any case, 7c shall be entitled, without limitation, to:

• • terminate the Contract and/or withdraw from the Contract for Products not yet delivered and/or condition the performance of the Order in progress on the settlement of the outstanding debt;
  • suspend performance of other Contracts with the Purchaser;
  • cancel any favourable conditions (discounts and/or gifts) granted to the Buyer;
  • declare the Buyer to have lost the benefit of the term pursuant to Article 1186
    of the Civil Code.

5.3. Offsetting. In any case, 7c shall be entitled to set off credits with the Purchaser (even in relation to different supplies) against any debts to the same.

6.1. Warranty. 7c guarantees that the Products, their packaging, the labels affixed to them, comply with the regulations and technical and safety standards applicable under Italian law and the law of the European Union. 7c guarantees that the Products are free from flaws and/or defects, with the express exclusion of any guarantee in relation to flaws and/or defects and/or non-conformities that may arise in connection with and due to transport, improper use or inadequate or in any case negligent and careless storage (“Guarantee”).

6.2. Replacement and Return. 7c’s sole responsibility and remedy under the Warranty consists in the replacement of the Products found to be faulty/defective
non-conforming or, at 7c’s discretion, in the return of the Products, with issuance of a credit note, with an agreed reduction on the purchase price, all after the actual acknowledgement of any defects.

6.3. Assessment of flaws, defects and non-conformities. 7c reserves the right to examine the allegedly faulty and/or defective and/or non-conforming Products in order to assess the existence of the faults, defects and/or non-conformities reported by the Purchaser and whether they are covered by the Warranty. At the same time as reporting flaws, defects and/or non-conformities, the Purchaser shall provide all information and documents useful for the aforesaid assessment (e.g. videos, photographs, if representative), also identifying the batch of Products concerned by means of the delivery note number, which shall in any case be made available to 7c and/or third parties appointed by it for any appropriate checks. In any case, the return of Products must be authorised in advance by 7c; Products returned without authorisation do not entitle the Purchaser to issue credit notes. The costs and risks deriving from the return of Products are the sole responsibility of the Purchaser.

6.4. Waiver of right of recourse. The Purchaser waives the right to recourse pursuant to article 131 of the Consumer Code.

6.5. Exclusion of further guarantees. Any other form of guarantee, including by way of example any legal guarantee, is understood to be excluded and replaced by these Conditions.

6.6. Complaints and forfeiture. Under penalty of forfeiture, the Purchaser must report defects and/or obvious non-conformities found in the Products on the delivery note and notify 7c within five working days of delivery. Any further hidden defects in the Products, which may be discovered at the time of use, must be reported by the Purchaser to 7c within and not later than eight working days from discovery, under penalty of forfeiture, and in any case not later than six months from the date of delivery of the Products. Complaints must be sent to 7c by email (info@7ctools.com) or by telephone to the Administration Office (0733.522243). In the absence of objections in the forms and terms indicated above, the Products are considered unconditionally accepted.

7.1. Exclusion of liability. In no event shall 7c be liable for loss of profit, incidental, consequential or indirect damages of any kind suffered by the Purchaser.

7.2. Limitation of Liability. The Buyer expressly agrees that 7c’s cumulative liability to the Buyer arising out of and/or in connection with any Contract, whether in contract or tort, shall not exceed the total price paid by the Buyer for the specific supply, except in the case of wilful misconduct or gross negligence.

7.3. Force majeure. 7c is not liable to the Buyer in case of non-performance of the Contract, including non-delivery, resulting from force majeure such as, but not limited to, delayed or non-delivery by Flora’s suppliers, strikes or equivalent acts, acts of terrorism, suspension of energy supply, acts of war, whether or not declared, embargo, riot or civil commotion, fire, sabotage, earthquakes and other natural disasters, measures of governmental authorities. In such cases, the parties shall enter into negotiations to assess the conditions for the continuation of relations and the execution of the Contract.

8.1. Sales channels. The Purchaser undertakes to resell the Products in accordance with the regulations in force in relation to the sales channels used.

8.2. Relations with consumers. The Purchaser acknowledges that 7c applies a price policy aimed at protecting its own brands, reputation and trade name and undertakes to
take this into account when appropriately determining the sale price of the Products to consumers, following 7c’s commercial policy indications, except for justified reasons.

9.1. Acknowledgement of intellectual property rights. The Purchaser acknowledges that the trademarks and distinctive signs, the contents, information, programmes, layouts, texts, images, photographs (in particular, those of the Products), videos and databases used by 7c, as well as any and all technical, ideational and creative solutions contained and/or adopted in the Site are covered by exclusive rights or in any case are the exclusive property of 7c, unless otherwise indicated in writing, and in any case agreed with the rightful owners.

9.2. Buyer’s prohibitions. The Purchaser is expressly forbidden to make any use of the Site that is not strictly connected to the purposes pursued by 7c and contrary to the provisions of the Conditions, including, by way of example, the reproduction, sale, modification, distribution, transmission, republication, even partial, of the contents, information, programmes, layouts, texts, photographs and databases available on the Site and the technical, design and creative solutions adopted.

9.3. Use of images. Without prejudice to compliance with the above provisions, the Purchaser undertakes to use the images present on the Site exclusively for personal purposes, functional to the purchase of the Products, the reproduction, publication and distribution of the same being prohibited for commercial purposes, without prejudice to a specific written agreement with 7c. It is understood that this prohibition is not applicable to social networks and portals that encourage the sharing of images and comments (Facebook ®, Pinterest ®, etc.), provided that the Purchaser’s use complies with the canons of good faith, fairness and sobriety.

10.1. Payments Unless otherwise agreed in writing, payments will be made using the following current account in the name of 7c srl:

Current account
BPER BANK branch of Corridonia (MC)
N. IT43V0538768890000042849782

BIC/SWIFT
BPMOIT22XXX

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* customs fees to be paid by the recipient

ODR: Online Dispute Resolution statement

The consumer resident in Europe must be aware of the fact that the European Commission has set up an online platform that provides an alternative dispute resolution tool. This tool can be used by the European consumer to resolve in a non-judicial way any dispute relating to and / or deriving from contracts for the sale of goods and services entered into online. Consequently, if you are a European consumer, you can use this platform for the resolution of any dispute arising from the online contract entered into with the Owner. The platform is available at the following link (http://ec.europa.eu/consumers/odr/).”