Colpo&Zilio Conditions of sale
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Terms and conditions for the sale of goods and services

1.                These terms and conditions (these "Terms") apply to all business relationships of Colpo & Zilio S.P.A., an Italian corporation (referred to as “Colpo & Zilio”, "us," "we," or "our" as the context may require) and all of its business customers. PLEASE READ THEM CAREFULLY. Customers may place orders for products and services through www.colpoezilio.com (the "Site") or directly with us via e-mail, in person or over the phone.  Colpo & Zilio does not recognize or accept any other terms and conditions made available by you to us, regardless of when such other terms and conditions were received by us. If you place an order with us, you explicitly agree to this Terms in derogation to any terms and conditions you might have, unless your terms have been expressly approved by us in writing.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES WITH US, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO AGREE TO THESE TERMS, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM US IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH COLPO & ZILIO S.P.A., OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

These Terms are subject to change by us without prior written notice at any time, in our sole discretion. You should review these Terms prior to purchasing any product or services from us. Your placement of any order with us whether through the Site or directly constitutes at all times your acceptance of and agreement to these Terms and any subsequent changes to the Terms.

Specifically with respect to the Site, these Terms are also an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see Section 9).

2.                Order Acceptance and Cancellation Penalty. You agree that your order is an irrevocable offer for thirty (30) days to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion and your order shall not be considered accepted until we send you an order confirmation with a doc ID number order number and details of the items you have ordered. Upon receipt of order confirmation you will need to pay a 30% advance of the price indicated in the order confirmation. Legally relevant declarations and notifications from you related to any order must be in writing and shall be considered accepted only if explicitly accepted by us in writing. In the event of missing or inaccurate information provided by you resulting in the need for modifications to the order we reserve the right to make such adjustments and you shall be responsible for reimbursing any costs or damages incurred as a result. If you cancel your order at any time, we reserve the right to retain the 30% advance payment made by you. In addition, you will be liable for any additional costs incurred by Colpo & Zilio in preparing your order up to the point of cancellation.


3.                Prices and Payment Terms.


(a)              All prices posted on the Site or made available to you by us through a quote or an order confirmation are subject to change without notice. We reserve the right to modify such price even after your order is placed and charge you additionally if necessary due to various factors which include without limitation fluctuation of the prices of various materials (including without limitation rates of fine metals), production costs and/or material procurement costs. The price ultimately charged and the shipping costs will be stated in your invoice. Prices of products made available to you do not include any additional related costs which include without limitation, shipping costs, insurance, custom duties, taxes or any other related charges. While we will be charging you the price of the goods, the taxes applicable to us for the sale of such goods, if any, and the shipping costs, and you will see these costs in your invoice, you must ensure on your own of any other costs applicable to you directly including without limitation additional taxes, insurance, custom duties etc. and pay such costs on your own. We strive to display and provide accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time after the order is placed and to cancel any orders arising from such occurrences.

(b)             Terms of payment are within our sole discretion and payment must be received by us before the shipment of any products to you. Until payment of the price is received in full by Colpo & Zilio, all Colpo & Zilio’s products remain property of Colpo & Zilio, which can at any time request their return, even in case the products have been converted, sold to and/or deposited with third parties.

(c)               We accept approved credit cards and wire transfers for all purchases. You represent and warrant that (i) any payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such payment method for the purchase, (iii) charges incurred by you will be honored by your bank, and (iv) you are responsible for all payment costs associated with the purchase, including bank fees and transfer fees, are. You must ensure that the exact amount stated on the invoice is received by Colpo & Zilio, and you will be liable for any shortfall. In the event that the Colpo & Zilio receives less than the exact amount due to bank fees or transfer fees or conversion rates as applicable, you will be charged for any additional expenses incurred by Colpo & Zilio to recover the missing amounts. If you are unable to perform the obligations expressed hereunder, we reserve the right to cancel the fulfillment of any order at any time without any refund of amounts already paid as liquidated damages.

4.                Packaging; Shipments; Delivery; Title and Risk of Loss.

(a)              Colpo & Zilio provides its standard packaging for all products. If you wish to verify the quality of the packaging in advance, you may inquire before placing your order with us. Any request for different packaging must be communicated to Colpo & Zilio at the time of order placement in writing. You will be responsible for covering all expenses incurred by Colpo & Zilio in packaging the ordered products differently, including providing Colpo & Zilio with the packaging of your own choice. Such expenses must be pre-paid by you and made available to us in time for the shipment of your product, considering also any time necessary for the packaging itself which might be extensive.

(b)             We will arrange for shipment of the products to you with a third-party service provider of our choice, such as DHL, Fedex or similar. You will pay all costs associated with your purchase, including without limitation custom duties, applicable taxes, shipping and handling charges. You can also choose to either pick up your purchased products from our facility or arrange shipment of your choice. If you choose to pick up your products, you must do so within ten (10) days (“Pick-Up Term”) from when we notify you by email that your product is ready. If you don’t pick up your product within the Pick-Up Term, we will send you an additional email, and after an additional ten (10) days we will be free to dispose of your products without any possibility of refund. If you choose to arrange your own shipment, you must notify Colpo & Zilio of your arranged shipping at the time of the order placement.

(c)              Title and risk of loss pass to you upon our transfer of the products to the carrier or to you directly if you are picking up your order from our premises. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in deliveries nor we shall be responsible for any damages or loss of profits due to delayed delivery.

(d)             You are responsible for all import/export laws and regulations compliance and you must know any import/export restrictions applicable to you before placing any order with us. We are not responsible for any delay or impossibility to delivery to you due to any of such restrictions. You shall bear all costs and reimburse us for any expenses incurred arising out of such restrictions or import/export compliance, taxes, custom duties and so on.

5.                Our Products in General. We highly recommend that you purchase a sample product before placing a larger order to ensure that it meets your quality and technical requirements. All of our products are handmade and therefore unique in nature. Due to the handcrafted process, each piece may have slight variations in color, texture, size, shape and functionality. These variations will not be considered as defects. We cannot guarantee that any two pieces will be exactly alike, and we encourage you to embrace and appreciate the subtle differences that make each piece unique.

6.                Defective Products. Repair or replacement of defective items, as we deem appropriate, will be effectuated only if the defects are recognized by us in writing. WE DO NOT ALLOW RETURNS AND ALL SALES ARE FINAL AT ALL TIMES. No defect is recognized by us if the items were further processed or incorporated into another product by you or any third party. YOU ARE REQUIRED TO INSPECT ALL PRODUCTS UPON RECEIPT AND MUST NOTIFY US OF ANY DEFECTS WITHIN 8 DAYS. FAILURE TO DO SO WILL BE DEEMED AS AN ACCEPTANCE OF THE PRODUCTS AS THEY ARE, WITH NO POSSIBILITY OF REPAIR OR REPLACEMENT. Our responsibility for defects may arise solely from a discrepancy from the quality of a product specifically agreed upon, if any, or generally the product descriptions made publicly available by us (such as in catalogs or on our website) at the time the contract was finalized, subject nevertheless to exceptions of Section 5 and Section 7(b) below. A return of a rejected item shall be arranged with us and you shall bear the costs of such return and risk of loss of the items unless otherwise specifically agreed. After we inspected the returned item, if the defect is in fact recognized by us, we may choose to repair the item or replace the item and we will reimburse you of the incurred shipping costs for the repair or the substitution. However, if we do not recognize the defect, we will send the item back to you, you will bear the risk of loss of the items after our delivery of such items to the courier, and you will be charged for any associated expenses. We shall not be liable for any defects that you are aware of at the time of the placement of any order with us.

7.                No Warranty; No Guarantees; Limitation of Liability.

(a)              ALL PRODUCTS AND SERVICES PURCHASED FROM US ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT ANY WARRANTY WHETHER EXPRESSED OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

(b)             WE TRY TO ENSURE THAT ANY INFORMATION, INCLUDING PRODUCT DESCRIPTIONS, DIMENSIONS, AND COLORS, PROVIDED TO YOU BY US IS ACCURATE AND COMPLETE. HOWEVER, WE MAKE NO GUARANTEES, WHETHER EXPRESS OR IMPLIED, IN RELATION TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF SUCH INFORMATION, INCLUDING WITHOUT LIMITATION ANY PRODUCT DESCRIPTION AND INFORMATION CONCERNING THE WEIGHT OF PRECIOUS MATERIALS, NUMBER OF STONES AND CARATS, PRODUCT DIMENSIONS, ETC., WHICH IS PROVIDED AS AN INDICATION ONLY AND MAY VARY SLIGHTLY. < name="a371851">WE ARE ALLOWED TO DEVIATE FROM THE DESCRIPTIONS PROVIDED TO YOU. WE SHALL BE PERMITTED TO REPLACE PARTS OF THE PRODUCTS WITH EQUIVALENT COMPONENTS, PROVIDED THAT THE PRODUCT REMAINS SUBSTANTIALLY THE SAME.

(c)              IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(d)             IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD TO YOU. ALL CLAIMS ARISING FROM A PURCHASE OF PRODUCTS OR SERVICES FROM US MUST BE FILED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE.

8.                Intellectual Property Use and Ownership. Colpo & Zilio is < name="a960955">and will remain the sole and exclusive owner of all intellectual property rights in and to each product and service made available to you, and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to those products or services.

9.                Privacy. Our privacy policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

10.             Indemnification. You agree to indemnify and hold harmless Colpo & Zilio, its affiliates, directors, officers, employees, agents, and representatives from any and all claims, damages, liabilities, costs, and expenses (including attorney fees and court costs) arising from or related to your use of our products, breach of these Terms, or violation of any applicable law or regulation. You agree to promptly notify Colpo & Zilio in writing of any such claim, cooperate with Colpo & Zilio in the defense of the claim, and allow Colpo & Zilio to control the defense and settlement of the claim, indemnifying Colpo & Zilio for the expenses incurred in resolution of such claim whether by defense or by settlement. You are allowed to participate in the defense of any claim with counsel of your own choosing, at your own expense. The indemnification obligations under this provision shall survive the termination of these Terms.

11.              Force Majeure.

(a)              Colpo & Zilio shall not be liable or responsible to you nor to any third party, or be deemed to have defaulted under or breached this Terms, for any failure or delay in fulfilling or performing any term of this Terms or any order to you, when and to the extent such failure or delay is caused by or results from acts beyond Colpo & Zilio’s control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the control of Colpo & Zilio.

12.             Governing Law and Jurisdiction. These Terms, any orders made with us and any contracts resulting here from, shall be governed by Italian law and, in particular the Italian Civil Code. The parties hereby irrevocably consent to the exclusive jurisdiction of the Court of Vicenza, Italy, waiving any objection which it may now or hereafter have to assert, including without limitation by way of motion, as a defense, or otherwise, that the Court of Vicenza, Italy, is an inconvenient forum.

13.             Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of thisSection 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

14.             No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Colpo & Zilio.

15.             No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

16.             Notices.

(a)              To You. We may provide any notice to you under these Terms by sending a message to the e-mail address you provide by placing the order. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.


(b)             To Us. To give us notice under these Terms, you must contact us by: (i) sending a message to < href="mailto:information@colpo-zilio.com">information@colpo-zilio.com or by overnight courier or registered or certified mail to Colpo & Zilio S.P.A. at Via Gorizia 21, Torri di Quartesolo 36040 (VI). We may update the address for notices to us. Notices provided by email will be effective when acknowledged by Colpo & Zilio, while notices provided by mail will be effective when received by Colpo & Zilio.

17.             Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

18.             Entire Agreement. These Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us for any products and services purchased from us and supersede all prior agreements and understandings, oral or written, with respect to such matters.

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