1.1 These general terms and conditions of sale (hereinafter "GTC") govern the sale of products bearing the trademarks for which Mo.Ma. s.r.l., owner of the Magia Professional trademark, with registered office in Pineto (TE), Nazionale Nord (Residence Poseidon) snc, VAT number IT01921920672 (hereinafter the "Company") is the exclusive licensee and/or distributor in Italy, the Republic of San Marino, and the Vatican City State (hereinafter the "Territory").
1.2 The GTC cancel and replace any previous versions and any other verbal or written agreements previously reached between the Parties regarding the same subject matter.
1.3 The Company markets products with exclusive formulations, the result of constant research in its laboratories, intended for hair treatment and aesthetics (hereinafter, the "Products").
1.4 The Products, given their intended use on human skin and its appendages, the importance of their effects on personal aesthetics, and their technical and specialized characteristics (relating to both formulation and application), must be applied only by those with professional experience or following specific instructions and/or assessments by a professional in the sector.
1.5 To this end, the Company has developed product lines requiring special precautions during application and intended for professional use only (hereinafter, the "Technical Products"), and other product lines intended primarily for resale to customers who wish to continue using them at home (hereinafter, the "Resale Products").
1.6 National and EU legislation requires the person responsible for placing goods such as the Products on the market to include on their packaging, or attach to such packaging, the special precautions for use and the instructions necessary for their correct use.
1.7 The Company declines all responsibility for the improper use of Technical Products, such as, but not limited to, coloring, bleaching, perms, fixatives, oxidants, and straighteners, when this is caused or occasioned by a purpose other than that intended, i.e., home use rather than professional salon use by hairdressers.
1.8 In consideration of the foregoing, the Products are sold by the Company primarily to hairdressers and wholesalers."Hairdresser" means the natural or legal person who owns or manages a permanent establishment, or one that also includes the services of a professional hairdresser, equipped with adequate equipment, competent staff, and a decorous appearance, appropriate to the standard of the living environment in which such establishment is located."Wholesaler" means the natural or legal person who resells the Products primarily and specifically to the professional hairdressing sector.Hereinafter, Hairdressers and Wholesalers are jointly referred to as the "Buyer(s)".
1.9 The Company also periodically organizes training courses (the "Courses"), as part of its commercial policies, aimed at training and instructing Hairdressers on the best use of the Products.
1.10 With reference to the Products, it is specified that the specific conditions in force between the Company and the Buyers are governed by a specific contract.
2. SALES CONTRACT
2.1 The GTC apply only to sales made in the Territory, in compliance with applicable laws.
2.2 The GTC constitute an integral part of the Commercial Agreement and/or the Selective Distribution Agreement (hereinafter, jointly, the "Agreement") between the Company and the Buyer.In the event of a conflict between the GTC and the provisions of the Selective Distribution Agreement, the latter shall prevail.They also prevail over the Buyer's general conditions of purchase, even if the Company has signed and/or accepted them.
2.3 The placing of any order by the Buyer implies full knowledge and acceptance of the GTC.
2.4 Pursuant to Article 1461 of the Italian Civil Code, the Company may suspend the fulfillment of its obligations if the Buyer's financial situation is such as to jeopardize the fulfillment of its consideration, unless adequate security is provided.
3. FORCE MAJEURE
3.1 The Company shall not be held liable for the failure to fulfill any of its obligations if the failure is caused by unforeseeable circumstances and/or force majeure (including, but not limited to: natural disasters, terrorist acts, strikes, machinery accidents, supply difficulties, transportation disruptions, fires).
4. PRICES AND BILLING
4.1 The prices of the Products are indicated by the price lists in force at the time of the order.
4.2 The Company reserves the right to change list prices without notice and with immediate effect. This may occur, among other things, in the presence of circumstances that are beyond its control (by way of example but not limited to: increase in the price of raw materials, the cost of labor or the cost of fuel).
4.3 The resale price of the Products is freely set by the Buyer.
5. ORDERS
5.1 Orders must be approved by the Company, which reserves the right to cancel them, block them or reduce their quantities without this being a reason for dispute or complaint by the Buyer.
5.2 The Company may assign the Buyer a credit limit, reserving the right to request advance payment for orders that exceed it. In the event that the Buyer refuses to accept this change in payment terms, the orders will not be validated by our Company. The aforementioned limit is based on information and reports issued by third parties specialized in monitoring and evaluating commercial credit risks. To this end, the Buyer undertakes to transmit to these third parties and/or to the Company the documentation and information requested.
5.3 Buyers' orders may also include Courses.
5.4 Orders from Partners, Hairdressers and Collaborators - who benefit from a dedicated price list - must be over €150 (excluding shipping costs)
6. SHIPMENTS
6.1 Delivery of the goods is governed by the CIP Incoterm, unless otherwise agreed. The transfer of risks to the Buyer will therefore take place at the time of delivery of the ordered Products to the carrier. Unless otherwise agreed, the carrier is commissioned and paid by the Company.
6.2 Transport is managed by the Company until entry into the Buyer's sites, with unloading in free-on-side mode. The unloading of the goods will therefore be the responsibility and expense of the Buyer. The Company may insure the Products against any loss or damage during transport, up to the place of delivery.
6.3 Delivery terms are approximately eight (8) working days from the date of placing the order. Failure to comply with them will not give rise to compensation and/or compensation. The Products are shipped in standard packaging; however, the Company reserves the right to automatically round up quantities to the nearest packaging unit.
6.4 Regardless of the shipping packaging, it will be the Buyer's responsibility to ensure the storage and conservation of the goods in accordance with the law and in any case in the best possible conditions.
7. COMPLAINTS AND DISPUTES.
7.1 Any complaint relating to the goods must be sent by the Buyer to the Company within eight (8) days of delivery. The Buyer, upon delivery, will therefore always be required to check the total number of packages received and to set a reserve in case of differences. In the absence of a reservation, no complaints will be accepted, without prejudice to the provisions of the art. 1698 Civil Code.
7.2 In the event of a complaint or dispute, all costs, expenses or charges due to searches of archived documentation will be borne by the Buyer. The pending nature of a complaint and/or dispute does not allow suspension of payments.
8. RETURN OF PRODUCTS
8.1 Any returns or refunds of the Products by the Buyer will be permitted only with the prior written authorization of the Company, and within the limits and conditions set out therein.
8.2 The Company may always request compensation from the Buyer for any damage suffered by the returned goods. Authorized returns must be returned in good condition in their standard packaging.
8.3 The Company will value the return on the basis of a comparison with the original invoice and will reduce the amount by applying a Reduction Rate which will take into account, among other things, the depreciation that has occurred, the discounts obtained, the transport costs and the period of time elapsed between the date of delivery of the products and that of the return. The longer this period is, the higher the Abatement Rate will be.
9. PAYMENTS
9.1 The Company's payment terms are as follows: "60 calendar days from invoice date" or, alternatively, "30/60/90 calendar days from invoice date." Both are payable by direct debit, direct debit, or bank transfer. The Buyer may not change the payment method selected.
9.2 In the case of payment by direct debit, the Company will charge the Buyer €3.00 (Three/00) for each due date. If the Customer chooses payment terms other than "60 calendar days from invoice date," he or she will be required to pay an amount, agreed upon with the Company, to be calculated as a percentage of the value of invoices due after the 60th day.
9.3 The Company may change the payment terms with written authorization.
9.4 Failure to pay, even partially, for a supply by its due date constitutes grounds for forfeiture—by law and without the need for formal notice—of the benefit of the term (Article 1186 of the Italian Civil Code), thus rendering the entire amount of credits claimed by the Company due, even if not yet due. In the event of late payment, the Company will charge legal interest on late payment, calculated based on the rates in effect from time to time.
9.5 The Company may also charge the Buyer for all costs incurred in recovering its credits. Without prejudice to the provisions set forth above, in the event of late payment, the Company may charge a lump sum of €40.00 (Forty/00) as compensation. The right to compensation for further damages remains unaffected.
9.6 It is further established that failure to pay, even partially, a supply by its due date will result in the immediate suspension of orders and consequent supplies, which may be reactivated only when the entire debt to the Company has been settled.
9.7 Unpaid invoices may never be used as a basis for calculating premiums, bonuses, or other financial benefits. The Company may always verify the accuracy of the amounts paid and, if necessary, request the Buyer to repay any sums unduly received.
9.8 The Buyer and the Company shall record in a current account, established pursuant to Article 1823 et seq. of the Italian Civil Code: (i) the Buyer's credits deriving from any discounts accrued on the Products and/or any other discounts granted to the Buyer by the Company and (ii) the Company's credits deriving from fees owed by the Buyer for participation in the ordered Courses. Unless otherwise agreed, such respective credits are considered due and available at the end of each calendar year in question, the date on which the current account balance will be paid to the creditor of the Company or the Buyer. The current account is established with the Company and maintained by it; credits recorded therein will not accrue interest, nor will the Company be entitled to claim account maintenance and management fees.
9.9 Any dispute by the Buyer regarding the entire commercial relationship with the Company will not be considered after 24 months from the date on which the disputed event occurred. The costs of searching for archived documentation will be borne by the Buyer.
10. EXPRESS TERMINATION CLAUSE
10.1 The Company may declare, pursuant to art. 1456 of the Italian Civil Code, the termination of the contractual relationship if the Buyer fails to comply with its payment obligations or commits another serious breach of its obligations. Unless otherwise decided by the Company, it is agreed that any unpaid goods still in the Buyer's possession at the date of termination will revert to the Company's ownership.
11. OFFSETS AND DEDUCTIONS
11.1 All invoices issued by the Buyer, including those for services, will be settled with the same payment terms as those issued by the Company and cannot be offset. The Company will treat all offsets and/or deductions made by the Buyer as payment delays and may result in the blocking of orders and suspension of supplies.
12. ADVERTISING MATERIAL
12.1 Advertising material provided by the Company to the Buyer must be used only for the promotion and marketing of the Products and may not be transferred to third parties under any circumstances. The transfer of such material will never imply the transfer of intellectual and industrial property rights.
12.2 The Buyer undertakes, at the Company's request, to no longer use the advertising material. This request may be made, among other things, if the material is no longer current, in the event of termination of the relationship and/or the Contract, or if the Company no longer holds the related intellectual property rights.
12.3 It is understood that the advertising material made available to the Buyer on loan for use will remain the property of the Company. Therefore, any further use the Buyer wishes to make of it must be approved in advance by the Company. Any form of advertising and/or communication by the Buyer involving the use of a trademark and/or other distinctive sign registered and/or used by the Company must be authorized in advance by the Company. The same requirement also applies if the Buyer wishes to use them for its own commercial sign.
12.4 The Buyer agrees to indemnify and hold the Company harmless from any damage, prejudice, claim, or request, made by anyone, including in court, resulting from the violation of this article.
13. EXPORTS
The Buyer undertakes not to resell the Products, directly or through distribution, outside the European Economic Area, Switzerland, the UK, and the Channel Islands. In the event of two or more violations of the foregoing prohibition by the Buyer within a 12-month period, the Company may terminate any contractual relationship with the Buyer, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, without prejudice to any other remedy and/or action that the Company may exercise.
14. JURISDICTION
14.1 Any dispute arising between the parties regarding the execution, interpretation, and termination of these GTC shall be subject to the jurisdiction of the Court of Teramo.
15. CONFIDENTIALITY
15.1 The Buyer undertakes, for itself and its employees, to maintain the strictest confidentiality with regard to technical (except where expressly authorized by the Company), financial, administrative, and/or organizational information regarding the Company, its business, and the Products. Specifically, any document delivered by the Company will be strictly confidential. The Buyer undertakes not to disclose, copy, or otherwise use such information, and to return it upon termination of the relationship and/or the Contract. This obligation shall survive termination of the Contract and/or the contractual relationship and/or any subsequent inapplicability of the GTC.
16. EDI (INFORMATION DATA EXCHANGE)
16.1 The Company promotes the development of the EDI system in partnership with its customers according to current market standards, reserving the right to define the operational implementation methods based on individual situations.
17. CLAUSE ACCORDING TO LEGISLATIVE DECREE 231/01
17.1 The Buyer, in the execution of the relationship governed by these GTC and in all relationships with the Company, undertakes—including on behalf of its directors, auditors, employees, and/or collaborators pursuant to art. 1381 of the Italian Civil Code—to comply with the principles set forth in the Code of Ethics and the General Section of the Organizational and Control Model of Mo.Ma s.r.l., in the latest version published and available on the website www.magiaprofessional.it
17.2 The Buyer declares to fully understand and accept these documents without reservation. Should the Buyer fail to comply with the values and principles set forth in the Code of Ethics or the General Section of the Organizational and Control Model, or should it engage in actions that conflict with them, the Company may terminate the relationship pursuant to art. 1456 of the Italian Civil Code. civ., without prejudice in any case to any other legal remedy, including the right to compensation for any damages suffered.
18. ECONOMIC SANCTIONS
18.1 For the purposes of this Article, a) "Economic Sanctions" means restrictive measures, trade embargoes, and economic sanctions adopted by the United Nations Security Council, the European Union, the United States of America, or any other sovereign state; b) "Rules for the Application of Economic Sanctions" means laws, regulations, and decisions aimed at issuing Economic Sanctions.
18.2 The Buyer warrants: a) that it is not subject to, and, to the best of its knowledge, that it is not controlled by, or connected to, natural or legal persons subject to Economic Sanctions; b) that it is not involved in any proceedings or investigations conducted by the Authorities for the alleged violation of Rules for the Application of Economic Sanctions.
18.3 The Buyer undertakes to comply with all Rules that provide for the application of Economic Sanctions, and not to: a) export, re-export, transship, or supply, directly or indirectly, even in part, the goods or services that are the subject of its business in violation of any Rule that provides for the application of Economic Sanctions; b) negotiate, finance, or otherwise facilitate any commercial transaction in violation of the aforementioned rules.
18.4 The Buyer undertakes to indemnify and hold the Company harmless from any loss, liability, damage, fine, cost, and/or expense (including legal fees) incurred as a result of the breach of the obligations set forth in the previous paragraph.
18.5 The Buyer acknowledges that the provisions of this Article constitute a fundamental and essential obligation and that failure to comply with any of its provisions would constitute a serious breach, such as to entitle the Company to terminate the relationship and/or the Contract pursuant to and for the purposes of Article 18. 1456 of the Italian Civil Code, without prejudice to any other legal remedy, including the right to compensation for any damages suffered. In this case, no compensation and/or further remuneration will be due to the Buyer, regardless of any activity or agreement concluded with third parties.
19. USE AND RESALE OF PRODUCTS
19.1 If the Technical Products are sold to the end consumer by the Buyers, the latter will be solely liable for any damages caused to the consumer. Violation of this clause may result in the termination of any agreement with the Buyers pursuant to Art. 1456 of the Italian Civil Code. The right to compensation for damages remains unaffected, in addition to any other remedy and/or action that the Company may pursue or pursue.
19.2 Shampoos, conditioners, masks, and other treatments can also be purchased by the Hairdresser in formats for professional use (hereinafter, "Salon Format Products"). The Hairdresser acknowledges that they are the end user of the Salon-Sized Products, as they are intended to provide their clients with professional services within the salon. The Hairdresser therefore has no right and will not sell these products to end consumers. 19.3 Wholesalers may resell the Salon-Sized Products to other Wholesalers or Hairdressers, and not to end consumers.
20. WARRANTIES AND RESPONSIBILITIES
20.1 The Company guarantees the end consumer that the Products are harmless, provided they are used strictly in accordance with the instructions on the packaging or attached to the method of application and dosage. Therefore, the Company assumes no responsibility or liability for any damage caused by improper use of the Products. It is also understood that the Company cannot be held liable if the Products are stored in unsuitable conditions or incompatible with their nature.
20.2 To this end, the Buyer undertakes to comply with any applicable obligations regarding Product traceability, storage, and transportation. These obligations shall also apply to the marketing of medical devices. Any sale of Products in violation of the limitations and prohibitions specified above shall give the Company the right to immediately terminate existing business relationships, pursuant to Article 1456 of the Italian Civil Code, without any obligation to compensate or claim damages from the Buyer.
20.3 The Company's maximum total liability for each order placed shall not exceed the total amount owed by the Buyer for that order.
21. PROCESSING OF PERSONAL DATA
21.1 The parties undertake to comply with all obligations set forth in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the "protection of natural persons with regard to the processing of personal data and on the free movement of such data" (hereinafter "GDPR"), applicable national regulations, and the provisions of the Italian Data Protection Authority.
21.2 Each party acknowledges and accepts that the personal data relating to the other party, as well as the personal data (e.g., names, company email address, etc.) of its employees and/or collaborators involved in the activities forming the subject matter of the commercial relationship between the parties, will be processed by the other party as Data Controller for purposes strictly related to the establishment and execution of the commercial relationship itself and in accordance with the information provided by each party pursuant to and for the purposes of Article 13 of the GDPR. 13 of the GDPR, which the other party hereby undertakes to bring to the attention of its employees and/or collaborators, as part of its internal procedures.
21.3 It is understood that personal data will be processed in accordance with the principles of lawfulness and fairness, in order to protect fundamental rights and freedoms, in compliance with appropriate technical and organizational measures to ensure a level of security appropriate to the risk, using manual and/or automated means.
