1. SCOPE AND EXECUTION OF THIS AGREEMENT
1.1 These general terms and conditions of sale (hereinafter, the “Conditions of Sale”) govern all the sales and deliveries of any products by Gritti Capital Srl, with registered office in Via Visconti di Modrone Uberto 38, VAT no. 13271211008, commercial register no. RM1434718 (hereinafter, the “Seller”) through the Internet website www.thegrittipalaceboutique.com (hereinafter, the “Online Shop”).

1.2 The relationship governed by this Conditions of Sale will be subject to the provisions set forth by the Legislative Decree no. 70/03 (so called “Decree on the Information Society and the Electronic Commerce”), the Legislative Decree no. 196/03 (“Privacy Law”), the Directive 1999/44/EC and the Legislative Decree 206/05 (“Consumer Protection Law”), to the extent the contracting party (the “Client”) is a consumer according to the Consumer Protection Law.

1.3 The agreement executed with the Seller through the Online Shop (the “Contract”) is a distance contract. The display of the products on the Online Shop is an invitation to offer. Each order sent through the Online Shop will be a contractual offer to the Seller for the purchase of the products detailed therein and it is subject to Seller’s approval according to clause 3 below. The Contract shall be considered as executed upon the receipt, by the client, of the declaration of acceptance of the order or, in any case, the delivery or the ordered products.

2. ACCEPTANCE OF THESE CONDITIONS OF SALE
2.1 These Conditions of Sale shall be read carefully by the Client before placing an order with the Seller for the purchase of any goods displayed on the Online Shop and shall be explicitly agreed before sending the order through the procedure provided by the Online Shop.

3. CHOICE OF GOODS, PLACING OF ORDERS, PRICE AND FINALIZATION OF THE AGREEMENT
3.1  The Online Shop displays the products which are available for purchase together with the relevant price (including legally applicable VAT) and information on delivery, delivery costs where reasonably predictable and products availability.

3.2 The Online Shop provides for a specific procedure for placing purchase orders. In no cases the Seller will accept orders submitted in any manner other than the full and correct completion of the procedure made available on the Online Shop. Those fields whose completion is mandatory are highlighted during the ordering procedure.

3.3 Those products which have been selected by the Client for purchase in the Online Shop will be temporarily stored in a personal shopping basket for the time of the Client’s visit of the Online Shop. Such temporary storage is not a booking: the Seller does not ensure that the products stored in the personal shopping basket will be available at the ordering.

3.4 The Client may verify the content of the personal shopping basket and the relevant details at any time during the visit of the Online Shop. In order to send an order to the Seller, the Client shall:
(i) verify the content of its personal shopping basket;
(ii) express his/her intention to purchase by clicking the proper buttons on the personal shopping basket page;
(iii) complete the provided order form;
(iv) specify a means of payment among those available;
(v) expressly accept this Conditions of Sales;
(vi) expressly accept the Privacy Policy;
(vii) submit his/her purchase offer by clicking the proper CONFIRM ORDER AND PAY “.

3.5 The submitted order is a contractual offer subject to Seller’s confirmation and implies the obligation of the Client to purchase the products specified therein according to the terms and conditions detailed in the order itself and those set forth by these Conditions of Sale.

3.6 Applicable prices are those displayed in connection with the ordered products on the Online Shop upon the submission of the order. All prices are in Euros and include legally applicable VAT. Shipment prices are not included. Without prejudice to Seller’s responsibility for shipment and delivery as set forth under clause 4 below, shipment prices will be charged to the Client: a specific warning is included together with the price details.

3.7 Once the order is submitted, the Client will be requested to provide all the information being necessary to finalize the payment through the means selected by the Client. Once completed the payment, the Client will receive a message confirming the receipt of his/her order and containing all the details of the contract, including Seller’s details (including contact details), the selected products, the relevant quantities, the unit and overall prices, the available information on delivery and relevant costs, the information on the right of withdrawal, where applicable (the “Order Confirmation”). Order Confirmation is a simple acknowledgement of the receipt of Client’s order and not acceptance of the same.

3.8 Client’s order are processed during normal business hours (i.e. from 9AM to 4PM) and on Italian working days; those orders which are submitted in different times will be processed on the subsequent working day.

3.9 The Client is entitled, without prejudice to the applicable right of withdrawal, to cancel his/her order at any time before receiving the Order Acceptance (as defined under clause 3.10 below).

3.10 The Contract is actually concluded and becomes effective between the parties upon the receipt by the Client of a communication from the Seller confirming the acceptation of the order, the availability of the products and the dispatch of the purchased products to the address specified by the Client (the “Order Acceptance”); otherwise, the Contract shall be deemed executed upon the delivery of the ordered products at the address specified by the Client.

3.11 Seller has the faculty not to accept Client’s order as well as to accept an order only partially. Order Acceptance details the products for which the order has been accepted. Client’s order will be deemed to be not accepted if no Order Acceptance or delivery of the ordered products incur within 14 days as of the receipt of Client’s order.

3.12 The products included in a single order may be delivered in more than one shipment. In such a case, the Client will receive separate Order Acceptances for each shipment, each of which shall finalize the Contract only with respect to the products detailed therein. The Client’s order shall be deemed rejected with respect of those products which are not included in the Order Acceptances.

4. AVAILABILITY, SHIPMENT AND DELIVERY
4.1 As soon as the Client’s order is processed the Seller informs the Client if any of the ordered products turn out to be unavailable. In such a case, the order will not be accepted with respect to those products being unavailable.

4.2 In case, notwithstanding the Client has receipt of the Order Acceptance, one or more products included in an accepted order turned out to be unavailable, the Seller will inform the Client accordingly and will propose, alternatively, to modify or cancel the accepted order. In case of cancellation of the accepted order, the Seller will fully refund the Client within 14 days as of the date of cancellation of the order. In case of modification of the accepted order, the Seller will review the price of the original purchase order and will communicate the same to the Client by e-mail, detailing the new order contents and the term by which the Client shall confirm the so amended order. In any case, if the Client does not provide confirmation that he/she agree on such amended order, the whole order will be deemed cancelled and void.

4.3 The Seller is responsible for the delivery of the purchased products, irrespective whether the relevant costs are included in the price or will be charged to the Client.

4.4 The Seller will deliver the purchased products to the address specified by the Client. Any unexpected cost due to erroneous indication of the delivery address shall be charged to the client.

4.5 The purchased products will be delivered according to the following delivery times:

- Italy: 24-72 working hours as of the Order Acceptance;
- Germany: 24-72 working hours as of the Order Acceptance;
- France: 24-72 working hours as of the Order Acceptance;
- Other EU Countries: 24-72 working hours as of the Order Acceptance;
- Non-EU Countries: 3-4 working days as of the Order Acceptance.
To the extent delivery shall be carried out in non-EU countries, delivery times are not guaranteed by the Seller. It remains understood and agreed that customs clearing is not included in delivery time for the purpose of compliance with the above deadlines.
Without any limitation to the provision of clause 3.11 above, Seller reserves the right to refuse orders requiring delivery in any countries outside of the EU.

4.6 In case the delivery of the purchased products shall take place outside of the EU, Client may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance will be borne by the Client. The Client hereby recognizes and agrees that, by ordering products from the Seller through its Online Shop, the Client is the importer of foreign goods according to the customs regulations and must comply with all applicable laws and regulations, as the case may be.
4.7 The Seller disclaims any liability for any delay being the consequence of force majeure or any other cause for which the Seller cannot be hold responsible.

5. TERM OF PAYMENT

5.1 The payment of the purchase price shall be paid by credit card. The Seller accepts only the credit cards listed hereunder:
- American Express, Diners Club, Mastercard, Visa

Invoices, where applicable, will be sent only electronically (in pdf format) according to the details provided by the Client.
5.2 In the event of delay of payment the Client commits himself to paying the amounts due plus 3% interest for delay over and above the respective prime rate of the European Central Bank.

5.3 In the event of delay of payment or performance on the part of the Client, the Seller is entitled without prejudice of other rights to retain the deliveries until the payment is fully executed. After an appropriate period of grace having passed, the Seller is also entitled to withdraw from the contract and claim damages for non-performance. In this case the Client commits himself, if requested, to return the delivered goods at his expense immediately to the Seller. The assertion of claims for damages for cancellation, wear, compensation for transport costs of one's own and other remains reserved, whereby the Seller is entitled on its part to claim or retain 20% of the invoice amount as a minimum fine for withdrawal from the contract.

6. RIGHT OF WITHDRAWAL
6.1 The Client, who is a consumer according to the Consumer Protection Law has the right to withdraw from the Contract executed with the Seller, without giving any reason, within 14 days from the day on which the Client, or a third party other than the carrier and indicated by the Client, acquires physical possession of the products. In case the delivery of the purchased products is carried out through more than one shipment, the above term of 14 days starts from the day on which the Client acquires, or a third party other than the carrier and indicated by the Client acquires, physical possession of the last good.
6.2 In order to exercise the above right of withdrawal, the Client must inform the Seller, using the contact details provided above, of his decision to withdraw from the contract by an unequivocal statement as a letter sent by post, fax or e-mail. The Client may also use the form attached hereto as annex A the use of which, however, is not compulsory.
6.3 In order to meet the withdrawal deadline, the Client must send the above communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.
6.4 In case the Client decides to withdraw from the contract according to this right of withdrawal, the Seller shall reimburse to the Client all the payments received already received, including the delivery costs (with the exception of the supplementary costs resulting from choices of the Client), without undue delay and in any event within 14 days from the day on which the Seller is informed of the decision to withdraw from the contract. The Seller will carry out such reimbursement using the same means of payment used by the Client for the initial transaction, unless expressly agreed otherwise. In any event, the Client will not incur any fees as a result of such reimbursement.

6.5 The Client shall send back the goods or hand them over to the Seller, without undue delay and in any event within 14 days from the day on which the Seller is informed of the decision to withdraw from the contract. The deadline is met if the Client sends back the goods before the period of 14 days has expired.

7. EXCEPTIONS TO THE RIGHT OF WITHDRAWAL

According to the Consumer Protection Law, the right of withdrawal referenced to above does not apply to the following categories of products:

- products which are not suitable for return due to health protection or hygienic reasons if unsealed by Client after delivery, or which are, after delivery, inseparately mixed with other items;
- the supply of goods made to Client’s specifications or clearly personalized;
- the supply of goods which may deteriorate or expire rapidly.

As a consequence, the right of withdrawal referenced to above does not apply to those of the products commercialized on the Online Shop which consists of food, beverages and other goods which are perishable by nature, have a limited shelf-life and/or are commercialized and/or delivered in sealed packaging.

8. WARRANTY AND LIABILITY

8.1 The Client shall verify the status of the delivered products immediately on the delivery. In particular, the Client is committed to inspecting whether the delivered products are complete, corresponding to the ordered products, and free of visible defects and, in order to avoid possible lapse of Client’s statutory rights, shall give immediate written notice to the Seller of any defect occurred on the delivered products. In any case, this notice of defect will be valid only if sent to the Seller within 8 days from the delivery of the products or, in case of hidden defect, from the discovery of such defect.

8.2 In case the Client is a consumer according to the Consumer Protection Law, the products commercialized through the Online Shop are covered by the statutory warranty of compliance for the period of 2 years from the delivery of the same. In any case, the Client is committed to give notice of the discovered defect within 2 months from the date of discovery of such defect.

8.3 In case the delivered products are defective and the relevant defects have been promptly notified to the Seller, the Client may choose between (i) the renovation of the delivered product or (ii) the replacement of the defective product. In case such remedies are incongruous, the Client may request (iii) an adequate price reduction or (iv) the termination of the contract.

8.4 Without prejudice to the rights set forth by the Consumer Protection Law, the Seller disclaims any liability for (i) losses that were not caused by its conduct, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect or consequential losses that were not foreseeable at the time of the execution of the agreement governed by these Conditions of Sale.

9. JURISDICTION

These Conditions of Sale are governed by and construed in accordance with the laws of Italy. It remains understood and agreed that any and all claim howsoever connected with the scope of these Conditions of Sale shall be submitted to the non-exclusive jurisdiction of the Courts of Milan, which means that the Client may bring a claim to enforce his/her consumer protection rights in connection with these Conditions of Use either in Milan or in the place where the Client is domiciled.
In addition, it is worth informing that the European Commission provides an out-of court alternative dispute resolution platform which is accessible at the website http://ec.europa.eu/odr.