INDEX

1.    Definitions
2.    Object
3.    Conclusion of Sell and Purchase Agreements
4.    Products Availability
5.    Price and Shipment Costs
6.    Sending Ways of Purchase Orders
7.    Payment Terms
8.    Products Shipment and Delivery
9.    Withdrawal Right
10.    Products Flaws/Non-compliances
11.    Liability derived from the Product
12.    Mistakes and/or inaccuracies in the On-line Shop
13.    Intellectual Right
14.    Applicable Law
15.    Contacts

1. Definitions

The following listed terms and expressions have the following meaning; the singular terms are intended plurals too and vice versa.

1.1 Customer: means whatever entity (physical or legal) that buys one or more Products through the On-line Shop, accepting the General Provisions.

1.2 ZETA: means “ZETA SRL”, legal address Via S. Antonio, 26 in Castello di Godego (TV) – Italy – registered at Business Registry of Treviso – Italy – VAT number IT04126390261, e-mail: info@soullimit.com.

1.3 Parties: means ZETA and the Customers collectively.

1.4 General Provisions: means the General Selling Provisions hereby specified and the future new version that could be published from ZETA in the On-line Shop.

1.5 On-line Shop: means the virtual shop managed by ZETA and accesible through the URL http://www.soullimit.com which allows to buy the Products.

1.6 Buying and Selling Agreements: means the contracted buying and selling Agreements of Products accordingly to the Article 3 of the present agreement between ZETA and the Customers through the On-line Shop.

1.7 Orders: means the purchase orders of Products sent by the Clients accordingly to the General Provisions and following the procedure explained in Article 6.

1.8 Order Confirmation: means the e-mail message through which ZETA communicates to the Clients the orders acceptance.

1.9 Price: means the selling price of the Products as specified in the On-line Shop in correspondence to the Products themselves.

1.10 Products: means the products published inorder to be sold on the On-line Shop.

1.11 Profile: means the section of the On-line Shop in which the Customers can, previous authentication:
•    examine and modify their personal data and the addresses to which the Products object of the Orders must be shipped and delivered;
•     examine previous Orders;
•     access to whatever specific function concerning their activity in the On-line Shop.


2. Object

2.1 The General Provisions regulate every Buying and Selling Agreement and are part of the agreement itself.

2.2 ZETA reserves the right to modify in every moment the General Provisions, it being understood that those published in the On-line Shop at the moment of the Orders sending from the Customers would be in force.

2.3 In case on contrast between the General Provisions and other terms and provisions concerning the Buying and Selling Agreements published in the On-line Shop, the terms and provisions favorable to the Customers should be in force.


3. Conclusion of Buying and Selling Agreements

3.1 ZETA commits itself to send to the Customers the confirmation of the Purchase Orders, within 3 (three) workdays from the receiving day of the Customers' Orders.

3.2 The Buying and Selling Agreements are intended in force between the Parties in the moment in which the Customers receive the Confirmation of the Purchase Orders. In case the Customers don't receive the Confirmation of the Purchase Order within the term specified in Article 3.1, that Order should be intended rejected by ZETA and therefore devoided of force.

3.3 With the Orders sending, the Customers declare to be aware of every instruction concerning the purchase conditions of the Products as specified in Article 6 and to fully accept the General Provisions as well as to be aware of every other information contained in the On-line Shop, even those recalled through a link.

3.4 The Orders should be filed in the On-line Shop data bank, accordingly and in respect of the conditions and the provisions established in the Legislative Decree 30/06/2003 n° 196 (“Privacy”) and should be accessible contacting ZETA as established in Article 1.2 or accessing the Profile. 


4. Products Availability

4.1 Reserved what established in Article 4.6, in correspondence to every Product published in the On-line Shop, ZETA specifies if the product itself:
•     is available in its warehouse
•     is not available in its warehouse
•     is available “on demand”
•     can be “personalized”

4.2 In the On-line Shop the Products typology and their availability could be varied in every moment without involving any liability for ZETA toward the Customers.

4.3 The indication regarding the Products availability is not binding, being understood that the Products indicated as “not available” in force of Article 4.1 couldn't be ordered by the Customers. In case that a Product is unexpectedly unavailable, even if indicated as available at the moment of sending the Order by the Customer, ZETA, being understood what established in Artcle 3.2, commits itself to communicate with a following e-mail message to such Customer the foreseen time to have new availability of that/those Product/Products object of the Order sent by the Customer.
The Customer could cancel the Order within 48 (forty-eight) hours from the receiving of said ZETA's e-mail message (being understood the withdrawal right specified in Article 9) sending an e-mail message to the address indicated in Article 1.2. In this case ZETA commits itself to refund the Price as soon as possible.

4.4 In case that in correspondence of a Product there is the indication “on demand”, it means that such Product isn't at the moment available in ZETA's warehouse but it would be immediately ordered at the main warehouse after the confirmation of the Order by the Client.

4.5 In case that in correspondence of a Product there is the indication “can be personalized”, it means that the Product can be modified/adapted/personalized in accordance with the specific request of the Customers within the limits of personalization per single article. In that case, the Customers must specify their requests in the proper space at the moment of sending the Orders.
After sending the Order Confirmation, ZETA commits itself to communicate to the Clients, sending an e-mail message, the foreseen  term for the personalized Product shipping.
Even if ZETA would do whatever it can to respect such term, it is just estimate and doesn't imply any liability for ZETA.

4.6 ZETA reserves the right to not indicate the availability of all and/or some Products published in the On-line Shop.


5. Price, shipment costs, taxes and customs

5.1 The Price is expressed in € (Euros). The applicable price is that published in the On-line Shop at the moment of the Orders sending by the Clients.

5.2 The Price is intended inclusive of VAT (20%) if the Products are shipped by ZETA and delivered within the European Union. If the Products are shipped by ZETA and delivered outside the European Union the Price is not intended inclusive of VAT.

5.3 The Price doesn't include shipment costs.

5.4 The amount for shipment costs required by ZETA is indicated, separately by the Price, before the Order sending of the Clients and will be paid by Clients together and contextually with the payment of the Price accordingly to the terms fixed in Article 7.

5.5 Possible taxes, levies, custom duties and other burdens provided by laws of the Country where the Products are shipped to and delivered will entirely be charged on the Clients and will be paid by the Clients themselves at the moment of Products delivery directly to fiscal or customs appropriate authorities or rather to the carrier in charge of delivery.


6. Sending Ways of Purchase Orders

6.1 To send the Orders, Clients must be registered in the On-line Shop entering all the “obligatory” data and choosing a password to send the Orders and to access, even in another moment, to their Profiles.

6.2 Clients can buy the Products selecting them in the On-line Shop section committed to the researched Product typology and inserting them in the “shopping trolley”. If the Client wants to buy more than one product, he must repeat the same procedure clicking on “add other products”. Finished the choice of Products, the Clients must, if they hadn't already done it, register themselves as explained in Article 6.1 and then they must authenticate entering their e-mail addresses and passwords in the proper space and click on “go to cash desk”.
Once checked out the correctness of the chosen Product/Products data and the “sending information”, Clients must choose the payment term as explained in Article 7. Then the Clients can proceed to send the Orders clicking on “send”.


7. Payment Terms

7.1 Clients can pay the Price and the shipment costs (see Article 5) with credit card, postal order, PayPal, bank transfer or other ways that could be pointed by ZETA on the On-line Shop.
ZETA reserves the right to change, in every moment, the payment terms available to Clients, being understood that the useful terms will be those published in the On-line Shop at the moment of sending the Orders.

7.2 In case of payment with credit card, once verified the credit card data and received the authorization from the credit card issuing company used by the Clients, the Price and the shipment costs (see Article 5) will be charged to Clients contextually to the ZETA's Order Confirmation sending.
The credit card data sent during this procedure are protected and sent directly to the banking company that controls the payments. The payment takes place directly in a protected server, with encrypted key SSL in such a way to guarantee an absolutely safe transaction . The credit card data are not accessible to ZETA nor to third parties, neither at the moment of the Order sending nor later.

7.3 In case of payment with postal order, Client must make the payment on ZETA's postal current account indicated in the On-line Shop at whatever Postal Office, specifying in the transfer the order number (inclusive the initial letters) communicated by ZETA at the moment of sending the Order by the Clients and in the Order Confirmation.

7.4 In case of payment with bank transfer, Clients must make the payment to the banking data indicated in the On-line Shop, specifying in the transfer the order number (inclusive the initial letters) communicated by ZETA at the moment of sending the Order by the Clients and in the Order Confirmation.

7.5 In case of payment with PayPal, at the moment of sending the Clients Orders, the web session will be transferred on a safe PayPal site. In that Web site, Clients can complete the payment of the Price and of the shipment costs (see Article 5) using their PayPal account and following the use conditions of PayPal service subscribed by Clients in that moment or previously. The Price and the shipment costs (see Article 5) will be charged on Clients' PayPal account contextually with the sending of the Order Confirmation by ZETA.

7.6 If requested by Clients contextually with the Orders sending, ZETA will send to Clients regular invoice by e-mail or mail. For issuing the invoice it will attested the information given by the Clients. It will not be possible to make any change about the invoice once issued by ZETA.

7.7 The information received by ZETA under present Article 7, will be used exclusively to complete the procedures concerning the Products sale and the procedures of reimburse in case of withdrawal right availing (see Article 9) by Clients.


8. Products Shipment and Delivery

8.1 Granted that for “shipment” of Products by ZETA is meant the delivery of the Products themselves to the carriers selected from time to time following what said in Article 8.1.7, ZETA is not obliged to ship out the Products until it doesn't receive the payment of Price; once received the payment of Price, ZETA commits itself to ship the Products:

8.1.1 in case Products are available (as said in Article 4)
•     within 3 (three) workdays from the receiving of charge authorization communication (see Article 7.2) in case of payment with credit card;
•     within 3 (three) workdays from the moment in which it is communicated to ZETA that the payment has already been done in case of payment with different means from credit card.

8.1.2 in case of available Products become unavailable as explained in Article 4.3:
•     within 3 (three) workdays from the moment in which that product or Products are again available in ZETA's warehouse, granted that the Client can always exercise the right of withdrawal (see Article 4.3).

8.1.3 in case of Products “on demand” (see Article 4.4)
•     within 3 (three) workdays from the moment in which the products themselves are available in ZETA's warehouse.

8.1.4 in case of Products that can be “personalized” (see Article 4.5)
•     within 3 (three) workdays from the moment in which the products themselves are available in ZETA's warehouse.

8.1.5 in case that the availability of one or more Products is not specified (as faculty expressed in Article 4.6) but they are available in ZETA's warehouse at the moment of the Order sending by the Clients:
•     within 3 (three) workdays from the receiving of charge authorization communication (see Article 7.2) in case of payment with credit card;
•     within 3 (three) workdays from the moment in which it is communicated to ZETA that the payment has already been done in case of payment with different means from credit card.

8.1.6 in case that the availability of one or more Products is not specified (as faculty expressed in Article 4.6) and they aren't available in ZETA's warehouse at the moment of the Order sending by the Clients:
•     within 3 (three) workdays from the moment in which the products are available in ZETA's warehouse.

8.1.7 ZETA guarantees the Products shipment, toward the Countries specified in the On-line Shop, by means of carriers chosen from time to time according to the kind of Product object of the Order and to the destination place. Products are shipped by ZETA and delivered by the carrier chosen by ZETA at the address specified by Clients at the moment of registration (see Article 6.1) or at different address specified at the moment of sending the Order.

8.1.8 ZETA commits itself to make the best of its abilities so that the Products shipped accordingly to Article 8 will be delivered by the chosen carrier:
•     in Italy within 72 (seventy-two) hours from the date of shipment;
•     outside Italy within 10 (ten) days from the date of shipment.

8.1.9 the terms of delivery as in Article 8.1.8, cannot be, in any case, considered binding so ZETA, that cannot control directly the Products delivery subsequently their shipment, cannot be considered in any way liable for the failed respect of the terms of deliveries themselves.

8.2 On order to allow to Clients to follow the Orders state, ZETA generates an Order number that, inside the “my orders” section, - accessible from every page of the On-line Shop – allows to check every information concerning the Orders.

8.3 Clients can moreover check the state of Orders thanks to the functions possibly given by the carrier chosen by ZETA for the delivery. Such check can be made by Clients only after the Products shipment and using the data given by ZETA by e-mail or accessing their Profile.

8.3.1 Clients, or other subject appointed by Clients, that are at the address indicated as Products delivery place in the Order Confirmation, at the moment of delivery must check:
•     that the Products correspond to what specified in the carrier's delivery notes (DDT) in number and kind;
•     that the Products packing and packaging is complete, undamaged, dry and in no way modified, even in its closing materials.

8.4 Whatever damage to the Products packing/packaging must be immediately challenged by Clients appending a written check reservation on the carrier's delivery receipt. No need to say that, once signed the carrier's delivery receipt without any protest, Clients cannot raise any objection to ZETA in reference to the exterior characteristics of the delivered goods.

8.5 Products can be delivered by carriers only to Clients or to subject appointed by Clients themselves; the subject to which the Products are delivered must sign to certify the delivery. The carriers don't make delivery to post-office boxes or inserting the Products in letter-boxes or other similar places.


9. Withdrawal Right

9.1 If Clients are “consumers” (that means physical person that act for purposes different from entrepreneurial, commercial, handmade or professional activities possibly practiced) have the right, pursuant to and in accordance with Article 64 of Legislative Decree n° 206/2005, to recede the Sell and Purchase Agreements within 30 (thirty) days from the receiving of the Products objects of the Sell and Purchase Agreements. The Withdrawal Right must be claimed by Clients by sending to ZETA a written communication by e-mail to the address indicated in Article 1.2 containing:
•     the expressed will to claim the withdrawal Right;
•     the number of the Order that generated the Sell and Purchase Agreement from which they want to recede.

9.2 In case Clients claim the Withdrawal Right whereof expressed at present Article 9:

9.2.1 Clients commit themselves to return the Products within 10 (ten) days from the communication of withdrawal (see Article 9.1);

9.2.2 every cost arising from the Products restitution is charged to Clients;

9.2.3 ZETA commits itself to reimburse the Price as soon as possible and in any way within 30 (thirty) days from the receiving of the withdrawal communication (see Article 9.1) on the condition that:
•    products had been returned undamaged;
•    the original packing/packaging of the Products had been returned undamaged too;
•    fittings, user manuals, etcetera had been returned undamaged too;
•    the Products had not been used.

9.2.4 ZETA will communicate to Clients the way in which the reimburse will take place and for that reason should require to Clients their banking data (such as IBAN code and bank account holder name).

9.3 In case that Clients claim the withdrawal right in different ways and terms from those specified in the present Artcle 9, they will not have the right to be reimbursed of the Price.

9.4 As an alternative to the withdrawal right (see Article 9), the Clients that are “consumers” (accordingly to the definition in Article 9.1) can choose a “product change” accordingly to the conditions and terms explained in the On-line Shop.

9.5 In case of personalized products (see Article 5.4), as an alternative to the withdrawal right, the “consumers” Clients must get in touch with ZETA's commercial department and arrange with it the change and/or substitution of the original order.


10. Products Flaws/Non-compliances

10.1 If Products have a recognized by the producer warranty (commercial/conventional warranty), possible flaws/non-compliances of Products must be reported by Clients directly to the producer following the conditions and terms expressed in the warranty itself.

10.2 To “consumer” Clients (accordingly to the definition in Article 9.1) are recognized the rights of consumer pursuant to and in accordance with Article 130 of Legislative Decree n° 206/05; those rights must be claimed accordingly to Article 132 of the same Legislative Decree (n°206/05).


11. Liability derived from the Product

11.1 The Products producer is the subject responsible for whatever damage caused by flaws of Products themselves.


12. Mistakes and/or Inaccuracies in the On-line Shop

12.1 ZETA commits itself to constantly check the On-line Shop in order to avoid mistakes or inaccuracies. However, it is possible that the On-line Shop contains or can contain in future mistakes, inaccuracies or omissions.

12.2 Therefore ZETA reserves the right to correct mistakes, inaccuracies or omission contained in the On-line Shop even after the sending of an Order and moreover reserves the right to change or update information in every moment without giving previous communication to Clients.


13. Intellectual Right

Every Intellectual Right connected to the On-line Shop contents is ZETA's exclusive property. The On-line Shop and its contents cannot be reproduced neither fully nor partially, transferred by electronic or conventional means, modified, connected and used for whatever purpose without previous written agreement of ZETA.


14. Applicable Law

14.1 The general Provisions and the Sell and Purchase Agreement shall be governed by Italian laws (in particular by Legislative Decree n° 206 dated 06/05/2005 – which Articles from 50 to 67 regulates agreements at distance – and by Legislative Decree n° 70 dated 09/04/2003 about electronic commerce matters) and must be interpreted by them.

14.2 Any dispute arising from the execution of, or in connection with, the General Provisions and/or the Sell and Purchase Agreements shall be settled exclusively by the Courts of Treviso, section of Castelfranco Veneto, Italy.