Conditions of sale

GENERAL CONDITIONS OF SALE FOR BRANDED PRODUCTS 

This document contains the General Conditions of Sale which govern the purchase and sale relationships between Mesauda, ​​as defined below, and the relevant Customers (hereinafter also just " Buyers "), for any type of product.

Glossary

Mesauda ” or “ Seller ”:	the Mesaudabeauty Companies, with registered office in Piazza Generale Armando Diaz 7- 20123 Milan, VAT number 12691340967 and/or MNP Labs Srl, with registered office in Via Massimo D'Antona 28 - 23893 - Cassago Brianza (LC), on the basis of order by the Customer of products, respectively, under the “Mesauda” or “MNP” / “Mesauda Nail Pro” brand.
Customer :	Business customers, falling within the notion of Professional pursuant to Art. 3, paragraph 1, letter. c) of the Consumer Code, who have requested and/or received from Medauda the Unique Code for access to the Platform, for the purposes of carrying out activities as a wholesale distributor, sale to the public, agency, procurement on the basis of what is once indicated in the "Economic Conditions" document agreed between the parties.
Order :	It contains the list of Products requested from time to time and any special conditions governing the relationship.
Products:	The Mesauda or MNP brand products indicated in the Economic Conditions
Economic conditions:	The document agreed between the Customer and the Seller, which indicates the economic rates, possibly discounted, reserved for the Customer, the relative duration, the type of Products and any other purchase conditions
Unique Code:	The access code to the Platform communicated by Mesauda to the Customer once an agreement on the Economic Conditions has been reached.
General conditions of Sale:	These conditions which will be applied to all orders of Products placed through the Platform and/or through other channels following the transmission of the Unique Code.
Platform	This web platform is designed for sending Product Orders by Customers
Set off	The Seller and the Customer
Execution of the shipment	Acceptance of the products by the shipper
Brand names	The set of brands "Mesauda Cosmetics", "Mesauda Milano", "MNP Labs" and other distinctive signs licensed or sublicensed to the Customer for the purposes of selling the Products pursuant to these General Conditions and the Economic Conditions;

 

1) GENERAL RULES

• Except as otherwise provided in writing by the Company, all sales of products and/or related supplies are subject to acceptance of these General Conditions by the Buyer, in the manner provided on the Platform.
• The application of these General Conditions by the Seller will be valid for all requests aimed at obtaining a Unique Code and for the order proposals that the Seller has received from the Customer via the Platform and/or in any different ways from time to time indicated by the Seller.
• The Seller may, at its sole discretion and without any obligation to state reasons, accept or refuse any request for the attribution of a Unique Code. The Parties will negotiate the Economic Conditions in good faith, without there being any obligation on either party to grant and/or accept any of the conditions proposed by the other Party.
• Acceptance of these General Conditions constitutes a waiver by the Customer of the application of any general or specific Purchase Conditions. Any condition contained in the order that modifies, conflicts with or contradicts these conditions will be considered invalid and unenforceable, unless the Conditions establish otherwise. The Seller does not recognize verbal agreements or commitments of its officials, representatives or agents; any exceptions to these conditions must be drawn up in writing and signed by the Parties.
• The Seller reserves the unquestionable right to modify the conditions at any time, giving express communication to the Customers.
• The order transmitted via the Platform - or in the various ways possibly agreed - is intended as an irrevocable purchase proposal, while it must be considered accepted by the Seller only following the order confirmation or the fulfillment of the order itself.
• Unless otherwise indicated by the Seller, payments will be made in Euro currency by bank transfer.

2) ORDER PROCEDURES

• Orders on the Platform are permitted exclusively in favor of Customers in possession of a valid and unsuspended Unique Code.
• Orders on the Platform will be considered valid only if all the fields indicated as mandatory have been correctly filled in and sent to Mesauda in the manner indicated on the Platform (selection of the "Submit"/"Confirm" button).
• The Customer has the right to request, within the Platform and in the ways indicated therein, the cancellation or modification of the Order only before its execution. The Seller reserves the right to cancel orders already accepted, up to the moment of delivery of the Products covered by the Order, without incurring any liability or obligation of any nature towards the Customer.
• The Seller has the right not to accept modifications or cancellations of the order after the shipment has been made. To be effective, modifications and cancellation must be expressly accepted by the Seller.
• The minimum number of Products to order for each reference is 3 (three) pieces per Stock Keeping Unit (in short "SKU"); the Seller will have the right - but not the obligation - to accept Orders for smaller quantities.
• Unless otherwise agreed in the Economic Conditions, each Order must have a minimum value of Euro 250.00 + VAT.

3) PRICES AND PAYMENT CONDITIONS

• In the area reserved for the Customer within the Platform, accessible via the Unique Code, the Customer will be able to view the price list reserved for him, previously agreed between the Parties.
• At the end of the validity of the agreed Economic Conditions, the list prices of the individual Products will be applied, unless a new written agreement is reached between the Parties.
• Prices are shown net of VAT. The Seller has the right to make changes to the price lists without prior notice, giving express communication to the Customers, without prejudice to any discounts recognized to the Customer in the Economic Conditions.
• Payments must be made in Euro currency within the established terms. In the case of deferred payments, failure to pay a single deadline will result in the balance of the other deadlines becoming due in accordance with the art. 1186 cc Cheques, bills of exchange, drafts and bank receipts, where expressly accepted by the seller, are considered payments made solely for their successful completion.
• Payment of invoices will be made according to the special conditions set out in the Economic Conditions. Unless otherwise provided in the Economic Conditions, the Company requires payment by advance bank transfer from the retailer as a guarantee before proceeding with the delivery of the products, or may grant a payment extension of 30/60/90 days where duly guaranteed by the release of securities at maturity.
• the Customer will not have the right, nor will it be able to request, to offset, withhold or deduct any amount relating to payments claimed or due to the same based on these conditions or other acts between the parties.
• In case of omission or delay with respect to the agreed payment terms, the Seller will automatically apply commercial interests pursuant to and for the purposes of Legislative Decree 231/2002 containing "Implementation of Directive 2000/35/EC relating to the fight against late payments in commercial transactions" and subsequent amendments or according to the highest rate established by the legislation in force.
• The Seller, in the event of delay in fulfillment by the Buyer, high exposure or decrease in credit (risk of insolvency) will have the right to:
  • require advance payment or cash on delivery or the provision of suitable guarantees;
  • suspend completely or partially the execution of orders in progress on the date of non-fulfillment;
  • revoke the agreed payment terms, thus making all the Buyer's credits immediately due.

4) DELIVERY

• The delivery terms indicated by the Company or placed by the Customer are purely indicative and do not constitute an essential condition for the execution of the contract. Any delays in the delivery of the Products will in no way authorize the Customer to invalidate any supply contract for the same or to refuse the goods. Delivery to the first courier will have the value of delivery to the Customer.
• The Seller is not responsible for any delays in delivery in the event of:
  • force majeure or extraordinary events, shortage of raw materials, restriction of energy sources;
  • delays attributable to the Buyer, in particular for failure or late communication of data essential for processing the order;
  • failure to comply with the Payment Conditions, pursuant to articles. 1460 and 1461 cc
• Delays attributable to the Seller may give rise to any compensation only if penalties have been expressly agreed upon in the Economic Conditions and in any case up to a maximum amount equal to the value of the supply.
• In the event of changes to the order, which have been agreed by the parties pursuant to these Conditions of Sale, the delivery term will automatically be extended by the time necessary for the execution of the order as modified.
• where the Customer has concluded sample sales and the related products are part of the order to the Seller, he must obtain confirmation of the existence of the product.

5) RESPONSIBILITY AND NOTIFICATION OF DEFECTS

• Unless otherwise agreed in writing between the parties and exceptions present in the conditions, including general ones, of sale, the goods will be delivered ex warehouse of the Buyer (EX WORK), except in the case referred to in the art. 2.5.
• The Customer, upon receiving the goods, is required to verify the quality/quantity compared to what is indicated in the order. In the event of anomalies/defects discovered immediately, you may not accept the delivery by immediately communicating the reasons for the refusal to the Seller.
• In any case, the Customer must communicate in writing within 8 (eight) days the non-conformities detected and the defects in the goods. In the case of hidden defects, the above deadline will start from the discovery of the defect, provided that the complaint is made, under penalty of forfeiture, within a maximum of 1 (one) year from delivery. The complaint must be formulated in writing and addressed to the Seller. The complaint must include all the data necessary to trace the shipment: order number, transport document, invoice, etc.
• The Seller, in the event that the dispute is found to be well founded, at its sole discretion and in relation to the state and type of the goods, may:
  • supply the missing goods in case of quantity error;
  • repair/replace faulty goods;
  • grant discounts on future supplies;
  • issue credit note and arrange for collection of the
• Any complaint or dispute beyond the terms expressly indicated in the General Conditions of Sale will not be taken into consideration and the goods will be considered compliant in every respect.
• any return of products must follow the instructions given by the Company under penalty of nullity of the operation, which will not be considered valid by the Seller

6) GUARANTEES

• The Seller guarantees that the supply complies with the order specifications, complies with current European standards and regulations, is suitable for the requested use and free of defects that would make it unsuitable for use. In the event of distribution by the Customer in geographical areas where different or more restrictive regulations are in force, it will be the Customer's responsibility to request and/or verify the conformity of the products ordered and to carry out any administrative procedures required to carry out the activities of business foreseen by the same.
• Unless otherwise agreed in a specific Supply Contract signed by both parties, the warranty on the product supplied has the legal duration and starts from the date of receipt of the goods.
• The guarantee does not apply in the event of tampering with the goods, deterioration for reasons not attributable to the Seller, use of the goods outside the usual limits of use or established by specific regulations or indicated in any technical documentation delivered by the Seller.
• All warranty services towards buyers will be suspended, without notice, in the event of insolvency or delayed payments by the Customer.
• Seller and Buyer explicitly recognize the total value of the supply as the maximum limit of the Seller's economic liability.
• The Seller guarantees and certifies compliance with all applicable laws and regulations, including legislative provisions issued by the European Community, regulations regarding safety, environmental quality, marking etc.

7) SALES PRICES

The Seller reserves the right to suggest prices, to be considered as "recommended prices", at which the Products can be resold by the Customer.

8) TERMINATION OF THE CONTRACT

• In the event of total or partial non-payment of even a single invoice and/or if the Seller finds that the Customer has not fulfilled or has partially fulfilled the obligations referred to in Articles 3.4, 3.5, 9, 10, 11, 12, 13 of these General Conditions in even just one of these clauses, the Seller will have the right to suspend the supply and the related guarantees, as well as immediately terminate the ongoing relationship.
• in the event of failure to comply with one of the obligations provided for in Articles 3.4, 3.5, 9, 10, 11, 12, 13 of these General Conditions or in the event of transfer of a company or business branch, meaning the relationship referred to in these General Conditions solely " intuitus personae ", the Seller will also have the right to terminate this contract pursuant to and for the purposes of Article 1456 of the Civil Code by simple communication sent by registered mail or by certified electronic mail (PEC), without prejudice to the right to request compensation for damages resulting from the termination. Either party may withdraw from this agreement in the event of bankruptcy or subjection to similar insolvency proceedings.

9) INTELLECTUAL AND INDUSTRIAL PROPERTY

• The Customer, in the event that he intends to benefit from the right to use specific Trademarks, must request the Seller, specifying the reasons and purposes, to grant the license or sub-license to use the Trademarks.
• The Buyer may not use or reproduce the Brand with shapes, colors and proportions other than those expressly described in the license of use granted in its favor and any guidelines for use of the Brand communicated from time to time by the Seller .
• In no case will the User License give the Customer the right to create websites and/or register or otherwise use Internet domains and/or accounts on social networks containing one or more trademarks owned by the Seller and/or its companies. Group, both in Italy and abroad, with any extension and in any language. The Buyer is required to clearly indicate the connection between the Brand used and the Products, in order to avoid the risk of confusion with other people's products and services. The Brand must be well connected to the Products and kept distinct from the products of competitors and/or third parties; the Trademark may not in any case be used in connection with products other than those of the Seller. Any License to use the Trademarks is henceforth limited to the duration of the contractual relationship between the Seller and the Customer, without prejudice to the right of the Seller to revoke the License at any time, subject to adequate notice. In any case, the Customer undertakes not to use, subsequent to the expiry, resolution or cessation of the contract, any company, denomination or company name, sign or trademark that can be confused with the Trademarks or in any case likely to cause deception or confusion with the products and services of others. .
• The Seller retains ownership of all projects, technical documents and know-how relating to the supply and protected by trademark and patent law.
• The Customer will keep - and guarantees that its employees, agents, collaborators and subcontractors will keep - confidential the technical documents and information received during the supply.
• The Seller guarantees that the information and personal data communicated to it will be processed in full compliance with current legislation regarding the protection and processing of personal data. The personal and commercial data relating to the Sales Contract will be collected and stored at the Seller for the purpose of fulfilling legal obligations. In case of refusal to provide personal and fiscal data, the Seller will be unable to provide the requested supply.
• The Customer will not produce and in any case will not use, without prior authorization from the Seller, any promotional, commercial and marketing material relating to - or which in any case involves, directly or indirectly - the Products, brands, Distinctive Signs owned by the Seller or licensed to it, the name, business, image of the Seller and the Products, as well as all industrial property rights of the Seller or the names, figures, symbols and commercial slogans used by the Seller.

10) WEB

10.1. When using the web for commercial communications, the Customer is prohibited from using the Trademarks, unless the latter has granted him express authorization or license for use.

11) POS. MATERIAL

• The Customer acknowledges that the Seller holds the rights to any promotional/display material that may be delivered to the Customer, including the display units and all the material or devices in electronic format provided to the Customer by the Seller for the sale and promotion of the Products (“POS Material”). The Customer is responsible for the good state of maintenance of the POS Material and is required to use it exclusively in reference to the sale of Products in the places and in the manner indicated in the Economic Conditions. The Customer will not be able to purchase or create its own POS Material without the prior written consent of the Company.
• In the event of termination for any reason of the relationship between the Company and the Customer, the latter will be forced to immediately stop any use of all the POS Material and to process the POS Material according to the instructions provided by the Company.
• The Customer is responsible for obtaining all the necessary authorizations for projects relating to the use of external signs. All such projects must be approved in writing by the Company prior to their implementation.

12) PERSONAL DATA

• The personal data of the Customer and his employees and/or collaborators, received by the Seller in carrying out the activities referred to in these General Conditions will be processed
• In the event that the Seller processes the data of employees and/or collaborators of the other Party during the execution of this Contract, where such data is protected by applicable data protection laws, the Seller will process such data in the manner and under the conditions set out in the Privacy information attached to these General Conditions that the Customer:
  • You declare that you have read and accept the information on personal data, pursuant to art. 13 GDPR attached here;
  • It undertakes to provide this information to its employees and/or collaborators, whose data may be processed by the Seller, during the execution of this Contract and pursuant to the articles. 13 and 14 of the GDPR;
  • It will provide the seller with information relating to the processing of data of the Seller's employees and/or contractors.

13) CONFIDENTIALITY OBLIGATIONS

• The Parties will not use the "Confidential Information" for purposes other than those provided for in the Contract, meaning all information or data provided by the other Party or otherwise acquired during the execution of the Contract and processed in any way for the purposes and/or or in the execution of the Contract, including - by way of example but not limited to - ideas, various materials, documents in any format including electronic, products of any kind, as well as any information relating to processes, internal procedures and/or adopted by a Party in the relationships with Users, developments, experimental works, implementation of projects, activities, industrial and commercial secrets, and any other fact concerning any activity of a Party, in any way collected or processed by the other Party, as well as any information, data, knowledge , found, patented or patentable, know-how and, in general, any information of a technical, economic, commercial or administrative nature, as well as any drawing, document, magnetic support or sample of material or product marked with the wording "confidential" or "confidential" or otherwise identified as such by the Party transmitting it to the other. In particular, the Sky Service will not use the Confidential Information transmitted to it by or in any case acquired during the execution of the Contract, whether pertaining to Sky, its Users or third parties who have relationships with Sky.
• Each Party undertakes to take all appropriate measures to maintain secrecy and ensure not to disclose to third parties the content of all Confidential Information and will treat all Confidential Information of the other Party with the utmost confidentiality and as if it were its own . To this end, each of the Parties: a) will appropriately preserve all the Confidential Information of the other Party in its possession, limiting access to the Confidential Information of the other Party only to employees who need to access said Confidential Information (need to know basis); b) will refrain from copying, duplicating, reproducing or recording in any form and by any means the Confidential Information transmitted to it by the other Party, except to the extent strictly necessary to allow its circulation among the aforementioned employees; will not use the Confidential Information in any way other than as provided and established in this Agreement.
• Each Party will do everything possible to prevent the Confidential Information from becoming known to third parties and will limit its dissemination only to employees and/or collaborators who actually need to know it for the performance of the Services.
• Each Party undertakes to inform its employees and/or collaborators of the confidential nature of the Confidential Information.
• Upon termination of the Contract, for any reason, or at any time upon request by one Party, the other Party undertakes to return promptly or alternatively, at its own and unconditional choice to be communicated in writing to the other Party, to promptly destroy all Confidential Information in its possession, without retaining any copies, not even for archiving purposes.
• This confidentiality commitment will remain valid until 2 (two) years following the expiry of the Contract, for whatever reason it may cause.
• The Parties mutually acknowledge that, under no circumstances, may the following be considered confidential:
• information that is already in the public domain at the time of its communication, or that becomes so subsequently, without the Party that received it having violated the Contract;
• information which at the time of communication is already known by the Party receiving it, provided that such knowledge has not been fraudulently obtained and the Party can provide proof of having already been in possession of such information at the time it was revealed to it;
• information which at the time of communication is already known by the Party receiving it, having previously been transmitted to it by a third party authorized to do so and not bound by an obligation of confidentiality relating to the use or communication of such information;
• the information that the Party is obliged to communicate or disclose in compliance with a legitimate order of any authority, provided that in this case the Party that received the order immediately gives written notice to the Party owner of the Confidential Information, so that the latter may request the most appropriate judicial measures to protect its interests or other suitable remedy, or release the other Party from the obligation of confidentiality;
• information whose disclosure has been previously authorized in writing by the Party that transmitted it.

14) JURISDICTION AND APPLICABLE LAW

• The exclusive and mandatory competent court for disputes arising from the interpretation and application of these Conditions is the Court of Milan.
• The law applicable to the contractual relationship is Italian law.