Terms of service
Prima di riscriverlo, devi sapere che questo template ha tre clausole che contraddicono direttamente il tuo modello di business. Non sono sfumature — se pubblichi così, hai un documento che dice l'opposto di quello che fai.
Sezione 3: "Dichiari e garantisci che gli acquisti sono destinati a uso personale o domestico e non alla rivendita commerciale o all'esportazione." — Tu vendi esattamente a chi rivende ed esporta. Questa riga da sola invalida ogni tuo ordine.
Sezione 6: "uso personale e non commerciale" — stesso problema.
Sezione 1: parla di maggiore età e familiari minorenni. È linguaggio consumer, fuori luogo su un canale B2B.
Ecco la versione riscritta in inglese, adattata al B2B. Incollala sostituendo tutto il testo generato.
TERMS AND CONDITIONS OF SALE
OVERVIEW
These Terms and Conditions of Sale ("Terms") govern all sales made by BNS – Brands Never Sleep S.r.l. ("StockNow", "we", "us"), a company incorporated under Italian law, VAT number IT14804590967, with registered office at Via Giacomo Boni 26, 20144 Milan, Italy.
These Terms apply exclusively to business-to-business transactions with VAT-registered companies acting within the scope of their commercial activity. Consumer protection legislation, including the right of withdrawal, does not apply to any sale governed by these Terms.
By requesting access to our reserved catalogue, placing an order or otherwise using our services, you confirm that you are acting as a business and accept these Terms.
SECTION 1 – ELIGIBILITY AND ACCOUNT ACCESS
Access to our catalogue and prices is reserved to companies holding a valid VAT number registered within Italy or the European Union. We verify VAT registration before granting access and reserve the right to refuse or revoke access at our sole discretion, without obligation to state reasons.
You are solely responsible for the security of your account credentials and for all activity carried out under your account. Accounts may not be transferred, sold, assigned or licensed to third parties. Sharing access credentials with parties outside your company constitutes grounds for immediate termination.
You represent and warrant that all information provided is accurate, current and complete, and that you hold all necessary authority to bind your company.
SECTION 2 – PRODUCTS
We supply branded stock, end-of-season goods and clearance lots. Product images are representative. Colours and appearance may differ from screen display.
Goods are supplied as described in the relevant offer or packing list. Where goods are described as assorted, the size and colour breakdown stated is indicative and subject to reasonable tolerance. Quantities, assortments and availability may vary and are confirmed only upon order acceptance.
We reserve the right to discontinue any product at any time and to limit quantities available to any buyer, territory or jurisdiction.
SECTION 3 – ORDERS AND ACCEPTANCE
All offers are subject to prior sale. Placing an order constitutes an offer to purchase. No contract is formed until we confirm acceptance in writing.
We reserve the right to accept or refuse any order at our sole discretion. Orders are accepted only after full payment has been received and cleared, unless otherwise agreed in writing.
Once an order has been accepted, cancellation is not permitted except with our written consent.
Minimum order value is EUR 399, unless otherwise stated.
SECTION 4 – PRICES AND PAYMENT
Prices are quoted in Euro, exclusive of VAT, transport, insurance, customs duties and any other charges, unless expressly stated otherwise. Prices are those in force at the time of order acceptance.
Payment terms: card payment for orders up to EUR 2,000; bank transfer in advance for orders above that amount. No credit terms or deferred payment are granted unless expressly agreed in writing.
Title to the goods remains with BNS – Brands Never Sleep S.r.l. until payment has been received in full.
SECTION 5 – DELIVERY AND RISK
Goods are sold EXW Milan (Incoterms 2020) unless otherwise agreed in writing. Transport costs, insurance and all customs and export formalities are borne by the buyer.
Risk of loss passes to the buyer upon collection or upon handover to the carrier, whichever occurs first.
Delivery times are indicative only and are not guaranteed. We accept no liability for delays caused by carriers, customs procedures or events beyond our reasonable control.
Deliveries are made to VAT-registered companies within Italy and the European Union only.
SECTION 6 – INSPECTION AND CLAIMS
The buyer must inspect the goods upon receipt. Any claim relating to quantity, assortment, condition or apparent defects must be notified in writing within 8 (eight) days of receipt, accompanied by supporting photographic evidence and reference to the relevant order number.
Claims submitted after this period will not be accepted. Goods may not be returned without our prior written authorisation.
Goods sold as stock, clearance or end-of-season are supplied as they are. Minor variations in packaging, labelling or assortment do not constitute grounds for claim.
SECTION 7 – INTELLECTUAL PROPERTY
Branded goods supplied by us are original products sourced through legitimate channels. Nothing in these Terms grants the buyer any right or licence in respect of any trademark, and the buyer shall not represent itself as an authorised dealer or distributor of any brand.
The StockNow name, logo and all content of our platform are our property or that of our licensors. Reproduction, distribution or commercial exploitation of our platform content without prior written consent is prohibited.
Product data, images and packing lists made available through our reserved catalogue are provided for the buyer's internal commercial use in connection with the resale of goods purchased from us.
SECTION 8 – THIRD-PARTY LINKS AND TOOLS
Our services may include links or integrations with third-party platforms. We do not monitor and accept no liability in connection with third-party content, tools or services. Any use of such tools is at your own risk.
SECTION 9 – RELATIONSHIP WITH SHOPIFY
StockNow is powered by Shopify, which enables us to provide our services. All sales and purchases made through our store are made directly with StockNow. By using our services, you acknowledge and agree that Shopify is not responsible for any aspect of the sale between you and StockNow, including any damages, injury or loss arising from the products and services purchased. You hereby release Shopify and its affiliates from any claims, damages and liability arising out of or connected with your purchases and transactions with StockNow.
SECTION 10 – PRIVACY
All personal data collected through our services is processed in accordance with our Privacy Policy. Certain data may also be processed by Shopify as our hosting provider. By using our services, you confirm that you have read our Privacy Policy.
SECTION 11 – PROHIBITED USES
You may access and use our services for lawful business purposes only. You may not: use the services for any unlawful purpose; infringe our intellectual property or that of third parties; transmit false or misleading information; upload malicious code; scrape, extract, duplicate or resell any part of our platform or catalogue data; collect or monitor the personal data of others; or circumvent any security, access or authorisation measure.
We reserve the right to suspend or terminate any account at any time, without notice, where we determine that these Terms have been breached.
SECTION 12 – ERRORS AND OMISSIONS
Information on our services may occasionally contain typographical errors, inaccuracies or omissions relating to product descriptions, prices, availability or shipping. We reserve the right to correct such errors and to modify, update or cancel orders at any time, including after submission.
SECTION 13 – TERMINATION
We may terminate this agreement or your access to our services at our sole discretion, at any time and without notice. You remain liable for all amounts due up to and including the date of termination.
Sections concerning Intellectual Property, Inspection and Claims, Limitation of Liability, Indemnity, Governing Law and any provision which by its nature should survive termination shall continue to apply.
SECTION 14 – LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, our liability arising from or in connection with any sale shall not exceed the invoiced value of the goods concerned.
We shall not be liable for any indirect, incidental or consequential loss, including loss of profit, loss of revenue, loss of business opportunity or loss of data, howsoever arising.
Nothing in these Terms excludes or limits liability for fraud, wilful misconduct or gross negligence, or any other liability which cannot be excluded under Italian law.
SECTION 15 – INDEMNITY
You agree to indemnify and hold harmless BNS – Brands Never Sleep S.r.l., Shopify and their respective affiliates, officers, employees and agents from any loss, damage, liability or claim, including reasonable legal costs, arising from your breach of these Terms, your violation of any law or third-party right, or your use of our services.
SECTION 16 – SEVERABILITY
If any provision of these Terms is held to be unlawful, void or unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall continue in full force and effect.
SECTION 17 – ENTIRE AGREEMENT
These Terms, together with any policy published on our platform, constitute the entire agreement between the parties and supersede all prior agreements, communications and proposals, whether oral or written.
Our failure to exercise or enforce any right or provision shall not constitute a waiver of that right or provision.
SECTION 18 – ASSIGNMENT
You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms without your consent or notice.
SECTION 19 – AMENDMENTS
We reserve the right to update or amend these Terms at any time by publishing the revised version on our platform. Continued use of our services following publication constitutes acceptance of the amended Terms.
SECTION 20 – GOVERNING LAW AND JURISDICTION
These Terms and all sales made hereunder are governed by Italian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The Court of Milan, Italy, shall have exclusive jurisdiction over any dispute arising from or in connection with these Terms.
SECTION 21 – CONTACT
BNS – Brands Never Sleep S.r.l.
Via Giacomo Boni 26, 20144 Milan, Italy
VAT / Tax code: IT14804590967
REA: MI-2808903
Email: info@stocknow.it