Index 1. Definitions 2. Subject Matter 3. Execution of the Sale and Purchase Agreement 4. Availability of the Products 5. Price and shipping costs 6. Placement of Orders 7. Methods of payment 8. Shipping and delivery of Products 9. Right to Withdraw 10. Flaws/defects of Products 11. Product Liability 12. Privacy 13. Errors and/or inaccuracies in the On-Line Shop 14. Intellectual Property 15. Applicable Law 16. Contacts 1. Definitions The terms and expressions listed hereunder shall have the meaning specified in the definition, being understood that terms defined in the singular form are to be considered defined even in the plural form. ● Customer means any person or company purchasing one or more Products in the On-Line Shop, accepting the General Conditions. ● General Conditions mean these general conditions and any possible new future version which may be published on the On-Line Shop by FiloBlu S.p.A. ● Order Confirmation means the e-mail message by means of which FiloBlu S.p.A. informs the Customers of the acceptance of the Orders. ● Sale and Purchase Agreements mean the sale and purchase agreements of the Products entered into between FiloBlu S.p.A. and the Customers. ● On-Line Shop means a virtual shop, managed by FiloBlu S.p.A. and accessible at URL www.ten-c.it where Products are available for sale. ● Orders mean the purchasing orders of the Products placed by the Customers pursuant to the General Conditions and in accordance with the procedure set out under clause 6. ● Parties means FiloBlu S.p.A. and the Customers, when jointly referred. ● Price means the sale price of the Products as specified in the On-Line Shop with reference to each Product. ● Products mean the products published in the On-Line Shop for sale. ● FiloBlu S.p.A. means FiloBlu S.p.A. Via Caltana, 116/C – 30030 Santa Maria di Sala (VE), Italy, acting as dealer of Ten-c for the retail sale of the Products in the On-Line Shop. ● Account means the space in the On-Line Shop where Customers are allowed, following authentication to: (i) monitor and update personal data and addresses where the ordered Products are to be shipped and delivered; (ii) view previous Orders; (iii) have access to any other specific function/setting concerning their activity in the On-Line Shop. 2. Subject matter 2.1 The General Conditions apply to all the Sale and Purchase Agreements and form an essential part of the latter. 2.2 FiloBlu S.p.A. has the right to modify the General Conditions at any time without notice, being understood that the version of the General Conditions to be applied to the Sale and Purchase Agreements shall be the one published in the On-Line Shop at the time the Orders are placed by the Customers. 2.3 In case of conflict between the General Conditions and other possible terms and conditions applicable to the Sale and Purchase Agreements published in the On-Line Shop, the General terms and conditions will apply . 3. Execution of Sale and Purchase Agreement 3.1 FiloBlu S.p.A will send the Order Confirmation to the Customers within 2 working days from receipt of the Orders from the Customers, subject to FiloBlu S.p.A accepting the order at their sole discretion. FiloBlu S.p.A reserves the right to cancel the Order Confirmation in case the Price shows a wrong amount (also in case this amount was actually displayed on the Online Shop) compared to the one compliant to FiloBlu S.p.A’s Pricelist, as specified in clause 5.1. 3.2 Sale and Purchase Agreements are deemed entered into between the Parties at the time the Customers receive the Order Confirmation. Should Customers not receive the Order Confirmation within the term under clause 3.1, the relevant Order shall be deemed as rejected by FiloBlu S.p.A. and thus have no effect. 3.3 By placing the Orders, Customers declare to have read all the instructions which refer to the methods of payment of Products pursuant to clause 6. and declare to have fully accepted the General Terms and Conditions therein and to have read all additional information available in the On-Line Shop, including information accessible through links. 3.4 The Orders will be recorded in the On-Line Shop's database in accordance with the provisions set out by Legislative Decree n. 196 of 30 June 2003 (Italian Privacy Law) and shall be accessible by the Customers by contacting FiloBlu S.p.A. at the contact details specified under clause 16 or by accessing the Account. 4. Availability of the Products 4.1 Save for the provisions under clause 4.6, FiloBlu S.p.A., with reference to each Product published in the On-Line Shop, specifies whether: (i) the Product is available at its warehouse; (ii) the Product is not available at its warehouse; (iii) the Product is available on demand; (iv) the Product is customizable. 4.2 The range and availability of the Products published in the On-Line Shop may vary from time to time, and it is hereby accepted and agreed by the Customer that FiloBlu S.p.A. will have no responsibility or liability for any variation or non-availability of any product to the customer. 4.3The availability of the Products indicated in the On-Line Shop Online Shop is by no means binding. The Products indicated as “not available” in accordance to clause 4.1 (ii) cannot be purchased by the Customers. Should a Product (indicated as available at the time the Order was placed by the Customer) no longer be available, FiloBlu S.p.A, save for the provision set forth under clause 3.2, will use its best endeavours to inform the Customer, by email, that non available item/s will be refunded in a timely manner directly to the same payment method selected by the Customer in the order. Available items selected in the order will be sent to the Customer. FiloBlu S.p.A will accept no liability or responsibility for the non/delayed availability of any product/s. 4.4 Should a Product bear the indication available "on demand", this means that such Product is currently not available at FiloBlu S.p.A.'s warehouses and that FiloBlu S.p.A. will be able to order it at the central warehouses of the Ten-c Online Store. 4.5 Should a Product bear the indication "customizable", this means that such Product may be modified/adapted/customized following Customers' specific requests. In this case, the Customers must specify their requests in the relevant space at the time of placement of the Order and FiloBlu S.p.A., after having sent the Order Confirmation, undertakes to: (i) communicate to the Customers, by email, the terms for the shipment of the customized Product; such term must be considered as a mere indication and is by no mean binding for FiloBlu S.p.A.; (ii) inform the Customers, by email, of when the customized Product shall be available at its warehouses. 4.6 FiloBlu S.p.A. has the right not to indicate the availability of the Products (or part of the Products) in the On-Line Shop. 5. Price and shipping costs 5.1 The Price is in € (euros), except for Countries with a different currency or at the sole discretion of FiloBlu S.p.A. The applicable Price is the one published on the On-Line Shop at the time orders are placed by the Customers.The Customers should use all reasonable endeavours to ensure that they are aware of the currency being charged on the purchase, and FiloBlu S.p.A. will not be held responsible for any loss or damage due to the use of a different exchange rate. 5.2 The Price is inclusive of VAT at the relevant rate and based on the jurisdiction- (ie 22%, unless otherwise applicable, as in the UK for example, where applicable VAT is 20%) if the Products are shipped by FiloBlu S.p.A. and delivered within the European Union. The Price is exempt from VAT if the Products are shipped by FiloBlu S.p.A. and delivered outside the European Union. 5.3 The Price does not include shipping costs. FiloBlu S.p.A. may request that the Customers bear part of the shipping costs, being understood that such amount will depend on the kind of delivery, the quantity of shipped Products, the volume, the weight and the destination of the Products. 5.4 The part of the shipping costs to be borne by the Customers following FiloBlu S.p.A.'s request indicated under clause 5.3, if any, is indicated, separately from the Price, before the Order is placed by the Customers and shall be paid by the Customers jointly with the payment of the Price according to clause 7. 5.5 Any possible tax, levy, expense or other duty provided for by the laws of the country in which the Products are shipped and delivered are to be entirely borne by the Customers. 6. Placement of the Orders 6.1 In order for the Customers to place their Orders, registration at the On-Line Shop is required; such registration may be obtained by entering the information and data indicated as "mandatory" and by selecting a password to be used when placing the Orders and when accessing the Account any time later. 6.2 The Customers may purchase the Products by selecting them in the relevant section of the On-Line Shop dedicated to the Product category searched and putting them in the "cart". When the Products the Customers wish to purchase are more than one, the above procedure shall be repeated, by clicking on "add to your cart". Once the selection of Products is complete, the Customers will be bound to proceed with registration pursuant to clause 6.1, if not yet registered. For registered Customers, instead, authentication will be required by typing password and login in the relevant fields and clicking "proceed to check out". Once the data relating to the selected Product/s and the "shipping/ delivery information" is verified, the Customers must choose among the available methods of payment provided for by clause.7. Once a method of payment is selected, the Customers may proceed to place the Orders by clicking "send". It will be a matter for the Customers to ensure that their ‘login’ details are secure. FiloBlu S.p.A. will not be held liable or responsible where access is gained to a customer’s account by a non-customer using the correct login details. 7. Methods of payment 7.1 The Customers may pay the Price (and the part of the shipping costs requested by FiloBlu S.p.A. as indicated under clauses 5.3 and 5.4) by means of credit card, Pay Pal, bank wire or other methods of payment indicated by FiloBlu S.p.A. in the On-Line Shop. FiloBlu S.p.A. has the right to modify the methods of payment available to the Customers, at any time, being understood that available methods of payment are those indicated by FiloBlu S.p.A. in the On-Line Shop at the time the Orders are placed by the Customers. 7.2 If the payment is made by credit card, Customers will be charged with the Price (and with the part of the shipping costs requested by FiloBlu S.p.A. as indicated under clauses 5.3 and 5.4), once the credit card data is verified and the authorization from the company issuing the credit card is received, upon the Confirmation Order being sent by FiloBlu S.p.A.. Credit card data entered during the ordering procedure is protected and is transmitted directly to the bank in charge of the payments. The payment is made on a safe server directly, with an SSL deciphering key. The credit card data is not accessible by FiloBlu S.p.A. or third parties, neither at the time of placement of the Orders nor later. In order to provide safety and functionality in credit card transactions to the Customers, FiloBlu S.p.A. offers the virtual POS – BIBIT method of payment - provided by the Royal Bank of Scotland Group. For this reason the credit card's statement of account of Customers will bear reference to the "BIBIT payment" or "FiloBlu S.p.Aweb" as reason for payment. 7.3 The payment by bank wire shall be made by the Customers using the bank details provided in the On-Line Shop, specifying in the reason for payment the order number (including the initial letters), which FiloBlu S.p.A. communicated at the time the Order was placed by the Customers and in the Order Confirmation. 7.4 If payment of the Price is made by PayPal, at the time the Orders are placed by the Customers, the web session shall be redirected on PayPal's safe Web site. On such Web site, the Customers will be able to complete the payment of the Price (and the part of the shipping costs requested by FiloBlu S.p.A. as indicated under clauses 5.3 and 5.4) using their own PayPal account and in accordance with PayPal conditions for utilization of service, which Customers will have accepted either at the time or previously. The Price (and the part of the shipping costs requested by FiloBlu S.p.A. as indicated under clauses 5.3 and 5.4) shall be charged on Customers' PayPal account upon the Confirmation Order being sent by FiloBlu S.p.A.. 7.5 If requested by the Customers upon placing the Orders, FiloBlu S.p.A. shall send regular invoices by e-mail or mail on the basis of the information provided by the Customers. No amendment of the invoices shall be possible after the invoices have been issued by FiloBlu S.p.A.. 7.6 Information received from FiloBlu S.p.A. pursuant to clause 7. shall be solely utilized by FiloBlu S.p.A. for the sake of completing all relevant sale procedures and for reimbursement procedures should Customers exercise the right of withdrawal provided for by clause 9. 8. Shipping and delivery of the Products 8.1 Being understood that "shipping" of Products means the delivery of the latter to the couriers selected by FiloBlu S.p.A. pursuant to clause 8.2, FiloBlu S.p.A. agree to ship the Products: (i) when the Products are available (as defined under clause 4): - within 3 working days from receipt of the communication authorizing the charge of payment as under clause 7.2 if payment is made by credit card; - within 3 working days from the time the confirmation of the payment is made available if the payment is made with methods different from credit card; (ii) should one or more Products become unavailable as in the case under clause 4.3, FiloBlu S.p.A. will use its best endeavours to inform the Customer, by email, that non available item/s will be refunded in a timely manner directly to the same payment method selected by the Customer in the order. Available items selected in the order will be sent to the Customer. FiloBlu S.p.A. will accept no liability or responsibility for the non/delayed availability of any product/s. (iii) in case of "on demand" Products (as defined under clause 4.4) within 3 working days from the time such Products are available at FiloBlu S.p.A.'s warehouses. (iv) in case of "customized" Products, within 3 working days from the communication indicated in clause 4.5 (ii); (v) in case the availability of one or more Products is not indicated (as in the option under clause 4.6) and the Products are available at FiloBlu S.p.A.'s warehouses at the time of placement of the Order by the Customers: - within 3 working days from receipt of the communication authorizing the charge of payment as under clause 7.2 if payment is made by credit card; - within 3 working days from the time the confirmation of the payment is made available if the payment is made with methods different from credit card; (vi) in case the availability of one or more Products is not indicated (as in the option under clause 4.6) and the Products are not available at FiloBlu S.p.A.'s warehouses at the time of placement of the Orders by the Customers, within 3 working days from the time the Products are available at FiloBlu S.p.A.'s warehouses. 8.2 FiloBlu S.p.A. agrees the shipment of the Products worldwide by means of express couriers selected on a case by case basis depending on the Product ordered and on the destination. The Products are shipped by FiloBlu S.p.A., and delivered by the courier selected by FiloBlu S.p.A., at the address indicated by the Customers at the time of registration as under clause 6.1 or at a different address specified at the time the Order is placed. 8.3 FiloBlu S.p.A. agrees to use its best effort to ensure that the Products shipped pursuant to clauses 8.1 and 8.2 shall be delivered by the selected couriers: - in Italy within 48 hours from the date of shipment; - outside Italy within 10 days from the date of shipment. FiloBlu S.p.A. accepts no liability or responsibility for the delayed or late delivery of any items. 8.4 The delivery terms under clause 8.3 may not, under any circumstance, be considered binding as FiloBlu S.p.A. is unable to directly monitor the deliveries of the selected couriers; therefore, FiloBlu S.p.A. cannot be held liable in case of breach of the delivery terms mentioned under clause 8.3. 8.5 In order to allow the Customers to monitor the progress of the Orders, FiloBlu S.p.A. shall issue an Order number which, once inserted in the "my order" section – accessible from any page of the On-Line Shop – allows to verify all information concerning the Orders. 8.6 The Customers may also verify the progress of Orders utilizing the "Order Tracking" function if such service is provided by the courier selected by FiloBlu S.p.A. for the delivery. Such check is available to the Customers only after the shipment of Products and by utilizing tracking data communicated by FiloBlu S.p.A. via e-mail. 8.7 The Customers, or authorized third parties who will be at the address indicated in the Order Confirmation at the time of delivery, are obliged to check that: (i) the Products correspond to the content of the courier's delivery slip (DDT) both as regards to the quantity and type. (ii) the parcel/package of the Products is intact, undamaged, not wet nor in any way altered even with reference to the securing material. 8.8 Any damage to the parcel/packaging of the Products must be immediately claimed by the Customers by means of a comment expressing "control reserve" to be written on the courier's slip acknowledging delivery. It is understood that once the slip is signed without any claim, the Customers will not be entitled to claim any exterior defect of the delivered Products. 8.9 The Products may be delivered by couriers only to the Customers or to third parties authorized by the Customers. The receiving party is obliged to sign the slip in order to certify the occurred delivery. Couriers do not deliver at postal office boxes nor by inserting the Products in letter boxes or similar. 9. Right to withdraw 9.1 The Customers who are "consumers" (i.e. private persons acting for scopes not included in any commercial, craftsman or professional activity carried out in their business), have the right, in accordance with and pursuant to article 64 of the Italian Legislative Decree n. 206 of 2005, to withdraw from the Sale and Purchase Agreement within 30 days from receipt of the Products. Customers may exercise their right to withdraw from the Sale and Purchase Agreement by sending an e-mail to FiloBlu S.p.A. to the address specified under clause 16. Such communication shall include: (i) the intention to exercise the right to withdraw; (ii) the details of the Order generating the Sale and Purchase Agreement from which they intend to withdraw. 9.2 In case the Customers exercise the right to withdraw pursuant to this clause 9: (i) Customers undertake to return the Products within 10 working days from the date in which withdrawal was communicated by the Customers as indicated under clause 9.1; (ii) all costs connected to the return of the Products are entirely borne by the Customers; (iii) FiloBlu S.p.A. undertakes to reimburse the Price in the shortest time possible and, in any event, within 30 days from the date in which withdrawal was communicated by the Customers as indicated under clause 9.1, provided that: - the Products have been returned and are intact; - the original package has also been returned and is intact; - the accessory items and instructions manual, if any, are returned and are intact; - the Products have not been utilized; (iv) FiloBlu S.p.A. shall communicate to the Customers the methods for reimbursement of the Price and to this extent it shall be entitled to require to the Customers the relevant banking data (IBAN and name of account holder). 9.3 Should the Customers not exercise the right to withdraw in accordance with terms and conditions set out under this clause 9., the Customers shall have no right to reimbursement of the Price. 9.4 As an alternative to exercising the right to withdraw provided for by this clause 9., "consumer" Customers hold the option to "change product" according to the terms and conditions specified on the On-Line Shop. 10. Products' flaws / defects 10.1 Should the Products bear a warranty from the producer (commercial/conventional warranty), any possible flaw and defect of the Products must be communicated by the Customers directly to the producer in accordance with the terms and conditions indicated in the warranty. 10.2 "Consumer" Customers (as defined under clause 9.1) have the rights granted to the "consumers" by article 130 of Legislative Decree n.206 of 2005; such rights must be exercised in accordance to the terms provided for by article 132 of the above mentioned Decree. 11. Product liability The producer of the Products shall be liable for whatever damage caused by the Products' flaws and/or defects. 12. Privacy FiloBlu S.p.A. undertakes and guarantees that personal data shall be treated in accordance with the provisions set out under Legislative Decree No. 196 of 2003 (Italian Personal Data Protection Law) and further modifications. Details referred to the treatment of data are communicated to the Customers at the time of registration as under clauses 6.1 or 6.2. 13. Errors and inaccuracies in the On-Line Shop 13.1 FiloBlu S.p.A. Agrees to regularly check the On-Line Shop in order to avoid any possible error or inaccuracy. However, it is possible that the On-Line Shop bears, or might bear, errors, inaccuracies or oversights from time to time. 13.2 FiloBlu S.p.A. has the right to amend the errors, inaccuracies or oversights contained in the On-Line Shop even after an Order has been placed as well as the right to modify and update the information at any time without any prior notice to the Customers. 14. Intellectual Property All intellectual property rights connected to the On-Line Shop (including its contents) are the exclusive property of FiloBlu S.p.A. and/or Ten-c; the On-Line Shop and its contents shall not be reproduced, either partially or entirely, transferred by electronic or conventional means, modified, linked or utilized in any way, without prior written consent from FiloBlu S.p.A.. 15. Applicable law 15.1 The General Conditions and the Sale and Purchase Agreements are governed by, and construed in accordance with, the laws of the Republic of Italy (in particular by Legislative Decree No. 206 of 06/09/2005 –clauses from 50 to 67 – and by Legislative Decree No. 70 of 09/04/2003 on e-commerce) and shall be interpreted accordingly. 15.2 Any dispute arising from, and in connection with, the General Conditions and/or the Sale and Purchase Agreements shall be submitted to the exclusive jurisdiction of the Court of Turin.We inform you that an European platform for online dispute resolution for consumer disputes (so-called ODR platform) is available at the following address http://ec.europa.eu/consumers/ odr/ 16. Contacts For further information and assistance on the On-Line Shop and/or on the methods of purchase on the On-Line Shop and/or on the Sale and Purchase Agreements, the Customers may contact FiloBlu S.p.A. through our customer service or by letter at the following address: FiloBlu S.p.A., Via Caltana, 116/C – 30030 Santa Maria di Sala (VE), Italy.