La Bottega S.p.a.

Via Marco Polo, 2 - 60012 Trecastelli (AN), ITALY - Tel. +39 071791191 - fax +39 0717911999

www.labottega.com - e-mail: [email protected] – PEC public certified e-mail: [email protected]

VAT No. 00827450420 - Economic and Administrative Directory AN. No. 93069


1. Scope.

1.1. These general terms and conditions of sale (“Terms and Conditions”) apply to all sales/supply contracts for products marketed by La Bottega S.p.A. (“LAB” or “Seller”) purchased by the customer (“Buyer”) through the website www.labottega.com (“Website”), reserved for commercial relationships known as B2B (i.e.: Business to Business). The Buyer must examine these Terms and Conditions made available by LAB in the specific “General Terms and Conditions of Sale” section of the Website before making any purchases. For the purposes of these Terms and Conditions, the Buyer and the Seller are jointly referred to as the “Parties”.

1.2. Taking priority over any other agreement, the contract for sale/supply of goods between the Parties (“Contract”) shall be governed exclusively by these Terms and Conditions.

1.3 The Terms and Conditions may be amended at any time. Any amendments and/or new general terms and conditions shall be in force from the moment they are published in the “General Terms and Conditions of Sale” section of the Website. For that reason, we ask Buyers to regularly check the Website for publication of the most up-to-date Terms and Conditions. It shall be understood that the Terms and Conditions applicable are those in force at the date when the purchase order is sent by the Buyer.

1.4 LAB does not sell to consumers (natural persons), as defined by Legislative Decree 206/2005.


2. Registering and personal page.

2.1. In order to make purchases through the Website, registration on the Website is necessary, creating an account and approving the Terms and Conditions. Failure to accept the Terms and Conditions makes registering on the Website and, therefore, purchasing LAB products impossible. Registering on the Website is free of charge.

2.2. The Buyer guarantees that the information provided during registration on the Website is complete, correct and true and agrees to protect and hold harmless LAB against any damages, compensation obligations and/or penalty that may derive from and/or be in any way related to a breach by the Buyer of the rules on registration on the Website or how log-in information is kept.

2.3 The Buyer is exclusively responsible for access to the Website using the log-in information and is directly responsible for any damage or detriment to LAB or to third parties as a result of improper use, loss, misappropriation by others or failure to appropriately protect the secrecy of their log-in information. All operations carried out using the log-in information are considered to have be performed by the Buyer to which the log-in information relates.

2.4 Each user can only register once. Multiple registrations will be deleted by LAB.

2.5 The Buyer will be able to delete their Website registration at any time by sending an e-mail to the address [email protected]


3. Information intended for concluding the contract.

3.1. Information about LAB products is published on the Website.

3.2. In accordance with Legislative Decree No. 70 of 9 April 2003, potential Buyers are informed that in order to submit a purchase proposal they will have to follow the procedure indicated on the Website, which allows – before actually sending the order form – identification and correction of any data entry errors.

3.3.Once the purchase proposal has been sent, LAB will process the request, check receipt of payment for the products being purchased and, if the purchase proposal is accepted, will e-mail the Buyer a confirmation that the order has been logged containing: the summary of information relating to the features of the product purchased, detailed indication of the price, payment method used, delivery charges and any additional costs.


4. Concluding the Contract.

4.1. By electronically sending the order, the Buyer submits an irrevocable proposal to purchase the products selected in the basket, expressly requesting execution even without prior acceptance.

4.2. LAB has the right to accept or reject the proposal, or to partly accept it relative to the quantity indicated, notifying the Buyer of this within 2 working days of the date of sending the order, even by e-mail to be sent to the address indicated by the Buyer at the time of registering.


5. Availability of products.

5.1.The products offered on the Website are limited in number.

5.2 The availability of products is generally indicated on the Website and updated as often as possible. The Parties consider that frequency sufficient to guarantee reliable information, however, the Parties acknowledge that it is possible for a product to be shown as available on the Website even when it is not actually available. In this case the Buyer will receive an -mail from LAB informing it that the product is unavailable and therefore the contract will not be completely or partly concluded.


6. Delivery timescales.

6.1. The product purchased is delivered to the Buyer exclusively in the following territories: European Union, United Kingdom, Switzerland, Norway, Russia, Turkey, Armenia; Azerbaijan; Belarus; Georgia; Kazakhstan; Kyrgyzstan; Moldavia; Tajikistan; Turkmenistan; Ukraine; Uzbekistan (subject to written agreements indicating otherwise), only after having received confirmation of successful payment of the total amount due.

6.2. LAB makes every reasonable effort to deliver products within the timescales indicated, however, they must be considered purely guidelines and not binding. Therefore, it shall be understood that LAB will not in any way be liable for delay in delivery.

6.3. Orders will be processed by LAB exclusively on weekdays, from Monday to Friday, excluding weekends and official holidays and/or company non-working days. In any case, the maximum deadline for execution of each order accepted and/or confirmed is set as approximately 15 (fifteen) days from the time the order confirmation is sent, excluding the time taken for transportation to the destination.

6.4. At the time of completing the order, the Buyer will have the right to select the delivery method, directly collecting the products from the LAB factory under its own responsibility and at its own expense, or assigning LAB on its behalf the task of shipping the products using a carrier identified by the latter and with the costs to be paid by the Buyer.


7. Delivery terms and transfer of risk.

7.1. Supplies of products will be delivered EXW (“Ex Works”) - Incoterms ICC 2010, at LAB’s warehouses in 60010 Casine di Ostra (An), Via dell’Industria, 4.

7.2. The Seller agrees to promptly inform the Buyer of the date when the supply will be made available to the Buyer (“Date”).

7.3. The Seller or its representative shall only load the Products on the vehicle sent by the Buyer or arranged by LAB on behalf of the Buyer, under the direction and in accordance with the instructions of the carrier and, in any case, the Buyer being responsible for any costs, risk and charges. Subject to documented and reasonable motives, communicated in advance, the Buyer agrees to collect the products on the Date and, in any case, not later than three days after the Date.

7.4. The products will remain the property of LAB until the Buyer has completed payment of the purchase price and any additional costs.


8. Failure to collect the Products.

8.1. Should products ordered not be collected after the Date, the Seller, after sending written notice that the products must be collected within five working days, shall have the right to: (i) use the products as it sees fit or (ii) dispose of the products, at the expense and under the responsibility of the Buyer.


9. Prices and Payments.

9.1. The prices published on the Website are expressed in Euros. Unless otherwise agreed, the prices do not include: any tax, duty, tariff, expenditure and/or charge in any way applicable, whether directly and/or indirectly, on the sale, supply, shipment, delivery and use of the products including, but not limited to, VAT (or other similar taxes) and customs duties for imports/exports.

9.2. Payment for the products purchased may be made exclusively using the following payment methods, described in more detail on the Website:

- Credit cards of payment circuits (Visa, Visa Electron, Mastercard, Maestro, V Pay);

- PayPal.

9.3. Payment will not be taken from the Buyer's credit card at the time of ordering. Payment will only be taken after (i) verification of the credit card details and (ii) authorisation of the payment by the credit card issuer.

9.4. If payment cannot be taken successfully, LAB will have the right, including but not limited to, (i) to withdraw from the Contract for the products not yet delivered and/or (ii) to make execution of the order in progress conditional on payment of the amount owed; (iii) to suspend execution of other orders from the same Buyer.

9.5. In every case of delayed payment, the Seller shall have the right to default interest, as envisaged by Legislative Decree 231/2002, without prejudice to the right to compensation for greater damage.

9.6. LAB reserves the right to block non-complying Buyers from using the purchasing functions on the Website, notifying the Buyers of this by e-mail.

9.7. In the case of delayed delivery of the products attributable to the Buyer, the Buyer shall be exclusively responsible for any price increases that may occur after the order confirmation has been issued.


10. Guarantee.

10.1. The Seller guarantees for a period of 12 months after Ex Works delivery that the products will comply with the regulatory provisions and rules in force under Italian law and that they comply with the specifications indicated on the Website and are free of production defects and faults (“Guarantee”).

10.2. The Guarantee does not cover defects and/or faults and/or non-conformities that may arise as a result of transportation, improper use or storing/keeping products in a way that does not comply with the instructions supplied by LAB or in any case is unsuitable or negligent, imprudent and inept, relative to the nature and characteristics of the products.

10.3. Furthermore, the Seller guarantees that the cosmetic products will retain their qualities and specifications until their expiry date indicated on the package or, if not shown, understood to be a period of 30 months, provided that the cosmetic products are kept strictly according to the Seller's instructions provided at the time of delivery and also indicated on the Website on the product description page. It shall be understood that the burden of proof relating to the above-mentioned circumstance lies with the Buyer (“Product Life Guarantee”).

10.4. Without prejudice to the above, the only remedy available to the Buyer in the case of products covered by the Guarantee and/or by the Product Life Guarantee is repair, where possible, or replacement of the products at the Seller's expense.

10.5. The Seller reserves the right to examine any products claimed to be defective and/or faulty and/or non-conforming, in order to assess whether or not the defects, faults and/or non-conformities claimed by the Buyer exist and whether or not cover is provided under the Guarantee or the Product Life Guarantee. At the same time as reporting defects, faults and/or non-conformities, the Buyer must provide any information, photographs and documents useful for the above-mentioned assessment, even using the Transport Document number to identify the consignment involved, and making the products available to the Seller and/or to third parties appointed by the Seller for the appropriate checks. In any case, the return of products, of any kind, must be approved in advance by the Seller.

10.6. Any other form of guarantee, whether expressed or tacit, including for example any legal guarantee, is understood to be excluded and replaced by these Terms and Conditions.


11. Complaints.

11.1. The Buyer must indicate on the Transport Document and report to the Seller obvious defects and/or faults and/or non-conformities detected in the products within eight days of the delivery.

11.2. Any further, hidden defects, which may be encountered at the time of use of the products, must be reported by the Buyer to the Seller strictly no later than eight days after their discovery, and in any case not later than 12 months after delivery of the products by the Seller.

11.3. Complaints must be made to the Seller in writing, by means of a message sent via PEC public certified e-mail to the account of the Seller's factory, or sent by registered letter with advice of delivery to the Seller's factory.

11.4. In the absence of complaints made in the forms and by the deadlines indicated above, the products will be considered to have been unconditionally accepted.


12. Exclusion and limitation of liability.

12.1. Under no circumstances may the Seller be held directly or indirectly liable for incidental or consequential damages or indirect damages of any kind, or for any detriment and/or charge suffered by the Buyer relative to performance of the contract, such as, by way of example only and without being limiting: (i) lost profits, expenditure, data, deals, revenues, opportunities, contracts, goodwill, (ii) loss of earnings and production stoppages, (iii) image and reputational damage.

12.2. The Buyer expressly states that it accepts that the Seller's liability to the Buyer, deriving from and/or relative to the contract for the supply of products cannot exceed the value of the individual supply relative to which the claim arose.

12.3. The Buyer acknowledges that LAB also sells products bearing trademarks owned by third parties, used by LAB under licence which limits the licensed use to that for which LAB specifies the products are sold by LAB to Buyer. In this regard, the Buyer acknowledges that, under the said licence, the products bearing third parties’ trademarks supplied by LAB, unless otherwise agreed in writing, are exclusively intended as gratuitous courtesy sets provided by the Buyer to its clients and not for resale. The Buyer shall indemnify and hold harmless LAB from any and all third party claims connected to or deriving from any use of the products by the Buyer not in compliance with the above mentioned licence.


13. Force majeure.

13.1. The Seller is not liable with relation to the Buyer in the event of non-fulfilment of the Contract, including failure to complete delivery, deriving from cases of force majeure, such as, by way of example only, late or no delivery by the Seller's suppliers, strikes, acts of terrorism, power cuts, war (even undeclared), embargoes, uprisings or rebellions, fire, sabotage, natural disasters, measures by government authorities (e.g.: international sanctions), lockouts.

13.2. In these cases the Parties will begin negotiations in good faith and with a spirit of cooperation in order to assess conditions for continuing the relationships and fulfilling the Contract.


14. Early termination and changes in the Buyer's situation.

14.1. Both of the Parties have the right to terminate the Contract with immediate effect, sending notification of this via PEC public certified e-mail or by registered letter with advice of delivery, if the other party is in serious breach of the obligations deriving from the Contract and cannot resolve the breach or, despite being able to resolve it, does not do so within fifteen days of receiving the notice referred to in art. 1454 of the Civil Code.

14.2. In any case, without prejudice to the right to damages, the Seller shall have the right to suspend and/or terminate the supply Contract(s) with the Buyer, sending notification of this via PEC public certified e-mail or by registered letter with advice of delivery, if (i) the Buyer is being wound up or is subject to any insolvency proceedings (in these cases without prejudice to the rights of the proceedings); (ii) there is reason to believe that the Buyer's assets and financial situation are such that they may prevent it from meeting its contractual obligations or the Buyer, or the Buyer's major shareholders, implement corporate operations that may even potentially harm the Companies, reduce the guarantees in favour of the Companies and/or change the company's production capacity and requirements.

14.3. The provisions relating to the Guarantee, limitation of liability, intellectual property, confidentiality and obligations after the Contract has ended, will be effective even after the Contract has ended or expired.


15. Privacy and confidentiality.

15.1. By signing the Terms and Conditions, the Buyer states its acceptance of the processing of personal data as envisaged in the Seller's information notice, which can be consulted at the following link: http://shop.labottega.com/en/privacy.


16. Intellectual property.

16.1. LAB and/or its licensors are the sole, exclusive owners of the trademarks on the products supplied.

16.2. The Buyer agrees not to use, register or have anyone else register any trademark, name or brand that is identical or similar to the trademark owned by LAB or its licensors.

16.3. The Buyer agrees not to alter, modify or remove any reference or indication relative to the trademarks owned by LAB or its licensors applied on the packaging or the labels of the products supplied, without the prior written consent of the Seller. The Buyer also undertakes not to apply any other name, symbol, trademark or brand on the products supplied or their packaging, except what is expressly required by the applicable law.

16.4. In addition, the Buyer expressly acknowledges that any design, intellectual property rights, know-how, trade secret, technical data, information, documentation, model, drawing, invention, formula, samples or any other industrial and/or intellectual property rights relating to the products supplied are the exclusive property of LAB or its licensors and are used by LAB under licence (“IP rights”).

16.5. The Buyer undertakes not to engage in any conduct or perform any action that is incompatible with ownership or use of the IP rights and not to transfer, licence or in general authorise anyone to use the IP rights for any reason.

16.6. The Buyer agrees to immediately inform LAB of any infringement, current or potential, of any intellectual property rights or any other right of LAB or its licensors, which the Buyer becomes aware of or should reasonably be aware of. LAB may take any action that it deems appropriate concerning such infringement, and the Buyer must fully cooperate with such action. The Buyer will not have the right to receive any compensation or damages obtained by LAB as a result of its own initiative in fighting said infringement.

16.7. The Buyer is not awarded, explicitly or implicitly, any licence relative to the IP rights.


17. Suspension of the service

17.1 The Seller reserves the right to temporarily suspend, without prior notice, the supply of selling services on the Website for the time strictly necessary for technical work needed and/or appropriate for improving the quality of those same services. LAB will not be liable for any possible cancellation of any registration on the Website due to the said technical work.

17.2 LAB may interrupt provision of the online selling service at any time based on well-founded security reasons or if breaches of confidentiality are discovered, informing the user of this. 


18. Governing law. Jurisdiction.

18.1. In accordance with the Terms and Conditions and the Contract the laws applicable are those of Italy, with the express exclusion of the 1980 Vienna Convention.

18.2. For any dispute that may arise relating to the interpretation and validity of the Terms and Conditions and fulfilment of the Contract, the Parties hereby submit to the exclusive jurisdiction of the Law Court of Ancona, without prejudice to the Seller's right to act before the Law Court of the place where the Buyer's registered office is located.


19. Final provisions.

19.1. If one or more clauses of the Contract is invalid or ineffective, this shall not invalidate the remainder of the Contract. When a clause of the Contract that is invalid or ineffective would be valid or effective following the elimination and/or amendment of certain provisions, those provisions will be applied with the amendment(s) necessary in order to render the clause both valid and effective.

19.2. Any tolerance by the Seller of Buyer non-fulfilment and/or breaches shall not prevent the Seller from exercising the rights envisaged in the Terms and Conditions.