Terms and Conditions of Sale
Last update [06/28/2024]
1. Scope
1.1. In addition to the Terms of Use which regulate the use of the zerow.it website (the “Site”), these Terms and Conditions (the “T&Cs”) apply to orders of products offered for sale on the Site by Zerow - SRL, a limited liability company registered in the Companies Register with number IT07138020487, and with registered office in SCANDICCI (FI) VIA NEWTON 102 CAP 50018, VAT number IT07138020487 (“Zerow”), to professional buyers (each a “Buyer”) . Zerow and Buyer are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
1.2. These T&Cs apply without restrictions or limitations to all orders of products offered for sale by Zerow on the Site, regardless of the provisions that may be contained in the Buyer's documentation, in particular, in the Buyer's general conditions of purchase.
1.3. To make a purchase on the Site, the Buyer must accept these T&Cs without reservation. The T&Cs applicable to the order are those accepted by the Customer at the time of placing the order.
1.4. The sale of the Products by Zerow on the Site is reserved for professional buyers, i.e. companies with a company registration number, who purchase the Products for their exclusive use in the context of their professional activities: own consumption or insertion/use in their production of the Buyer. In other words, by purchasing Products on the Site and accepting these T&Cs, the Buyer expressly declares and acknowledges that: (i) he/she is a professional buyer, acting in the name and on behalf of a company with a company registration number, purchasing Products in the context of his/her professional activity, (ii) he/she has full power and authority to enter into an agreement with Zerow in the name and on behalf of the company he/she represents, and (iii) Zerow strictly prohibits the resale of the Products “as is” ” (“en l'état”) and therefore undertakes not to resell the Products “as is”.
1.5. The Buyer is responsible for the security of his account and password on the Site. Zerow will not be liable for any damages and expenses arising out of or related to any unauthorized use of such password.
1.7. Zerow may modify these T&Cs at any time and will post a copy of the modified T&Cs at https://zerow.it/policies/terms-of-sale . The amended T&Cs will automatically supersede and supersede the previous version of the T&Cs. For the avoidance of doubt, however, the amended T&Cs, once published online, will apply to orders placed on or after that date, and orders already placed will continue to be governed by the T&Cs applicable at the time such orders were placed.
2. Products
2.1. The products offered for sale on the Site by Zerow are inventory, deadstock and/or recycled items of any Zerow affiliate or partner company including, without limitation, scrap pieces or rolls of fabric or leather, buttons, zippers, ribs, etc. (the “Products”), including Product samples.
For purposes of the T&Cs the term “Affiliate” means any entity that controls, is controlled by or is under common control with Zerow, including its subsidiaries. Additionally, “Partner” means any entity, excluding Affiliates, that has contracted with Zerow to collaborate in the resale of its inventory, deadstock and/or recycled items.
2.2. Availability
Zerow will indicate on the Site the list of Products available for purchase. These are available within the limits of reserved stocks, which vary depending on the Products.
In the event that the Products are totally or partially unavailable after placing an order, the Buyer will be informed via email as soon as possible of the unavailability of the Product and of the total or partial cancellation of his order. The Buyer must confirm his acceptance of the modified order or the cancellation of his initial order.
Any modification or cancellation of an order resulting from the above will result in the reimbursement of the corresponding amounts to the Buyer, as soon as possible and, at the latest, within 30 days of the Customer's payment.
2.3. Condition
Zerow reminds the Buyer that the sale on the Site only concerns Products coming from inventories, deadstock and/or recycled items of Affiliated or Partner Companies and therefore may present defects.
Zerow takes the utmost care in the presentation of the Products on the Site. However, the Products are sold to the Buyer "AS IS". In particular, the Buyer is reminded that the photographs illustrating the Products are for information purposes and do not fall within the scope of the contract. Indeed, although every effort is made to ensure that the shade, color or brightness, drape, fall, transparency, elasticity, crease or feel of the Products, the photos of which are displayed on the Site, are faithful to the original products, variations may occur, in particular due to the technical limitations of the color rendering of the IT equipment. Additionally, due to batch-to-lot variations, product variations may occur with respect to (i) the thickness of the Products as well as (ii) yardage and width of fabrics and lace and (iii) dimensions of the leathers with respect to leather products , within customary Industrial Tolerance as defined below, which Buyer acknowledges and accepts.
For the purposes of this document, Industrial Tolerance refers to yardage and width of fabrics and laces as well as dimensions of skins of leather products and means:
a five (5%) percent tolerance for textile articles (other than fabric panels) and/or
The Buyer is responsible for choosing the Products in view of its intended production process, and for adapting its production process to the Products it purchases on the Site. Furthermore, the Buyer is responsible for any treatment applied to the Products by the Buyer .
2.4. Minimum quantity
There is no minimum quantity to order.
However, since we do not offer cuts, the minimum quantity that can be ordered is the minimum length available on the product page and depends on each reference/colour.
3. Orders/Prices
Order Process
3.1. To place an order, the Buyer must comply with the Terms of Use of the Site and acknowledge having read and accepted these T&Cs. Sales will be completed only after Zerow has expressly accepted the Buyer's order in writing. Zerow will check whether the requested Products (and the quantities listed in the order) are available. Furthermore, Zerow reserves the right not to continue with the order of a Buyer who is not up to date with payments.
3.2. All the steps necessary to conclude the sale of the Products are detailed on the Site. The Buyer has the possibility, before definitively validating his order, to verify the details of the order, its total price as well as the preparation and shipping costs before to confirm it to express your acceptance.
3.3. As soon as the Buyer has validated his order, Zerow (i) will confirm the order by electronic means, specifying the sales taxes and shipping details of the Products (excluding customs duties as indicated in Article 3.7). Buyer will also receive (ii) a payment confirmation and (iii) a shipping confirmation via electronic means.
3.4. In the event of prolonged inactivity of more than 15 minutes while connected to the Site, it is possible that the selection of the Products chosen before this inactivity is no longer guaranteed, in which case the Buyer will be invited to resume his selection of Products from the beginning. . Given the limited nature of stocks, the availability of the Products cannot be guaranteed in this case.
3.5. The benefit of the order is personal to the Buyer and cannot be transferred without the express written authorization of Zerow.
3.6. The Buyer may request a change to his order from Zerow by sending an email to support@zerow.it no later than 1 day after written confirmation of the order by Zerow. Zerow reserves the right to accept or refuse such requests depending on its ability to do so and in its sole discretion. Beyond this period or in the event that Zerow refuses the modification requested by the Buyer, any modification or cancellation of the order by the Buyer for any reason other than force majeure will automatically result in the payment of a penalty equal to 30% of the amount (net of taxes) of that order as damages. Products are sold direct and cannot be returned for credit or exchanged.
3.7. The Products are sold and invoiced to the Buyer based on the price indicated on the Site on the date on which Zerow confirms the order. These prices are fixed, excluding sales taxes and preparation and shipping costs. Sales taxes, preparation and shipping costs will be invoiced additionally and are also specified on the Site before the Buyer proceeds with the final validation of the order.
Regarding exports:
-
within the European Union, prices are expressed exclusive of taxes and Products are delivered duty paid (DDP) in accordance with the Incoterms 2020 of the International Chamber of Commerce;
-
outside the European Union, the Products are delivered to the unloaded location (DPU) in accordance with the Incoterms 2020 of the International Chamber of Commerce.
4. Payment Terms
4.1. The price is payable in one lump sum on the Site (managed securely online by our service providers Adyen and Cardinal Commerce) as part of the checkout process. Notwithstanding the foregoing, and subject to Zerow's written agreement on a case-by-case basis (at Zerow's discretion), payment may be made by bank transfer within two (2) working days from the date of receipt of the order confirmation email.
The products will not be shipped until Zerow has received payment of the full price by bank transfer (if this payment method has been subject to Zerow's prior written agreement).
4.2. If, for any reason, it is not possible to debit the sums owed by the Buyer, the order will be canceled immediately.
4.3. In the event of failure to comply with the payment terms indicated above, Zerow reserves the right to suspend or cancel the delivery of the Buyer's pending orders, and to request immediate payment of all amounts due, including for other deliveries, as well as penalties late payments calculated at a rate equal to three times the legal interest rate and applied to the price (including taxes) indicated in such invoice which will accrue automatically and automatically in favor of Zerow without any formality or notice required.
4.4. Finally, a flat fee for collection costs of an amount of 40 euros will be due, by right and without notice required, by the Buyer in the event of a payment default. Zerow reserves the right to require that the Buyer pay additional compensation if the actual collection costs incurred exceed this amount (subject to the submission of supporting documentation).
4.5. In the event of unavailability of the Product(s) ordered, the price of the unavailable Product(s) will be refunded to the Buyer.
5. Deliveries
5.1. When the Buyer places his order, Zerow will indicate to the Buyer the estimated delivery date for the Products covered by the order. This date does not constitute a strict deadline and Zerow will not be liable to the Buyer for any delay in delivery that does not exceed the estimated delivery date plus six (6) weeks from Zerow's receipt of formal written notice of demand by the Buyer. In the event of a delay beyond this period, the Buyer may request that the delayed order be canceled and obtain a refund of the price paid for such canceled order. In such event, cancellation of the order and refund of the price shall be the Buyer's sole remedy with respect to the delayed order, to the exclusion of any further damages.
5.2. The Buyer must accept any partial delivery of his order provided that all Products for which the order is confirmed are delivered in accordance with the conditions set out above.
5.3. Under no circumstances will Zerow be liable in the event of a delay or suspension of delivery attributable to the Buyer or in the event of force majeure. A force majeure event includes in particular events such as social mobilization, war, pandemic, total or partial strikes, lockouts, requisitions, shortages of raw materials, defaults of suppliers or subcontractors, fires, mechanical accidents, interruptions or delays in transport or any other event that hinders the activities of Zerow or its suppliers or subcontractors.
5.4. Deliveries will be made by direct presentation of the Products to the Buyer. The Buyer must check the apparent condition of the Products at the time of delivery. In addition to the Buyer's obligations to notify any damage/deficiencies to the Products to the carrier in the conditions (term and form) provided for by article 1698 of the Italian Civil Code, in the absence of reservations expressed by the Buyer in writing and accompanied by the delivery note sent via fax or registered letter to Zerow within 5 working days from the delivery date, the Products delivered by Zerow will be considered to conform to the composition and length (subject to the Industrial Tolerance as defined above) mentioned in the order. No request can be validly accepted if the Buyer does not comply with all these formalities.
5.5. Zerow will not be bound by its delivery obligations if the Buyer does not comply with any or all of the obligations contained in this document and in particular in case of failure to comply with the payment terms or in the absence of or delay in the transmission of information, authorizations or approvals .
5.6. This Site ships Products only to addresses within the European Union, the United Kingdom, Switzerland, Norway and Serbia, unless otherwise specifically agreed between Zerow and the Buyer on a case-by-case basis.
In the case of exports, the Products will be invoiced as follows:
-
within the European Union, delivered duty paid (DDP) as defined by the DDP Incoterms;
-
outside the European Union, delivered to the unloaded location (DPU) as defined by the Incoterms DAP.
Zerow will be deemed to have fulfilled its delivery obligations once the ordered Products are supplied to the Buyer.
5.7. Please note that Zerow also offers a collect delivery option, for Buyers located outside the European Union. To benefit from this option, the Buyer can contact Zerow at support@zerow.it before completing the order on the Site. The Buyer will then organize the collection of his order personally, at the place and time indicated by Zerow via e-mail.
6. Product Returns
All returns of Products by the Buyer, for any reason, will be subject to the express written consent of Zerow. The Buyer cannot request the return of any Product that is not justified by duly demonstrated non-conformity or defects, returns are subject to a prior formal written agreement with Zerow, according to the conditions detailed below.
The Buyer may only return products which the Buyer has duly proven to be non-conforming with respect to fabric composition or yardage (subject to Industrial Tolerance as defined above) and has notified the same in the conditions set out in Article 5.4 above, specifying that the Products must be returned intact, in the exact same conditions in which they were purchased in their original packaging and packaging. Products returned used or cut, incomplete, damaged, deteriorated or soiled by the Buyer will not be refunded.
The Buyer may submit a Product return request only within five (5) working days following the date of delivery of the Product.
All other return requests will be rejected by Zerow.
To return a Product, the Buyer must access the Site, under the "Returns" section, and follow the procedure indicated. The Buyer will attach the return form to his package. Without these elements, the return will not be accepted.
Zerow will send the Buyer a confirmation receipt to confirm whether their return request has been accepted or not.
The costs and risks of returns will always be borne by the Buyer. It is specified that parcels sent freight collect will not be accepted. Any return accepted by Zerow will be entitled to a replacement (if possible) or a refund (at Zerow's discretion) in favor of the Buyer after checks of the purchased Products.
7. Zerow's Responsibility – Composition and/or Length Guarantee
7.1. Although Zerow takes all necessary measures to ensure an accurate representation of the Products displayed on the Site, the Products are sold "AS IS" without warranty of any kind, except for fabric composition and yardage (subject to Industrial Tolerance as defined above ).
7.2. This composition and/or footage warranty is limited to the replacement (if possible) or refund of non-conforming Products. The warranty does not apply in the event of improper use, negligence or defective maintenance by the Buyer, or in the event of normal use of the Product or an event of force majeure.
7.3. In order to assert its rights and under penalty of forfeiture of any claim in this regard, the Buyer must inform Zerow in writing of the existence of non-conformity in the conditions provided for in articles 5.4 and 6 above.
7.4. Zerow will replace or refund such return in proportion to the quantity of Products affected.
7.5. The warranty does not apply if the Products have been subjected to abnormal use or have been used in conditions other than those for which they were manufactured. The warranty also does not apply to damage resulting from impact, fall, negligence, lack of supervision or maintenance, or in the event of transformation of the Product.
7.6. Zerow will in no case be liable for an amount exceeding the price of the Product that is the subject of the complaint. Under no circumstances will Zerow be required to compensate for loss of profit, loss of use or indirect or special damages.
8. Intellectual Property
8.1. Zerow and/or its affiliated companies and partners retain all industrial and intellectual property rights relating to the photographs, technical and sales documentation and any other element present on the Site, which cannot be communicated or used without written authorization.
8.2. By purchasing the Products on the Site, the Buyer acquires only material ownership of the Products without any intellectual property rights potentially attached to the Products, from Zerow and/or its affiliated companies and partners.
Accordingly, Zerow makes no warranties of any kind, express or implied, regarding any intellectual property rights associated with the Products, which Buyer acknowledges and accepts.
8.3. With regards to the procurement of the Products, the Buyer, in the context of the marketing of the Products once integrated into its production, including but not limited to the communication, the offer for sale, the sale of the same, undertakes not to do any reference and/or mention of the origin of the Products on products resulting from the use of the Products, including but not limited to labels, notices, flyers, packaging. Notwithstanding the foregoing, the Buyer will be authorized to mention the procurement of the Products if and only if required for regulatory reasons and/or to communicate in the section of its website dedicated to suppliers using only the following wording "[The product] comes from Zerow, the platform for reselling the surpluses of the most exclusive Italian Maison de Couture."
9. Retention of Title – Transfer of Risk
9.1. Zerow retains ownership of the Products sold until the price is paid in full by the Buyer, thus allowing Zerow to regain possession of such Products.
9.2. Consequently, until the Products are delivered to the Buyer, Zerow undertakes to insure the Products at its own expense with adequate insurance coverage. The transfer of risk in the Products will occur upon delivery to the Buyer.
10. Unpredictable Changes
In the event of a change in circumstances that was not foreseeable at the time of confirmation of the order by Zerow, in accordance with the provisions of Article 1467 of the Italian Civil Code, the Party that has not agreed to bear the risk of a excessively onerous execution may require the counterparty to renegotiate the relevant order. In the event of failure to agree on renegotiations, either Party may terminate the order (and the Buyer would be refunded for any amount already paid) by sending the other party written notice and without compensation to either Party.
11. Specific Execution
The Parties expressly renounce their rights pursuant to Article 2932 of the Italian Civil Code.
12. Defense of breach
Pursuant to Article 1460 of the Italian Civil Code, either Party may refuse to fulfill its obligations under any order, even when due, if the other Party fails to fulfill its obligations under such order and if such failure is sufficiently serious, i.e. it is likely to call into question the continuation of the relevant order or fundamentally upset the economic equilibrium of the order. Suspension of performance shall take effect immediately upon receipt by the defaulting Party of a notice of default provided for that purpose by the Party suffering the default and declaring its intention to avail itself of the defense of default until the defaulting Party will not have remedied the failure to comply, such notification must be sent by registered mail with return receipt required or by any other durable written form that allows proof of transmission to be preserved.
This defense can also be used for preventive purposes in accordance with the provisions of Article 1461 of the Italian Civil Code if it is manifestly clear that one of the Parties will not fulfill its obligations when due and that the consequences of such failure are sufficiently serious for the Party which suffers non-compliance. This option will be used at the risk of the Party making use of this option.
Suspension of performance will take effect immediately upon receipt by the allegedly defaulting Party of a notification declaring its intention to apply the preventative default defense until the allegedly defaulting Party performs the obligation for which a breach is manifestly evident. future default, such notification must be sent by registered mail, return receipt requested, or by any other durable written form that permits the preservation of proof of transmission.
13. Jurisdiction
All disputes that may arise between the Parties arising from these T&Cs and from all transactions arising therefrom, whether relating to the validity, interpretation, execution and/or termination thereof, as well as their consequences, will be subject to the exclusive jurisdiction of the Court from Florence.
14. Applicable Law - Language
The Parties expressly agree that these T&Cs and all transactions arising from them will be governed by Italian law.
These T&Cs are drawn up in Italian. To the extent that they are translated into one or more languages, only the Italian version will prevail in the event of a dispute.
15. Acceptance by the Buyer
These T&Cs are expressly accepted and agreed upon by the Buyer who places an order on the Site. The Buyer declares to be fully aware of these T&Cs and, consequently, waives the right to enforce their general conditions of purchase