Terms of service

Last updated [06/28/2024]

1. Scope

1.1 In addition to the Terms of Use governing the use of the zerow.it website (the "Site"), these Terms and Conditions (the "T&Cs") apply to orders for products offered for sale on the Site by Zerow - S.R.L, a limited liability company registered with the Registrar of Companies under company number IT07138020487, and having its registered office in SCANDICCI (FI) VIA NEWTON 102 ZIP CODE 50018, VAT registration 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 restriction or limitation to all orders for products offered for sale by Zerow on the Site, regardless of any provisions that may be contained in Buyer's documentation, in particular, Buyer's general terms and conditions of purchase.

1.3. To make a purchase on the Site, Buyer must accept these T&Cs without reservation. The T&Cs applicable to the order are those accepted by the Buyer at the time the order is placed.

1.4. The sale of Products by Zerow on the Site is reserved for professional buyers, i.e. companies with a company registration number, who purchase Products for their exclusive use in the context of their professional activities: own consumption or inclusion/use in Buyer's own production. In other words, by purchasing Products on the Site and accepting these T&Cs, the Buyer expressly represents 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 Products "as is" ("en l'état") and therefore agrees not to resell Products "as is".

1.5. Buyer is responsible for the security of their account and password on the Site. Zerow shall not be liable for any damages and expenses arising from 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 modified T&Cs will automatically supersede and replace the previous version of the T&Cs. For the avoidance of doubt, however, the amended T&Cs, once posted 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. Products offered for sale on the Site by Zerow are remnants, deadstock and/or recycled items from any of Zerow's affiliates or partners including, without limitation, scrap pieces or rolls of fabric or leather, buttons, zippers, ribs, etc. (the "Products"), including samples of Products.

For purposes of the T&Cs, the term "Affiliate" means any entity that controls, is controlled by, or is under common control of Zerow, including its subsidiaries. Also, "Partner" means any entity, excluding Affiliates, that has contracted with Zerow to cooperate in the resale of its inventories, 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 the reserved stock, which varies depending on the Products.

In the event that Products are totally or partially unavailable after an order has been placed, the Buyer will be informed by e-mail as soon as possible of the unavailability of the Product and of the total or partial cancellation of his order. The Buyer will be required to confirm his/her acceptance of the modified order or cancellation of his/her initial order.

Any modification or cancellation of an order resulting from the foregoing will result in a refund of the corresponding amounts to Buyer, as soon as possible and, at the latest, within 30 days of payment by Customer.

2.3. Condition

Zerow reminds Buyer that the sale on the Site concerns only Products from inventories, deadstock and/or recycled items of Affiliated or Partner Companies and therefore may have defects.

Zerow takes the utmost care in the presentation of Products on the Site. However, the Products are sold to the Buyer "AS IS." In particular, Buyer is reminded that photographs illustrating the Products are for informational purposes only and are outside the scope of the contract. In fact, although every effort is made to ensure that the hue, color or brightness, drape, fall, transparency, stretch, crease, or feel of the Products, photos of which are displayed on the Site, are true to the original Products, variations may occur, particularly due to technical limitations of color rendering of computer equipment. In addition, due to variations between batches, variations may occur in the Products with respect to (i) the thickness of the Products as well as (ii) fabric and lace square footage and width, and (iii) leather dimensions with respect to leather products, within the Usual Industrial Tolerance as defined below, which Buyer acknowledges and accepts.

For the purposes hereof, Industrial Tolerance refers to square footage and width of fabrics and laces as well as leather dimensions of leather products and means:

a tolerance of five (5%) percent for textile items (other than fabric panels) and/or.

The Buyer is responsible for selecting the Products in view of its intended production process, and for adapting its production process to the Products it purchases on the Site. In addition, Buyer is responsible for any treatment applied to the Products by 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/color.

3. Orders/Prices

Order Process

3.1. To place an order, Buyer must comply with the Terms of Use of the Site and acknowledge having read and accepted these T&Cs. Sales will be finalized only after Zerow expressly accepts Buyer's order in writing. Zerow will verify whether the Products requested (and the quantities listed in the order) are available. In addition, Zerow reserves the right not to proceed with an order from a Buyer who is not current on payments.

3.2. All steps necessary to complete the sale of the Products are detailed on the Site. The Buyer has the opportunity, before finally validating his order, to check the details of the order, its total price as well as preparation and shipping costs before confirming it to express his acceptance.

3.3. As soon as the Buyer has validated his order, Zerow will (i) confirm the order by electronic means, specifying the sales tax and shipping details of the Products (excluding customs duties as stated in Article 3.7). Buyer will also receive (ii) a payment confirmation and (iii) a shipment 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 Products chosen prior to this inactivity may no longer be guaranteed, in which case Buyer will be asked to resume its selection of Products from the beginning. Due to limited stock, the availability of Products cannot be guaranteed in this case.

3.5. The benefit of the order is personal to Buyer and may not be transferred without the express written permission of Zerow.

3.6. Buyer may request a change to its order from Zerow by emailing support@zerow.it no later than 1 day after Zerow's written confirmation of the order. Zerow reserves the right to accept or reject such requests according to its ability to do so and at its sole discretion. Beyond such period or in the event that Zerow rejects the change requested by Buyer, any change or cancellation of the order by 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 tax) of such order as damages. Products are sold directly and cannot be returned for credit or exchanged.

3.7. Products are sold and invoiced to Buyer based on the price listed on the Site on the date Zerow confirms the order. These prices are fixed, excluding sales tax and preparation and shipping costs. Sales taxes, preparation and shipping costs will be billed additionally and are also specified on the Site before the Buyer makes final validation of the order.

Regarding exports:

• within the European Union, prices are quoted net of tax and Products are delivered duty paid (DDP) in accordance with the International Chamber of Commerce's Incoterms 2020;

• outside the European Union, the Products are delivered to the place discharged (DPU) in accordance with Incoterms 2020 of the International Chamber of Commerce.

4. Payment Terms.

4.1. The price is payable in one lump sum on the Site (securely managed 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 wire transfer within two (2) business days of receipt of the order confirmation email.

Products will not be shipped until Zerow has received payment in full from the bank transfer (if this payment method was subject to Zerow's prior written agreement).

4.2. If, for any reason, amounts due from Buyer cannot be charged, the order will be cancelled immediately.

4.3. In the event of failure to comply with the payment terms set forth above, Zerow reserves the right to suspend or cancel delivery of Buyer's outstanding orders, and to require immediate payment of all amounts due, including for other deliveries, as well as late payment penalties calculated at a rate equal to three times the legal interest rate and applied to the price (including taxes) stated in such invoice which shall automatically and rightfully accrue in favor of Zerow without any formalities or notice required.

4.4. Finally, a flat fee for collection costs in the amount of 40 euros shall be payable, as of right and without notice required, by Buyer in the event of default in payment. Zerow reserves the right to require Buyer to pay an additional fee if the actual collection costs incurred exceed this amount (upon presentation of supporting documentation).

4.5. If the Product(s) ordered are unavailable, the price of the unavailable Product(s) will be refunded to Buyer.

5. Deliveries

5.1. When Buyer places its order, Zerow will indicate to Buyer the estimated delivery date for the Products covered by the order. This date shall not constitute a strict deadline and Zerow shall not be liable to Buyer in the event of 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 request from Buyer. In the event of delay beyond such period, Buyer may request that the delayed order be cancelled and obtain a refund of the price paid for such cancelled order. In such event, cancellation of the order and refund of the price shall be Buyer's sole remedy with respect to the delayed order, to the exclusion of any further damages.

5.2. Buyer must accept any partial delivery of its order provided that all Products whose order is confirmed are delivered in accordance with the conditions set forth above.

5.3. In no event shall Zerow be liable in the event of delay or suspension of delivery attributable to Buyer or in the event of force majeure. An event of force majeure includes in particular such events as social mobilization, war, pandemic, total or partial strikes, lockouts, requisitions, shortages of raw materials, default of suppliers or subcontractors, fire, mechanical accidents, interruptions or delays in transportation, 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 Buyer. Buyer shall verify the apparent condition of the Products at the time of delivery. In addition to the Buyer's obligations to notify the carrier of any damage/shortages to the Products under the conditions (term and form) set forth in 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 by fax or registered mail to Zerow within 5 business days from the date of delivery, the Products delivered by Zerow shall be deemed to conform to the composition and square footage (subject to Industrial Tolerance as defined above) mentioned in the order. No claim can be validly accepted if Buyer fails to comply with all these formalities.

5.5. Zerow shall not be bound by its delivery obligations if Buyer fails to comply with any or all of the obligations contained herein and in particular in the event of failure to comply with 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, United Kingdom, Switzerland, Norway and Serbia, unless otherwise specifically agreed between Zerow and 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 place unloaded (DPU) as defined by the DAP Incoterms.

Zerow shall be deemed to have fulfilled its delivery obligations once the ordered Products are delivered to Buyer.

5.7. Please note that Zerow also offers a pick-up delivery option, for Buyers located outside the European Union. To take advantage of this option, Buyer may contact Zerow at support@zerow.it before completing the order on the Site. The Buyer will then arrange for pickup of his/her order personally, at the place and time indicated by Zerow via email.

6. Returns of Products.

All returns of Products by Buyer, for any reason, will be subject to the express written consent of Zerow. Buyer may not request the return of any Product that is not justified by duly demonstrated non-conformities or defects, returns are subject to prior formal written agreement with Zerow, subject to the conditions detailed below.

Buyer may return only Products that Buyer has duly proven to be non-conforming with respect to fabric composition or square footage (subject to Industrial Tolerance as defined above) and has notified the same under the conditions set forth in Article 5.4 above, specifying that the Products must be returned undamaged, in the exact same condition in which they were purchased in their original packaging and wrapping. Products returned used or cut, incomplete, damaged, deteriorated or soiled by Buyer will not be refunded.

Buyer may submit a Product return request only within five (5) business days after the date of delivery of the Product.

All other return requests will be refused by Zerow.

To return a Product, the Buyer must log on to the Site, under the "Returns" section, and follow the indicated procedure. The Buyer will attach the return form to his/her package. Without these items, the return will not be accepted.

Zerow will send Buyer a confirmation receipt to confirm whether or not their return request has been accepted.

Return costs and risks will always be borne by the Buyer. It is specified that packages sent freight collect will not be accepted. Any return accepted by Zerow will entitle the Buyer to a replacement (if possible) or a refund (at Zerow's discretion) in favor of the Buyer after verifications of the Products purchased.

7. Zerow's Liability - Composition and/or Metering Warranty.

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 square footage warranty is limited to replacement (if possible) or refund of non-conforming Products. The warranty does not apply in the event of Buyer's misuse, neglect or defective maintenance, or in the event of normal use of the Product or force majeure event.

7.3. In order to enforce its rights and under penalty of forfeiture of any claim in this regard, Buyer must inform Zerow in writing of the existence of non-conformity in the conditions set forth in Articles 5.4 and 6 above.

7.4 Zerow shall replace or refund such return in proportion to the quantity of Products affected.

7.5. The warranty shall not apply if the Products have been subjected to abnormal use or have been used under conditions other than those for which they were manufactured. The warranty also does not apply to damage resulting from an impact, fall, negligence, lack of supervision or maintenance, or if the Product has been transformed.

7.6 Under no circumstances shall Zerow be liable for more than the price of the Product that is the subject of the claim. In no event shall Zerow be liable to indemnify for loss of profit, loss of use, or indirect or special damages.

8. Intellectual Property.

8.1. Zerow and/or its affiliates and partners retain all industrial and intellectual property rights relating to the photographs, technical and sales documentation and any other items on the Site, which may not be communicated or used without written authorization.

8.2. By purchasing Products on the Site, Buyer acquires only the tangible ownership of the Products without any intellectual property rights potentially attached to the Products, from Zerow and/or its affiliates and partners.

Accordingly, Zerow makes no warranty of any kind, express or implied, regarding any intellectual property rights associated with the Products, which Buyer acknowledges and accepts.

8.3. With respect to the sourcing of the Products, Buyer, in the context of marketing the Products once integrated into its own production, including but not limited to the communication, offer for sale, sale of the same, agrees not to make any reference and/or mention of the origin of the Products on the products resulting from the use of the Products, including but not limited to labels, notices, leaflets, packaging. Notwithstanding the above, the Buyer shall be authorized to mention the sourcing 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 resale platform of the surplus of the most exclusive Italian Maison de Couture."

9. Reservation of Ownership - Transfer of Risk

9.1. Zerow retains title to the Products sold until Buyer pays the price in full, thereby allowing Zerow to regain possession of such Products.

9.2. Accordingly, until the Products are delivered to Buyer, Zerow agrees to insure the Products at its own expense with appropriate insurance coverage. The transfer of risk on the Products will occur upon delivery to Buyer.

10. Unforeseeable Changes.

In the event of a change in circumstances that was not foreseeable at the time of Zerow's confirmation of the order, in accordance with the provisions of Article 1467 of the Italian Civil Code, the Party that has not agreed to bear the risk of excessively onerous performance may request the other party to renegotiate the relevant order. In the event of failure to agree to renegotiations, either Party may terminate the order (and Buyer would be reimbursed for any amount already paid) by sending written notice to the other Party without compensation to either Party.

11. Specific Performance.

The Parties expressly waive their rights under Article 2932 of the Italian Civil Code.

12. Defense of Default.

Pursuant to Article 1460 of the Italian Civil Code, either Party may refuse to perform its obligations under any order, even when due, if the other Party fails to perform its obligations under such order and if such non-performance is sufficiently serious, i.e., is likely to call into question the continuation of the relevant order or fundamentally upset the economic balance of the order. Suspension of performance shall take effect immediately upon receipt by the Defaulting Party of a notice of default provided for this purpose by the Party suffering the default and stating its intention to avail itself of the default defense until the Defaulting Party has remedied the default, such notice to be sent by registered mail with return receipt requested or by any other durable written form that preserves proof of transmission.

Such defense may also be used for preventive purposes in accordance with the provisions of Article 1461 of the Italian Civil Code if it is manifestly evident that one of the Parties will not perform its obligations when due and that the consequences of such non-performance are sufficiently severe for the Party suffering the non-performance. Such option shall be used at the risk of the Party availing itself of such option.

Suspension of performance shall take effect immediately upon receipt by the allegedly defaulting Party of a notice stating the intention to apply the defense of anticipatory default until such time as the allegedly defaulting Party performs the obligation for which future default is manifestly evident, such notice to be sent by registered mail with return receipt requested or by any other durable written form that preserves proof of transmission.

13. Jurisdiction

All disputes that may arise between the Parties arising out of these T&Cs and all transactions arising therefrom, whether relating to the validity, interpretation, performance and/or termination thereof, as well as their consequences, shall be subject to the exclusive jurisdiction of the Court of Florence.

14. Applicable Law - Language.

The Parties expressly agree that these T&Cs and all transactions arising therefrom shall be governed by Italian law.

These T&Cs are drafted in Italian. To the extent that they are translated into one or more languages, only the Italian version shall prevail in case of dispute.

15. Acceptance by Buyer.

These T&Cs are expressly accepted and agreed to by the Buyer placing an order on the Site. The Buyer declares that it is fully aware of these T&Cs and, consequently, waives its right to enforce its own general conditions of purchase