– the Seller manages the website https://ecommerce.kolinpharma.com/ (hereinafter “Website”);

– the website is intended for commercial transactions between entrepreneurs and consumers (B2C);

– the website is the place of encounter between the demand and offer of the products indicated under point c) of art. 1 and it is possible to stipulate purchase/sale contracts online;

– the expression “General Sale Conditions” refers to the purchase/sale contract relating to the Seller’s goods stipulated between them and the Buyer as part of a remote sales system set up by the Seller;

– for this contract, remote communication technology via the Internet will be implemented;

– purchases made on the website by buyers are governed by these General Sale Conditions;

 – the Buyer has the status of consumer, the term being understood to mean the natural person who makes the purchase that forms the subject of this contract, for purposes that are not related to any commercial or professional activities carried out;

– this contract – and the conditions required – exclusively concern the B2C sale to a Buyer/Consumer, as specified in the previous line;

– all contracts shall be concluded directly through the Buyer’s access to the Website corresponding to the address https://ecommerce.kolinpharma.com/ where they shall follow the indicated procedures to access the reserved area of the website dedicated to online trading;

– the trademark and logo relating to the website are the sole property of the Seller;

– common terms in the field of information technologies have been used when drafting these General Conditions and that, in the event of any disagreements regarding their interpretation or meaning, the contents of the main specialised publications in the field shall be taken into account;

– this preamble constitute an integral and substantial part of the contract;

   the parties agree as follows:

1. Definitions

1.1 In these General Sale Conditions, the following terms shall have the following meaning:

1. a) the term “online sale contract” shall mean the remote contract stipulated between a Seller and a Buyer who is the end consumer, through a sale system organised by the Seller, which uses the remote communication technology known as the Internet;
2. b) the expression “Seller” shall refer to Kolinpharma SpA, with registered office in Milan, on via Larga no. 8, a party to this contract, which takes care of the Website’s management, selling the products indicated under the following point directly to the users (Buyers);
3. c) the expression “Products” shall refer exclusively to the movable goods present in the Website’s electronic catalogues;
4. d) the expression “Buyer” shall refer to the end consumer/customer who is authorised to operate on the Website in order to purchase the products, by the means indicated in these general conditions;
5. e) the term “Consumer” shall mean the natural person who purchases goods and services for purposes that do not, directly or indirectly, relate to any professional activities carried out;
6. f) the expression “Parties” shall refer to the Seller and the Buyer, jointly;
7. g) the expression “Website” shall refer to the website that corresponds to the address https://ecommerce.kolinpharma.com/ through which it is possible to make online purchases;
8. h) the term “Consideration” shall refer to the sale price of each product.

2. Object of the contract

  2.1 These general conditions, that are made available to the Buyer so that they may reproduce and store them pursuant to art. 12 of (It.) Legislative Decree of 9 April 2003, no. 70, pertain to the purchase of products, made remotely and through a data transmission network, through the Website owned by the Seller, with registered office in Milan, in via Larga no. 8, VAT no. 08331990963.

2.2 With this contract, respectively, the Seller sells and the Buyer purchases the movable goods indicated below, remotely.

2.3 The goods that form the subject of this contract are all the products selected by the Buyer and put in the virtual shopping cart, following the online purchase procedures indicated on the website.

2.4 The products and/or services of the previous point are illustrated in the webpages of the Seller’s Website.

2.5 The Seller undertakes to supply all the products indicated below against payment of a consideration as per art. 4 of this contract.

3. Acceptance of the sale conditions

3.1 These general conditions shall be valid from the day on which this contract is stipulated and may be amended, added to or modified at any time by the Seller, who will take measures to announce such changes through the pages of the Website and such amendments/modifications and/or additions will have effects for future purchases.

3.2 All purchase orders will be forwarded by the buyer to the Seller, following registration to the site and entering of the ID (“username”) and PW (“password”) with access to a reserved area through a secure protocol (https) and, then, through the completion of the indicated purchase procedure.

3.3 These general sale conditions must be examined “online” by the Buyer, before the purchase procedure is completed. By forwarding the purchase order confirmation, therefore, the Buyer shall acknowledge that they are aware thereof and accept them in their entirety.

3.4 By sending the confirmation of their purchase order by data transmission means, the Buyer unconditionally accepts and undertakes to comply, in their relations with the Seller, with the general and payment conditions mentioned below, declaring that they have read and accept all instructions provided by the Seller pursuant to the rules and regulations to which reference is made above, also acknowledging that the Seller shall not be bound by other conditions unless agreed in advance and in writing.

3.5 The sale operations shall be governed, as far as the consumer is concerned, by the provisions of (It.) Legislative Decree of 6 September 2005, no. 206, while the protection of confidentiality shall be subject to the provisions of (It.) Legislative Decree of 30 June 2003, no. 196, as subsequently amended and supplemented.

3.6 The Buyer shall express acceptance of the sale conditions by precisely filling out all sections of the electronic form, following the video instructions, and, lastly, selecting and thus accepting the boxes with the caption ACCEPTANCE OF SALE CONDITIONS and INFORMATION NOTICE ON PRIVACY.

4. Means of purchase and sale prices

4.1 The products, the prices and the sale conditions present on the Website – within the limits of their availability – are expressed in euros and shall not constitute a public offer for the consumer; therefore, they must always be understood to be indicative and subject to express confirmation by the Seller via e-mail, which shall constitute acceptance of the purchase order.

4.2 The sale prices, as per the previous point, shall include VAT and all other taxes, as well as the total cost of shipping to the domicile indicated by the Buyer when placing the order, on the condition that the place of destination is located in Italy. In any case, the total cost of shipping to the domicile of the Buyer shall be borne thereby, without prejudice to exceptions and derogations that will be duly published on the website. In any case, the cost will be notified to the customer before the purchase is confirmed.

4.3 The price of the product indicated on the website shall be definitive, except in cases where – in exceptional situations – the Seller deems it appropriate to subject the price to a revision. Such exceptional conditions shall include but not be limited to, the unexpected and not agreed change of the product’s price by the supplier, unforeseen changes in customs duties or foreign exchange rates and in any case shipping costs, in general. In the exceptional cases where the price is revised, the Parties expressly undertake to re-negotiate such price by an exchange of e-mails based on fairness and good faith, taking into consideration the documentation produced that attests the exceptional situations that resulted in such revision.

4.4 Having received the offer shall not constitute a commitment for the Seller until they have expressly accepted said order by e-mail. Please note that, when the order is received from the Buyer, the system will automatically send a reply e-mail that summarises the order received, which must not be understood as formal acceptance thereof. With a subsequent e-mail, the Seller, having checked the availability of the chosen product, will confirm and formally accept the order received.

4.5 The Buyer expressly acknowledges the right of the Seller to even partially accept the order made (for example in case not all the products ordered are available). In such case, the contract will be understood to have been stipulated for the merchandise that is actually sold.

4.6 The Buyer expressly declares that they are making the purchase for purposes that are unrelated to any commercial or professional activities carried out.

5. Finalisation of the contract

5.1 The Contract stipulated through the Website shall be understood to have been finalised when the Buyer receives, by e-mail, the formal confirmation of the order, with a communication following the automatic e-mail that summarises the order as per art. 4.4, with which the Seller accepts the order sent by the Buyer and informs them of the Seller’s ability to fulfil it. The Contract shall be finalised at the location of the Seller’s registered office.

5.2 Until the Buyer has received the confirmation e-mail of the previous point, they shall have the right to cancel the order by sending an e-mail to the Seller’s address assistenzaclienti@kolinpharma.com or by any other means indicated on the Website.

Art. 6. Means of delivery

6.1 The Seller will take steps to send to the Buyer, at the address indicated thereby, the products that were chosen and ordered, by the means envisaged by the previous articles, by trusted courier and/or forwarder. Delivery will usually take place within 72 business hours, as indicated in the order confirmation.

6.2 Should the Buyer be absent, a notice will be left with the necessary instructions for contacting the courier or the forwarder, so that the means of delivery may be agreed.

6.3 No liability may be ascribed to the Seller for delayed deliveries or failure to deliver due to force majeure or fortuitous events.

6.4 On receiving the order, the Buyer shall be obliged to check the compliance of the product delivered thereto with the order made; only after such check will they be obliged to sign the delivery documents, obviously without prejudice to the right of withdrawal envisaged by art. 10 of these conditions. The right of withdrawal shall not apply where the goods sold are “tailor-made” for the customer.

Art. 7. Liability  

7.1 The Seller does not assume any liability for delayed deliveries of or failure to deliver the good attributable to force majeure, such as incidents, explosions, fire, strikes and/or lock-outs, earthquakes, flooding and other similar events that may impede, in whole or in part, compliance with the times agreed in the contract.

7.2 The Seller will not be liable towards any party or third parties with regard to damage, losses suffered and costs incurred as a result of failure to perform the contract for the aforementioned reasons, the consumer only being entitled to a refund of the price that may have been paid.

7.3 The Seller guarantees that the Products present in the electronic catalogues are freely available for purchase and that there are no pledges or other burdens thereon. In any case, the rules of the Italian Civil Code on sales/purchases shall apply.

Art. 8. Warranties and means of support

8.1 The Seller only markets original and high-quality products. The warranty is granted for 2 years from delivery and shall start on the day the good was purchased.

8.2 In case of a conformity defect, the rules of (It.) Legislative Decree of 6 September 2005, no. 206 shall apply. Any defects must be reported within 8 days from their discovery; if that is not the case, the Buyer shall forfeit the right to the warranty.

Art. 9. Buyer’s Obligations

9.1 The Buyer undertakes and shall be obliged, once the purchase procedure has been completed, to take steps to print and store these general conditions which, furthermore, they will have already read and accepted as a mandatory step for purchase, as well as the specifications of the product being purchased, and this in order to fully comply with the condition of (It.) Legislative Decree of 6 September 2005, no. 206.

9.2 The Buyer is absolutely forbidden from entering false and/or invented and/or imaginary data in the registration procedure with the use of the specific electronic form; the personal data and the e-mail must be solely their own actual personal data and not those of third persons, or imaginary ones. The Buyer, therefore, assumes full responsibility with regard to the accuracy and truthfulness of the data entered in the electronic registration form that aim to complete the procedure for the products’ purchase.

9.3 It is expressly forbidden to make double registrations for one person or to enter the data of third parties. The Seller reserves the right to take legal action for all violations and abuses, in the interest and for the protection of all consumers.

9.4 The Buyer indemnifies the Seller from all liability deriving from the issue of erroneous fiscal documents due to errors that relate to the data provided by the Buyer, the latter being the only person responsible for entering them correctly.

Art. 10. Right of withdrawal

10.1 Pursuant to articles 64 and 67 of (It.) Legislative Decree of 6 September 2005, no. 206, the Buyer may exercise the right of withdrawal, obtaining the refund of the price paid, except for goods sold as “tailor-made”, returning the good received in its original packaging, without tampering with any warranty seals or simply opening and/or deteriorating said external packaging.

10.2 Should the Buyer, for any reason, not be satisfied with the purchase made, they shall have the right to withdraw from the contract that has been stipulated, without any penalties and without specifying the reason for such withdrawal, within a deadline of 10 business days starting from the day they received the good ordered.

10.3 To exercise the right of withdrawal, the customer must, within the deadline indicated under point 10.2, send a registered letter with acknowledgement of receipt to the following address: assistenzaclienti@kolinpharma.com. They may, within the same deadline, send a telegram or a communication via certified e-mail which must be followed, within 48 hours, by the aforementioned registered letter with proof of receipt confirming their intention to withdraw from the contract. If the good has been delivered, all articles must reach, within 5 (five) business days, in the same condition in which they were received, with the original packaging and any manuals and/or instruction booklets accompanying them; no other means of returning the merchandise are envisaged. The deadline envisaged for the return of the products by the Buyer may not be shorter than 10 business days starting from the date on which the good was received. Any and all costs for the return of the products shall be borne by the Seller; for this purpose, the Buyer, directly or by other means, will take steps to deliver said products to the domicile indicated by the Seller. The Seller will accept the returned merchandise reserving the right to ascertain that the products were re-delivered in the original state and with the original packaging.

10.4 The Consumer who exercises the right of withdrawal in accordance with has been set down will receive a refund of the amounts already paid within a deadline of 72 business hours from when the merchandise is received, and however no later than 30 days from the date on which the Seller (or the provider of the service) became aware that the Consumer is exercising the right of withdrawal.

Art. 11. Termination of the contract  

11.1 The parties agree that the contract will be terminated automatically if one of the instances of non-compliance listed below occurs:

– violation of the obligations under art. 4 (Means of purchase and sale prices);

– violation of the obligations under art. 7 (Liability);

– violation of the obligations under art. 9 (Buyer’s Obligations);

– violation of the obligations under art. 14 (Prohibition of assignment).

11.2 Pursuant to art. 1456 of the (It.) Civil Code, the party that intends to terminate the contract will notify the counterparty of such intention by sending a registered letter with proof of receipt or a PEC (Certified E-mail), indicating the reason; the termination will have effects from the date on which the termination notification was received as per the receipt delivered to the Party that terminates the contract and the Buyer will only have the right to receive a refund of any amounts already paid.

Art. 12 Communications

12.1 Without prejudice to the cases that are expressly indicated – or laid down by legal obligations – the communications between the Seller and the Buyer will preferably take place by e-mails sent to the respective e-mail addresses that both parties will consider a valid means of communication and whose production in court may not be contested due to the sole fact that they are electronic documents.

12.2 Both parties may at any time change their e-mail address for the purposes of this article, on the condition that they promptly communicate such change to the other party by the means laid down in the previous paragraph.

Art. 13. Processing of personal data

13.1 The Buyer expressly declares that they have read both the information notice envisaged by art. 13 of (It.) Legislative Decree of 30 June 2003, no. 196 (Privacy Code) and the Website’s “privacy policy”.

13.2 The rights deriving from the regulatory framework on privacy and the information obligations for the Seller arising therefrom shall be examined “online”, before the purchase procedure is completed. Sending the order confirmation, therefore, shall imply full knowledge thereof.

13.3 The Controller of the collection and processing of personal data is, as specified above, the Public Limited Company Kolinpharma in the person of its legal representative pro tempore. The rights of article 7 shall be exercised with a request addressed without formalities to the controller, by sending a simple e-mail to the Seller’s address; the latter shall be obliged to provide information on any changes to their data at the same address.

Art. 14. Prohibition of assignment

14.1 The contract may not be assigned to third parties, on pain of its immediate termination.

Art. 15. Jurisdiction and competent Court  

15.1 All disputes relating to the application, performance, interpretation and violation of the purchase contracts stipulated “online” through the Seller’s Website shall be subject to Italian law, also pursuant to the provisions of art. 3 of the Convention of 19 June 1980, no. 80/934/EEC (Rome Convention) regarding the law that applies to contractual obligations; these general conditions refer, for anything that is not expressly envisaged therein, to (It.) Legislative Decree of 6 September 2005, no. 206 (Consumer Code).

15.2 In case of disputes deriving from this contract or related thereto, the parties undertake to mutually search for a fair and amicable settlement.

15.3 If the dispute has not been resolved amicably, and however within six months from the date it began, it shall be brought exclusively before the Courts in whose circuit the Buyer/Consumer has their domicile, pursuant to the provisions of (It.) Legislative Decree 206/05; if the Buyer is not the end consumer, it is agreed that all disputes, also by way of derogation from the rules and regulations relating to territorial jurisdiction, will be heard exclusively by the Courts of Milan.

Art. 16. Final clauses

16.1 This contract repeals and supersedes any previous agreement, arrangement, negotiation, written or verbal, between the parties and concerning the subject of this contract.

Art. 17. Applicable law and reference

17.1 – This contract is regulated by Italian law.

17.2 – The legal rules that apply to the relationships and facts of this contract shall apply to anything that is not expressly envisaged herein and, in any case, the rules of the (It.) Civil Code and of (It.) Legislative Decree of 6 September 2005, no. 206 (Consumer Code) shall apply.

EXPRESSION OF CONSENT THROUGH THE WEBSITE

[] I ACCEPT

Acceptance is confirmed by ticking the electronic box “I accept”. The user is kindly asked to activate the printer to receive a copy of these contractual clauses.

[] ACCEPTANCE OF THE GENERAL CONDITIONS BY THE BUYER

Pursuant to and for the effects of articles 1341 and 1342 of the (It.) Civil Code, the Buyer declares that they have read the contract carefully and that they expressly approve the following clauses:

Art. 4 (Means of purchase and Sale prices),

 Art. 5 (Finalisation of the contract),

Art. 6 (Means of delivery),

Art. 7 (Liability),

Art. 8 (Warranties and means of support),

Art. 9 (Buyer’s Obligations),

Art. 11 (Termination of the contract),

Art. 13 (Processing of personal data),

Art. 15 (Jurisdiction and competent Court),

Art. 17 (Applicable law and reference).

[] I ACCEPT