GENERAL TERMS AND CONDITIONS OF SALE (2016)

1. Definitions.

1.1. In the present General Terms and Conditions of Sale, the following terms have the meaning specified below:

GTCS: it means the General Terms and Conditions of Sale;

Client: it means the natural or the legal person that buys the products marketed by Fashion Group Prato S.r.l. on its Website, for purposes concerning its business and professional activity, as well as crafts;

Product/s: it means the goods however marketed by Fashion Group Prato S.r.l. on its Website;

Website: it means the website corresponding to the web address www.fashionpo.com;

Order Form: it means the electronic form through which the client can electronically forward a Purchase Order once it has registered on the Website;

Purchase Order: it means the buying offer made by the Client and electronically forwarded to Fashion Group Prato S.r.l.;

Order Confirmation: it means the communication with which Fashion Group Prato S.r.l. warns the Client that the Purchase Order has been received and subjected to a data verification process and an availabilty of required products process;

Confirmation of Acceptance: it means the acceptance by Fashion Group Prato S.r.l. of the Purchase Order forwarded by the Client;

Purchase Price: it means the price of the products net of VAT and delivery costs.

2. Object.

2.1. The present GTCS govern the offer and the sale of the Products through the Website.

2.2. Only wholesale is made, and it is reserved to natural or legal persons, holders of VAT number, acting for purposes concerning their business and professional activity, as well as crafts.

2.3. Fashion Group Prato S.r.l. has the right to change the present GTCS at any time.

2.4. Any possible modification, or new sale conditions, will be effective from the moment they are published on the website, and will be applied only to the sales made after that publication.

2.5. The presentation of the products on the website, in any case, is an invitation to the Clients to make to Fashion Group Prato S.r.l. a buying offer. Those invitations are not binding for Fashion Group Prato S.r.l. and are not public offerings, according to the Italian Civil Code, Article 1336.

3. Acceptance of the GTCS.

3.1. The forwarding of a Purchase Order, according to the procedures described in the following Article 5 of the present GTCS, implies the complete knowledge of the GTCS and their complete acceptance, as well as the declaration by the Client that any single information and/or personal data provided to Fashion Group Prato S.r.l. is true.

3.2. After the conclusion of the online buying procedure, the Client shall print and collect the present GTCS, already viewed and accepted during the conclusion of the contract.

3.3. By placing an order through the website, the Client declares, under his responsibility, to have the legal age (i.e., to be at least 18), the capacity to contract and not to be a “customer”, according to the Legislative Decree 206/2005.

4. Our data.

4.1. Fashion Group Prato S.r.l. is a society with its registered office in Italy, in Via Del Carmine, 11, Prato, 59100, VAT number and Tax Code 02346630979, Registry of Business number 526461; certified e-mail: fashiongrouppratosrl@legalmail.it; e-mail: info@fashionpo.com, fax 0574.621397.

5. Conclusion of the contract.

5.1. The Client preliminary conducts the registration according to the procedures indicated on the Website, and afterwards completes the Order Form, according to the procedures indicated on the Website.

5.2. The Purchase Order can be considered as made when the Client clicks on the icon Send the order, specifically stated in the Order form.

5.3. Given the speed of replacement of the products from the suppliers, an inevitable feature in the fast-fashion industry, the quantities of products ordered may not correspond entirely to those available at the time of acceptance. The Client declares to be aware of that fact and, with the forwarding of its Purchase Order, to hold valid and binding the said order also for all those products in respect of which, although not being available in the amount ordered by the Client, are available in an amount consisting of at least 75% of the quantity ordered ("tolerance threshold)". In relation to the products which are not available in the amount ordered, but that exceed the tolerance threshold, the quantity of products ordered will be determined autonomously by Fashion Group Prato S.r.l. in an amount between the 75% and the 100% of the quantity ordered by the Client. This number will be expressed in the Confirmation of Acceptance received by the Client. The Client expressly now declares to accept this quantity as the definitive amount of the products ordered over the tolerance threshold.

5.4. Except as provided for under Article. 5.3., for all cases in which the first order is formed with products that do not meet the exact amount ordered by the Customer, for the missing products useful to achieve the exact amount ordered, Fashion Group Prato S.r.l. reserves the right to propose to the customer alternative products of a similar or equal nature to those ordered through a new offer included in the Confirmation of Acceptance of the first order, or on the interface/platform specifically designed for this purpose for the customer. In this case, the customer has 24 hours from the receipt of the new proposal to decide whether to accept it or not ("Supplementary Order"). If not accepted within that period of time, the new proposal is deemed rejected and the order is shipped in relation to the products originally ordered according to Article 5.3. If the new proposal is accepted, the additional order will be shipped along with the first order of the customer, accepted according to Article 5.3.

5.5. Any Purchase Order sent to Fashion Group Prato S.r.l. shall be filled in all its gaps and shall contain the necessary elements to identify the ordered products, the Client and the place of delivery.

5.6. In any case, Fashion Group Prato S.r.l., at its discretion, reserves the right not to accept Purchase Orders.

5.7. After the reception of the Purchase Order, Fashion Group Prato S.r.l. promptly sends to the e-mail address indicated by the Client, the Confirmation of the Order. This does not equate to the acceptance of the Client’s Purchase Order.

5.8. The sale agreement is concluded when the Client receives by Fashion Group Prato S.r.l. the e-mail with the Confirmation of Acceptance, which shall be sent to the e-mail address indicated by the Client, containing the information relative to price, the shipment and the expected date of delivery.

5.9. The invoice will be sent along with the Product.

6. Price and payment.

6.1. The Purchase Price of the Products is the one indicated on the website.

6.2. The Purchase Prices indicated on the website are to be understood net of VAT and delivery costs, which shall be added to the total amount, to be paid by the way of Purchase Price.

6.3. The delivery costs are calculated in the following ways:

i) the delivery costs for the Clients located in Italy are fixed and listed in the appropriate Order Form. In the cases referred to under Articles 5.3 and 5.4, and in the case of cash on delivery (“Contrassegno”), the delivery costs are included in the Confirmation of Acceptance;

ii) the delivery costs for EU Clients are not fixed, but may vary depending on the weight of the Product and the country of destination. Therefore they are calculated by our Website automatically as a result of the Purchase Order and included in the Confirmation of Acceptance. Also in the cases referred to under Articles. 5.3 and 5.4., the delivery costs are included in the Confirmation of Acceptance;

iii) the delivery costs for Clients located outside the EU are not fixed and may vary depending on the weight of the Product and the country of destination. They are inserted in the Confirmation of Acceptance. Also in the cases referred to under Articles. 5.3 and 5.4., the delivery costs are included in the Confirmation of Acceptance.

6.4. Should Fashion Group Prato S.r.l. encounter mistakes in the indication of the Purchase Price and/or in the indication of the delivery costs of the ordered products, the Client will be promptly informed and will have the possibility to confirm the Purchase Order, or to cancel it.

6.5. The Client located in Italy can make the total payment indicated in the Confirmation of Acceptance in the following ways:

1. Bank transfer. The payment by bank transfer is to be paid within 2 (two) working days from the reception of the Confirmation of Acceptance. After 3 (three) working days, starting from the forwarding of the Confirmation of Acceptance, without having received the payment, Fashion Group Prato S.r.l. is entitled to cancel the Purchase Order and the Client will have nothing to expect from Fashion Group Prato S.r.l.

2. Cash on delivery (“contrassegno”). The payment for the Products by cash is to be made together with the delivery of the same. In that case, the payment can be made with bank check or cashier’s check payable to Fashion Group Prato S.r.l., or cash (in this case, up to a maximum of 2.999,99), to be delivered to the shipping company and/or to the carrier at the time of the delivery of the products. The payment to be made with bank check or cashier’s check is allowed only for Purchase Orders of an amount equal to or less than € 1.000,00. In case of payment through cash on delivery, an additional contribution is due, whose amount will be indicated in the Confirmation of Acceptance.

3. Paypal. It is possible to make the payment by Paypal. In this case, the payment must be made within 2 working days from the receipt of the Confirmation of Acceptance by the Client. After 3 days, starting by the forwarding of Confirmation of Acceptance, without having received the payment, Fashion Group Prato S.r.l. is entitled to cancel the Purchase Order and the Client will have nothing to expect from Fashion Group Prato S.r.l.

6.6. The Client located in EU can make the total payment indicated in the Confirmation of Acceptance in the following ways;

1. Bank transfer. See under Article 6.5, par. 1.

2. Cash on delivery (“contrassegno”). The payment of the Products by cash on delivery is only available for some of the EU countries. In case of payment by cash on delivery, the delivery costs undergo a substantial increase which varies from country to country and whose exact calculation will be included in the Confirmation of Acceptance. The list of countries Countries for which payment by cash is available is added to the page "Delivery costs" within the site, where it is possible to examine the prospectus containing the list of the available EU countries, to be considered as an integral part of these GTCS. This prospectus is subject to change, regardless of Fashion Po, who is committed to change it in a reasonable time, as soon as having received news from the shipping company.

6.8. The Client located outside the EU can make the total payment indicated in the Confirmation of Acceptance in the following ways:

1. Bank transfer. See under Article 6.5, par. 1.

2. Paypal: see Article 6.6, par. 3.

6.9. In cases where the Client is located in Italy or in UE chooses the delivery method “cash on delivery” and does not make the payment to the shipping company and/or to the carrier at the time of the delivery of the products, he shall be required, pursuant to and by the effect of the Article 1382 of the Italian Civil Code, as penalty, to pay to Fashion Group Prato S.r.l. an amount of the 20% of the amount due as total payment contained in the Confirmation of Acceptance, plus reimbursement of the delivery costs.

6.10. Under no circumstances Fashion Group Prato S.r.l. may be held responsible for the possible fraudulent uses by third parties upon payment of products bought on its website.

7. Delivery.

7.1. The bought product shall be delivered to the address indicated by the Client.

7.2. Fashion Group Prato S.r.l. delivers the products with no territorial restrictions.

7.3. For the contracts concluded with Clients located in Italy, without this leading to constraints for Fashion Group Prato S.r.l., the product will be delivered approximately within 7 (seven) working days from the reception of the payment through bank transfer. If the Client chooses the delivery method “cash on delivery”, the product will be delivered approximately within 7 (seven) working days from the reception of the Confirmation of Acceptance.

7.4. In the case of contracts concluded with customers in EU countries apart from Italy:

- If the payment is made by bank transfer, the product is delivered, within approximately 10 working days from the receipt of payment;

- If the payment is made by cash on delivery, the product is delivered, within approximately 10 working days from receipt of the Confirmation of Acceptance;

- If the payment is made by Paypal, the product is delivered, within approximately 10 working days from receipt of payment.

7.5. In the case that the products are not delivered within 20 (twenty) working days from the forwarding of the Confirmation of Acceptance, the Client can send an e-mail to the e-mail address customercare@fashionpo.com with the object “missed delivery”, pointing out the number of the Purchase Order and the possible notes. After receiving the e-mail and after the appropriate researches, Fashion Group Prato S.r.l. will contact the Client within 4 (four) working days to find a solution to the problem or to explain the reason why the order was not fulfilled.

7.6. The products are delivered at the Client’s risk. Before the collection of the products, the Client shall verify the amount, the integrity and the quality of the products he has received.

7.7. Any complaint must be filed to the shipping company and/or to the carrier at the time of the delivery of the products.

7.8. Fashion Group Prato S.r.l. is not responsible for missed or manipulated products not directly reported to the shipping company and/or to the carrier at the time of the delivery of the products.

7.9. In any case, Fashion Group Prato S.r.l. is not responsible for the missed or late delivery due to force majeure, such as - by way of example and not exhaustive - strikes, public authority measures, fires, floods, natural disasters, wars and acts of terrorism.

8. Warranties on the products sold by Fashion Group Prato S.r.l. and exoneration from liability.

8.1. The guarantee scheme on the products sold by Fashion Group Prato S.r.l. is governed by the Italia Civil Code.

8.2. Fashion Group Prato S.r.l. acts as a mere distributor of products and therefore does not assume any responsibility imposed on the producer or on a previous seller of the same distribution chain or on any other intermediary.

8.3. When the Client coats the quality of final seller, responsible to the consumer because of a lack of conformity attributable to any action or omission of the producer or of a previous seller of the same distribution chain of of any other intermediary, he renounces, according to the Article 131, Legislative Decree 206/2005, to exercise recourse claims towards Fashion Group Prato S.r.l..

8.4. Fashion Group Prato S.r.l. is not liable for non substancial differences between the bought products and their illustrative images and their descriptions published on the website.

9. Express termination clause.

9.1. In case of total or partial non-payment of the purchase price and/of the delivery costs, the present agreement shall be deemed terminated as of right, according to the Article 1456 of the Italian Civil Code. Fashion Group Prato S.r.l. keeps the right not to make use of the present express termination clause and to require the fulfillment of the contract, with no prejudice to its right to the compensation for damage.

9.2. If the Client chooses the delivery method “cash on delivery”, the present agreement will be terminated by law, according to the Article 1456 of the Italian Civil Code, if the delivery is not carried out due to the Client’s non-payment to the shipping company and/or to the carrier.

10. Partial invalidity.

10.1. Should an article of the present GTCS be null and/or void in whole or in part, the other articles of the present GTCS will remain valid and effective.

11. Governing Law, Jurisdiction and Venue.

11.1. The present GTCS are governed and interpreted in accordance with Italian Law. For any dispute relative to the validity, the interpretation and the execution of the present GTCS, the Parties grant exclusive jurisdiction to the Italian Republic, with exclusive competence of the Court of Prato.

12. Cross-reference.

12.1. For what is not expressly provided by the present GTCS, the current Italian Law will be applied.