1. SCOPE OF APPLICATION - These General Terms and Conditions of Distribution (hereinafter referred to as GTCD) regulate and apply automatically to all continuous relations of sale of products and services between one or more companies of the Voilàp Group (www.voilapholding.com ) (hereinafter referred to as the Supplier) and other companies of the same group or between one or more of the former and third party professionals, whether operating in the EU or in any other country of the world (the Distributor), and unless otherwise agreed upon in writing supersede and replace all other provisions. The Supplier and the Distributor are the Parties to the relationship. The application of the Distributor's General Terms and Conditions of Purchase and those contained in its order forms or commercial documents is excluded. No modification of the General Terms and Conditions is effective between the Parties unless it is provided for in writing and underwritten by the Parties.
2. DISTRIBUTOR'S FORM - The GTCD are an integral part of the Distributor Form, which constitutes the distribution agreement in force between the Parties and provides for the Brands, the Products, the Territory and the other terms and conditions of the relationship. In the absence of a Distributor Form, the relationship between the Parties is one of mere resale.
3. OBJECT - The Supplier grants to the Distributor, who accepts, the NON-exclusive right to resell and market the Products in the Territory in accordance with the GTCD. The Distributor undertakes to promote the Supplier's Products in the Territory with the utmost professional diligence. The distribution relationship will be executed by means of sales orders accepted in writing.
The parties are entitled to negotiate the direct sale of Products to the final customer in the Territory, with the payment of an occasional intermediary fee to the Distributor. The terms and conditions of the intermediation relationship shall be defined in advance in writing, also by means of a special Intermediary Form. In the absence of an agreement, the conditions usually applied by the Supplier for similar intermediations shall apply.
4. SPECIAL PRODUCTS - The Supplier reserves the right NOT to execute orders for Special/Custom Products or installations. In any case, the Distributor does not acquire any right to the distribution of Special/Custom Products. In the absence of any agreement to the contrary, all technical costs for the study and technical feasibility, design and manufacture of Special/Customised Products shall be borne by the Distributor.
5. DISTRIBUTOR'S OBLIGATIONS -
5.1. Distributor represents and undertakes to:
(i) to set up and maintain an adequate structure, premises and sales force necessary to ensure an active presence in the Territory; and
(ii) to obtain all permits and authorisations necessary to carry out its activities as a Distributor and to comply with all applicable regulations; and
(iii) to act with the utmost professional diligence required of an operator in the sector, to comply with the provisions in force in the Territory and to promptly notify the Supplier of any regulations relating to the Products and/or the need for adjustments/revisions; and
(iv) to comply with the Supplier's marketing policies and make every effort to improve the goodwill and image of the Products and the Supplier in the Territory, and to refrain from any conduct that might damage the good name of the latter; and
(v) inform the Supplier of the actual destination of the Products; and
(vi) meet/exceed the minimum sales targets set out in the Annual Budget; and
(vii) to provide the Supplier on a quarterly basis, and in any case at its request, with reports on the promotional activities and sales during the period in the Territory; and
(viii) to keep strictly confidential all information relating to the Products, the Supplier and its affiliates, the Manufacturers and their administrative, technical and commercial structure, and not to make any use of such information other than for distribution purposes, even after termination of the relationship, until such time as it has become public knowledge for reasons not attributable to the Supplier; and
(ix) to refrain from carrying out, even indirectly, activities that may damage the name, distinctive signs, industrial property rights, Brands, Products or the good name of the Supplier and the other companies of the Voilàp Group; and
(x) to inform the Supplier without delay of the use by third Parties of the distinctive signs, trademarks, Brands, Products and industrial/intellectual property rights of the Supplier, the Producer or other companies of the Voilàp Group.
5.2. The Distributor is prohibited to, even indirectly or through companies in its group:
(i) produce, market or intermediate in any way goods in competition with the Products or their components. This ban does not apply to products of the Voilàp Group;
(ii) act as a representative of the Supplier, the Producers or use its/their name;
(iii) conceal, modify, remove trademarks, plates, labels or other information on or in the Products, their packaging or accompanying documentation or make any use thereof without the prior written consent of the Supplier and their respective owners;
(iv) to register, protect or make use in any country of the world of any trademark, patent or other industrial/intellectual property right relating to the Products or used by the Supplier unless authorised by the Supplier in writing;
(v) to assign, even partially, the distribution contract, the individual orders, rights, credits, obligations arising from the relationship with the Supplier and to grant them in any case as a guarantee.
5.3. The Supplier may specifically authorise in writing the appointment of sub-distributors by the Distributor, subject to compliance with the distribution conditions imposed on the Distributor.
6. TERMS OF PAYMENT - Terms of payment or forms of commercial credit that may be granted to the Distributor in the Business Terms Form are discretionary and do NOT constitute lines of credit, are of a temporary nature, always modifiable and may be revoked by the Supplier without notice..
7. TERMINATION - The Distributor represents and acknowledges that each breach of its obligations under Article 5 above constitutes a material breach by the Supplier. Each breach constitutes cause for express termination of the distribution relationship. Without prejudice to any other contractual rights and actions, the relationship shall be considered terminated with immediate effect from the time of the notice by which the Supplier intends to avail itself of the express termination.
8. DURATION -
8.1. The duration of the distribution relationship between the Parties is TWO years from the date of subscription of the Distributor Form or from the first order following the sending of the Distributor Form to the Distributor. A trial period of six months is provided for, during which each Party may freely terminate the relationship by written notice sent to the other Party. On expiry, the relationship is automatically renewed for one year and thereafter.
Either party may terminate the agreement by giving 90 days' notice before the natural expiry date.
At the end of the fifth year, the relationship will end and a new Distributor’s Form will have to be stipulated.
8.2. In any case, the Parties may define the management of offers and orders pending at the date of termination of the distribution relationship.
8.3.The Distributor is not entitled to any indemnity for termination of the relationship, loss of goodwill, other compensation or any other sum for the termination of the distribution relationship.
9. EXCLUSION AND LIMITATION OF LIABILITY - Although the Supplier is not aware of any infringement of third party rights in the Products, the Supplier makes no warranty with respect to such infringement and the Supplier's liability is excluded. In any case, in accordance with law, the Supplier's liability is limited to the maximum amount corresponding to the net sale price collected for the Product.
10. PRIVACY AND CODE OF ETHICS - Pursuant to current legislation (GDPR and the Privacy Code), the Distributor declares that it has read the Supplier's privacy policy and has authorised the processing of personal data for the purposes and in the manner provided for therein.
The Distributor declares that it knows and respects the Supplier's Code of Ethics.
11. GENERAL AND SPECIAL TERMS & CONDITIONS - The provisions of the GENERAL TERMS & CONDITIONS OF SALE, the special conditions set forth in the Distributor/ Intermediary Form, Business Terms Form and those provided for in individual orders form an integral part of the Distribution relationship. In any case, the GTCD supersede and pravail over any other conflicting GENERAL TERMS AND CONDITIONS.
In case of conflict, the Italian version of the general terms and conditions shall prevail over the English version.
12. APPLICABLE LAW - The distribution relationship (even the occasional intermediation), sales and accessory , license of software and related relationships are governed by the substantive laws in force in the Supplier's country, with the exclusion of the rules of private international law and those referring to the conflict of law(s) or reference to the laws of other countries.
13. EXCLUSIVE JURISDICTION / ARBITRATION - For any and all disputes of a contractual or non-contractual nature that may arise in relation to the relationship between the Supplier and the Distributor: (i) with Parties having the same nationality, the court where the Supplier's registered office is located shall have exclusive jurisdiction; (ii) with Parties having a different nationality, the jurisdiction and court where the Supplier is established shall have exclusive competence; (iii) with Parties having a different nationality and with an Italian Supplier, the Parties shall defer the disputes arising out of the present relationshipt to a mediation attempt managed by the Service of Mediation of the Chamber of Arbitration of Milan. If the mediation attempt fails, all disputes - included those of not contractual nature - arising out of, related or connected to this agreement shall be settled by arbitration under the Rules of the Chamber of Arbitration of Milan (the Rules), by a sole arbitrator, appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The Arbitral Tribunal shall judge according to Italian law, excluding any reference to the laws of other countries. The seat of the arbitration shall be Milan. The language of the arbitration shall be Italian.
The Supplier reserves the right to refer to other competent alternative courts..
