TERMS AND CONDITIONS FOR PROVIDERS
TERMS AND CONDITIONS FOR PROVIDERS
CONDITIONS OF SALE OF VAIONLINE.COM. In force from June 6, 2025.
The website www.vaionline.com (“Website”) hosts a technological platform (“Platform”), designed and managed by PBM S.r.l., with registered office in Piazza L’Unione Sarda snc, 09122 Cagliari, registered in the Cagliari Business Register, tax code and VAT number 01959730928, fully paid-up share capital of Euro 71,500.00, (“Provider”), in the person of its legal representative pro tempore, which allows third-party sellers carrying out their business in Sardinia (“Sellers”) and buyers (“Buyers” and/or “Users”) to connect for the purpose of online purchase and sale of goods and/or services (“MarketPlace”). Within the MarketPlace, Sellers can offer and put their products up for sale and conclude the related purchase contracts with users. On the Website, users can, through the Marketplace, purchase products and/or services sold by third-party Sellers. The third-party Seller is always clearly indicated on the Website. PBM S.r.l., as a mere provider and technical manager of the Platform, is not a party to the sales contract between the user and the third-party Seller, which is concluded exclusively between the third-party Seller and the user under these terms and conditions set forth herein (“Conditions” and/or “Terms”). The processing of personal data of website users is governed by the Privacy Policy, available in the footer of the website itself. The disclosure notice is drafted pursuant to Art. 13 of EU Regulation 679/16. The “Cookies policy” is also available in the footer of the website.
a. PBM S.r.l. at the web address www.vaionline.com has designed and manages an e-commerce Platform named VaiOnline (hereinafter also the “Platform” or the “Marketplace”), which allows Sardinian Providers of Goods or Services and Buyers to connect, so that they can conclude online agreements for the purchase of goods and/or services by the Buyers; b. Providers of Goods or Services who intend to access the Platform and, therefore, propose their goods or services on the VaiOnline MarketPlace must sign this Agreement containing the terms and conditions governing the service of access to and use of the Platform; c. PBM S.r.l. plays the role of Platform manager, remaining, therefore, always and in any case a stranger to the Purchase contracts concluded on the Platform between Providers of Goods or Services and Buyers; d. the Provider of Goods or Services (hereinafter also just the “Provider”) has declared that it professionally exercises the activity of supplying Goods or Services and that it is in compliance with the documentation and permits necessary for the online supply of its goods or services; e. the signing of this Agreement by the Provider does not oblige PBM S.r.l. to grant it access to the Platform, as the signing of the Agreement serves merely as a request for adherence to the services described therein by the Provider, and PBM S.r.l. reserves the right to accept or refuse such request at its absolute discretion.
Given all the premises, the Provider requests to conclude with PBM - Pubblicità Multimediale S.r.l. (hereinafter also just “PBM”), a single-member company, with registered office in Piazza L’Unione Sarda sn., 09121 Cagliari, REA no. CA - 153068, VAT number 01959730928, this Agreement concerning the access to, and relative use of, the VaiOnline Platform, adherence to the MarketPlace, and use of the related Services. (PBM S.r.l. and the Provider, jointly the “Parties,” or individually the “Party”).
The Agreement consists of the following sections and annexes: Sections:
• A. General Provisions;
• B. Terms and conditions of the service of access to and use of the VaiOnline Platform (platform user license);
• C. Terms and conditions of the service of supplying goods or services on the MarketPlace. Annexes:
• Annex 1: Terms and Conditions for the User;
• Annex 2: Self-declaration of the provider;
Section A - General Provisions – Subject Matter of the Agreement.
This Agreement contains the Terms and Conditions governing the relationship between the Provider and PBM regarding the use of the VaiOnline Platform, and its related services, in order to allow Providers to provide their goods and services online.
A.1 Recitals, annexes, and references to external links
A.1.1 The recitals, together with the annexes and the documentation reported in external links, form an integral and substantial part of this Agreement.
A.1.2 By signing this Agreement, the Provider declares to have viewed, understood, and accepted what is reported in Annexes 1 and 2, indicated in this Contractual text.
A.2 Duration, Effectiveness, and Right of Withdrawal
A.2.1 This Agreement has a duration of 12 months. It is effective from the date of activation of its plan, free or paid, on the Platform by the Marketplace. The agreement between the Provider and PBM will be tacitly renewed for a further 12 months unless the Provider sends PBM a notice of cancellation via Certified Email (PEC), or other equivalent means, at least 30 days prior to the date scheduled for renewal.
A.2.2 PBM has the right to withdraw from the Agreement at any time, and without providing any justification, by communication sent via Certified Email (PEC), or other equivalent means, with a notice of at least 30 days. The withdrawal exercised by PBM pursuant to this article will not involve the payment of any penalty and/or reimbursement and/or compensation and/or consideration in favor of the Provider. In any case, the Provider's obligation to pay PBM, even after the termination of the Agreement, any amount due to it under the Agreement remains unaffected.
A.2.3 The Provider is also recognized the right to withdraw from the Agreement, at any time and without any justification, by sending a communication via Certified Email (PEC), with a notice of at least 30 days. The exercise of the right of withdrawal by the Provider pursuant to this article does not release it from the obligation to pay PBM, even after the dissolution of the Agreement, any amount due to it. In the case of subscription to a paid Subscription, the consideration (monthly advance) already paid by the Provider for the same will not be returned. Furthermore, the Provider undertakes to pay PBM, as a penalty pursuant to Art. 1382 of the Italian Civil Code, 75% (seventy-five percent) of the total residual amount at the time of exercising the right of withdrawal.
A.3 Formal notice to perform and express termination clause
A.3.1 In the event of a breach of any clause of this Agreement, the non-breaching Party shall have the right to assign in writing to the breaching party a term, not less than 15 (fifteen) days, within which the breaching party must remedy its violation, with the explicit warning that, in case of failure to perform within the assigned term, this Agreement will be dissolved by operation of law pursuant to and for the effects of Art. 1454 of the Italian Civil Code. Both Parties shall have the right to terminate the Agreement, pursuant to and for the effects of Art. 1456 of the Italian Civil Code, in the event that any representation and warranty provided by the other Party in the Agreement proves to be untrue at the time it was provided or subsequently. A.3.2 The termination of the Agreement pursuant to this article leaves unaffected PBM's right to compensation for damages and does not release the Provider from the obligation to pay PBM, even after the dissolution of the Agreement, what is due to it.
A.4 Dissolution of the Agreement
A.4.1 Starting from the date of dissolution of the Agreement, which occurred for any reason including non-renewal, early termination, or withdrawal, all rights granted to the Provider through the Agreement will cease to have effect in accordance with the provisions of the subsequent paragraphs of this article.
A.4.2 In particular, starting from the date of dissolution of the Agreement, the Provider must immediately cease any activity related to the offers and sales of its products through the MarketPlace, without prejudice to the obligation to execute, in compliance with the Conditions of the Sales Service on the Marketplace (section C of the Agreement) and the Terms and Conditions for the User (Annex 1), the Purchase orders not yet processed and received before the date of dissolution of the Agreement. Exclusively for this purpose, PBM will allow the Provider access to the Platform for a period of 30 (thirty) days running from the date of dissolution of the Agreement. The Provider undertakes to indemnify and hold PBM harmless from any damage, including any penalties from the competent authorities, that it might suffer as a result of the Provider's failure to fulfill the purchase contracts after the date of dissolution of the Agreement and/or that may derive to it in relation to the Provider's behavior with respect to such contracts after that date.
A.4.3 Without prejudice to what is provided for in other parts of the Agreement, the Provider is aware and accepts that, starting from the date of receipt of the communication of dissolution of the Agreement, data, trademarks, items for sale, and content, materials, and any other information regarding the Provider, its operations on the MarketPlace and/or its offers may be removed from the MarketPlace. Furthermore, the Provider accepts and is aware that 30 days after the date of dissolution of the Agreement, its authentication and access credentials to the VaiOnline Platform will be definitively deactivated.
A.5 Suspension of the Supply Service
A.5.1 Without prejudice to what is provided for in other provisions of the Agreement, should the conditions indicated below occur, PBM reserves the right to suspend the Supply Service on the MarketPlace, allowing the Provider only access to the Platform for the processing of orders already taken in charge:
a) failure to perform within the term indicated in the formal notice to perform sent pursuant to the preceding Art. A.3.1;
b) breach of the obligations arising from the Agreement;
c) failure to refund the Buyer, or failure to find an alternative solution to the problem, for which the Buyer, through the dedicated procedure, filed a complaint due to total or partial non-performance by the Provider;
(d) lack of cooperation by the Provider regarding the DAC7 due diligence obligations referred to in Art. A.8-bis below, after sending two reminders without feedback within a total of sixty days;
(e) failure to communicate the data needed or requested by the Marketplace for the activation or maintenance of the Stripe Connected Account Agreement, within the indicated term.
A.5.2 The suspension of the Supply service, which will be communicated to the Provider via email, is aimed at identifying and resolving the problems that caused it, in the interest of the Buyers, the Provider itself, and the reputation of the MarketPlace.
A.5.3 Therefore, the suspension of the Supply service will end when, in the unappealable judgment of PBM, the problem that caused it has been resolved by the Provider. In any case, it cannot last more than 180 days (“maximum suspension period”). After this period has elapsed without the problem that caused the suspension of the Supply service being resolved by the Provider, in PBM's unappealable judgment, PBM reserves the right to withdraw, pursuant to the preceding Art. A.2.2 or, if the conditions are met, to terminate the Agreement pursuant to Art. 1456 of the Italian Civil Code. In this case, the rules referred to in the preceding Art. A.4 will apply in full.
A.5.4 The Provider is aware and accepts that during the suspension period of the Supply service it may have “limited access” to the VaiOnline Platform and will therefore not be able to use the functions of the Platform, nor sell the Products already included in its catalog, apply, for that period, the provisions of the preceding articles A.4.2 and A.4.3, it being understood that the Provider, even during the suspension period, remains, in any case, obligated towards the Buyers to the exact fulfillment of the purchase contracts and to the recognition of all rights belonging to the Buyers on the basis of such contracts, the applicable regulation, and the Terms and Conditions for the User (Annex 1) which the Provider undertakes from now on to observe. It is understood between the Parties that during the suspension period all obligations weighing on the Provider by virtue of the Agreement remain in force.
A.5.5 The Provider expressly declares and guarantees to indemnify and hold PBM harmless from damages, including any penalties from the competent authorities, that it may suffer as a result of the Provider's failure to fulfill the purchase contracts during the suspension period and/or that may derive to it from the Provider's behavior in relation to such contracts during that period. Furthermore, the Provider expressly declares and guarantees that it will not hold PBM liable in any way for any damages, including loss of earnings, out-of-pocket expenses, lost profits, consequential damages, loss of opportunities, which may derive to it from the suspension of the Supply service and that, consequently, it will not proceed, in any way, to request such damages either in judicial or extrajudicial seats, waiving from now on any relative action.
A.5.6 The start of the suspension period does not release the Provider from the obligation to pay PBM any amount accrued up to that date and due by the Provider under the Agreement.
A.6 Fees
A.6.1 This Agreement governs two distinct types of service offered by PBM through the VaiOnLine Platform: a. Paid US Program Services: Providers who subscribe to one of the paid subscriptions of the US Program, governed by the terms and conditions available at the link https://programmaus.unionesarda.it/termini-e-condizioni/ to which express reference is made, are required to pay the fees provided therein for access to the advanced services of the Platform, including advertising, promotional services, and extended features for entering products and services as governed therein; b. Free plan for Sardinian producers: Providers who qualify as producers of Sardinian products according to the provisions of Art.
A.6.3 below, can access the Platform for free to enter a maximum of 4 (four) products of their own production, without access to the advertising and promotional services reserved for Providers of the US Program.
A.6.2 Regardless of the service plan subscribed to (paid US Program or free plan), the following provisions apply to all commercial transactions carried out through the Platform between Providers and Buyers: a. Payment processor: All Buyer payments for the purchase of products and services are handled through Stripe Payments Europe Limited (The One Building 1 Grand Canal Street Lower Dublin 2 Co. Dublin Ireland VAT number: IE3206488LH), to which reference is made for the relative regulation; b. Transaction fees: The Provider is required to pay the fees provided for by the agreement stipulated between PBM and Stripe for the economic transactions carried out; c. Shipping costs: Should the Provider choose to use the rates agreed exclusively by PBM with the carrier indicated from time to time, it will be required to pay the shipping costs of the products that PBM will re-invoice; d. Collection authorization: The Provider accepts and expressly authorizes PBM to collect directly through Stripe the price paid by the Buyers for each product or service sold through the Platform; e. Crediting of proceeds: The Provider authorizes PBM, through Stripe, to credit the consideration for the sale to the Provider's bank current account, net of Stripe fees and shipping costs, according to the timelines provided for by Art. C.5.1.
A.6.2-bis Relationship with Stripe and Connected Account Agreement. 1. The Provider acknowledges that Stripe Payments Europe Ltd. (a company incorporated under Irish law, authorized by the Central Bank of Ireland), as a payment service provider, performs its activities independently of the Marketplace, in compliance with Directive 2015/2366/EU (PSD2) and anti-money laundering legislation (AMLD5/AMLD6). 2. The Provider authorizes the Marketplace to keep in force also on its behalf the Stripe Connected Account Agreement in the version from time to time in force, accessible at the link https://stripe.com/it/connect-account/legal, acknowledging that any changes to this Agreement, including the need for re-acceptance resulting from changes in VAT number, tax code, legal form, or legal representative, must be accepted by the Marketplace on behalf of the Provider within the term indicated by Stripe itself, under penalty of automatic suspension of the Service by Stripe and, consequently, the impossibility for the Marketplace to disburse the Proceeds to the Provider itself. 3. Stripe is an autonomous controller of the Provider's personal data necessary for the execution of payment services, pursuant to Art. 4 no. 7 GDPR. For Stripe's privacy policy, please refer to https://stripe.com/it/privacy.
A.6.3 To access the free plan referred to in Art. A.6.1, letter b), the Provider must: a. declare under its own responsibility to be a producer of material goods in the territory of the Sardinia Region and not a mere reseller, with specific indication of the production activity carried out and the operational headquarters; b. provide, upon request of PBM, suitable documentation proving the status of producer, including by way of example: certificates of origin, registrations with competent bodies, tax documentation certifying the production activity, administrative authorizations for the production activity; c. maintain the operational production headquarters in the territory of the Sardinia Region for the entire duration of the Agreement; d. limit the offer to products of its own production only, with the exclusion of resale services and products. The free plan for Sardinian producers is reserved exclusively for subjects carrying out direct production activities of material goods, with the exclusion of any form of commercial intermediation, resale, or dropshipping. PBM reserves the right to request at any time documentation proving the existence of the declared requirements and the continuity of the production activity. In the case of false declarations or loss of requirements, PBM may terminate the Agreement pursuant to Art. A.3, without prejudice to any other protective action, including any request for damage compensation.
A.6.4 The Provider benefiting from the free plan referred to in Art. A.6.1, letter b), should it intend to:
• enter more than 4 products;
• enter resale services or products;
• access advertising and promotional services;
must necessarily subscribe to one of the subscriptions of the US Program, with application of the relative economic conditions starting from the activation date of the new plan.
A.6.5 For the paid services of the US Program, the terms and conditions available at the link https://programmaus.unionesarda.it/termini-e-condizioni/ apply in full, including the methods of payment, invoicing, and withdrawal conditions.
A.6.6 Any cost, consideration, compensation, and/or expense connected to, or dependent on, the Agreement is charged to the Provider, who responds exclusively and personally for the relative payment. The provisions of articles A.7 (Refunds) and C.5 (Proceeds of Sales/Supplies) of this Agreement remain unaffected.
A.7 Refunds
A.7.1 Refunds are the amounts that the Provider is required to return to the Buyer due to the occurrence of one of the following events: a) exercise of the right of withdrawal; b) termination, for any cause, of the contract concluded with the Buyer; c) positive outcome of a Buyer's complaint for non-delivery and/or delayed delivery/execution of the service; d) any other event from which, based on the applicable regulation and/or the Agreement, the Buyer derives the right to a total or partial refund, and/or to the payment of a sum by the Provider. A.7.2 The Provider recognizes that the refund, in cases where it is due (as governed in the Terms and Conditions for the User (Annex 1) as well as in the legal provisions in force), is its precise obligation arising from the contract concluded with the Buyer and undertakes from now on to observe it. To this end, the Provider authorizes PBM from now on to refund the Buyer on its behalf according to the methods referred to in Art. A.7.4 below.
A.7.3 The refund to the Buyer by the Provider will take place by debiting PBM's Stripe profile, which reserves from now on the right to request the entire amount of the refund from the Provider.
A.7.4 Therefore, by signing the Agreement, the Provider expressly authorizes PBM to debit on its Stripe profile all amounts that it is required to pay PBM based on the Agreement itself, including the costs for the paid services provided and the amounts to be returned to the Buyers and which the Provider has not otherwise paid and communicated to PBM to have paid. The authorization referred to in this article is granted for the entire duration of the Agreement and for the two years following the date of dissolution.
A.7.5 In the event that the debit referred to in the preceding Art. A.7.4 is not successful, the Provider is required to pay PBM the corresponding sums immediately and, in any case, no later than 15 days from receipt of the formal notice to perform that PBM will send it pursuant to Art. 1454 of the Italian Civil Code. Payment must take place within the term and in the manner indicated in such formal notice.
A.8 Fiscal charges
A.8.1 The Provider is aware and accepts that, in relation to the subject matter of the Agreement and the activity carried out through the MarketPlace, it is required to calculate all applicable taxes and duties, including by way of example, sales, consumption, transfer taxes, value added tax, withholding taxes, and other taxes and/or duties assessed, incurred, or to be collected, paid, or withheld for any reason in relation to the sale of its products both in Italy and abroad, or otherwise inherent to any action or omission by the Provider or any of its affiliates or their respective employees, agents, contractors, or representatives (“Taxes”). The Provider will be solely responsible for paying the Taxes due. Under no circumstances can PBM be held responsible for the applicability, calculation, declaration, and payment of Taxes due by the Provider.
A.8.2 The Provider declares to be aware, and accepts, that PBM: (I) is not required to carry out any tax audit in relation to the activity carried out by the Provider under the Agreement and, in particular, is not required to determine whether VAT and/or other taxes or duties apply to the sale of the Products; (II) is not responsible for collecting, remitting, or filing returns for VAT or other tax purposes arising from such sale, nor for paying, collecting, harvesting, and/or remitting the Provider's tax charges. A.8-bis DAC7 Compliance.
1. The Provider acknowledges that VaiOnline is a “Platform” and PBM is a “Platform Operator” pursuant to Legislative Decree March 1, 2023, no. 32 transposing Directive (EU) 2021/514 (“DAC7”).
2. The Provider is obligated to provide and keep updated the following data: (a) name or company name; (b) primary address; (c) Italian tax code (NIF) and — if tax resident in another State — the TIN (Tax Identification Number) issued by each State of tax residence, with indication of such State; (d) VAT number, if held; (e) for natural persons, date of birth; (f) for entities, the registration number in the Business Register or equivalent; (g) the financial account identifiers (IBAN) to which the Proceeds are paid.
3. PBM is authorized, and undertakes, to communicate to the Revenue Agency (Agenzia delle Entrate) by January 31 of each year the information listed above referring to the Provider “subject to communication” (as defined by Legislative Decree 32/2023), together with the quarterly considerations paid to the Provider, the number of Relevant Activities carried out, and the commissions withheld. PBM will communicate to the Provider, by the same date, a copy of the data concerning it subject to communication.
4. Should the Provider fail to provide or update the requested data, PBM will send two written reminders at least thirty days apart from each other. After sixty days have elapsed uselessly from the first reminder, PBM will proceed — in implementation of Art. 3, paragraph 7, Legislative Decree 32/2023 — to suspend the Provider's registration and/or to withhold the Proceeds accrued and not yet credited, until receipt of the requested data. 5. The Provider indemnifies and holds PBM harmless from any penalty, charge, or damage deriving from inaccuracy, incompleteness, or untruthfulness of the data provided for DAC7 purposes, pursuant to Art. 6 Legislative Decree 32/2023.
A.9 Intellectual property rights of PBM
A.9.1 The Provider: a. undertakes not to use for any reason signs identical or similar to PBM's Trademarks; b. expressly recognizes that all texts, images (including those depicting the Provider's products), sounds, audiovisual content, or other materials present within the VaiOnline Platform, or in any case communicated by PBM under the Agreement, are the exclusive property of PBM, which reserves every right of use and reproduction.
A.9.2 PBM is the creator and author, pursuant to Law April 22, 1941, no. 633 and subsequent amendments and additions, of the VaiOnline Platform, the website, and all its contents and features. All relative rights are reserved to it.
A.9.3 The VaiOnline Platform and the MarketPlace, the software, the website and its IT architecture, codes, methods, algorithms, instructions representing technical, creative, or organizational improvements, updates, releases, and any and all applications used or developed by PBM - or by third parties commissioned by it - for the coordination and interaction of the various platforms or for the creation, activation, online management of the website, the MarketPlace, and the information elements published within it and/or used for the provision of the services rendered are the property of PBM. In particular, PBM is recognized full ownership of the software, know-how, computer programs (application and operating), codes, relative adaptations, modifications, and personalizations of the indications, instructions, and documents, expressed in any form, installed or to be installed, including those related to and/or developed in connection with the website, the VaiOnline Platform, databases, the MarketPlace, the layout of the website, the online management thereof, and the information and data contained therein and generally in execution of this Agreement.
A.9.4 The Provider undertakes not to use in any way (not even on advertising, commercial, promotional, or similar materials) PBM's Trademarks, without the prior written consent of the latter.
A.10 Intellectual property rights of the Provider
A.10.1 The Provider grants PBM, free of charge, the non-exclusive right to use, reproduce, publish, display, distribute, adapt, modify, reformat, process, and in any case exploit for commercial or non-commercial purposes, as well as to sub-license to the Companies of the Group to which it belongs, the Trademarks and materials of the Provider limited to the purposes of the Agreement. The above rights are transferred by the Provider to PBM definitively in relation to the “Product title,” the “Product description,” and, in the event that they are not made by PBM, the “Product photos” published in the MarketPlace; title, description, and photos of the Products offered for sale on the MarketPlace that PBM may, therefore, continue freely to use even after the dissolution, for any cause, of the Agreement. A.10.2 Without prejudice to the provisions of the preceding Art. A.10.1, it is understood that PBM may not alter the Trademarks and materials of the Provider, except for the sole purpose of adapting them to the extent necessary for their use and their publication and display on the MarketPlace.
A.10.3 With reference to the Trademarks and materials of the Provider, the same declares and guarantees: a) to have the availability of all rights pertaining to them in relation to all countries of the world; b) that, except for the rights that it holds based on the applicable regulation and/or by virtue of a contract and/or other valid legal title, on the Trademarks and materials of the Provider there are no further prohibitions and/or limitations to the right to reproduce, publish, display, distribute, adapt, modify, reformat, process, create derivative works, and in any case exploit, for commercial or non-commercial purposes, as well as sub-license, the aforementioned Trademarks and materials.
A.10.4 The Provider undertakes from now on to indemnify and hold PBM harmless from any claim, request for refund and/or compensation and/or damage and/or action that any third party might advance with reference to the Trademarks and materials mentioned above and/or the rights, representations, and warranties referred to in this article.
A.11 Confidentiality Obligation
A.11.1 Each Party undertakes, for the entire duration of the Agreement and also subsequently, to keep secret, not disclose, not communicate to third parties or, in any case, publish in any form or make accessible to the public the confidential information that has been revealed to it by the other Party.
A.11.2 By way of derogation from the provisions of the preceding Art. A.11.1, it is understood between the Parties that PBM may freely communicate confidential information, without the prior consent of the Provider, to the Companies of the Group to which it belongs, which undertake to observe the same confidentiality obligation referred to in the preceding Art. A.11.1.
A.12 — Processing of Personal Data
A.12.1 (Regulatory framework and definitions).
The processing of Personal Data (as defined in Art. 4, no. 1, of EU Regulation 2016/679, “GDPR”) provided by Providers and Buyers is carried out in compliance with the GDPR, Legislative Decree 196/2003 as amended by Legislative Decree 101/2018, and the provisions of the Data Protection Authority (Garante per la protezione dei dati personali) (jointly, the “Privacy Regulation”). Each Party autonomously determines the purposes and means of the processing within its competence according to the following.
A.12.2 (PBM Ownership). PBM acts as an independent data controller in relation to: (i) Registration Data, Navigation Data, and any further Personal Data provided by Buyers on the occasion of requests for information on a Product or on the activity carried out through the Website, as well as Personal Data provided within the scope of the Buyer Protection Program; (ii) Sales Data, limited to the purposes of providing the registration service, management of the Platform, intermediation, security, and prevention of abuse; (iii) content exchanged through the internal messaging system, limited to the purposes of operation of the channel, security, moderation, dispute management, and prevention of unlawful uses; (iv) subject to the express consent of the Buyer, the marketing purposes referred to in the information notice in the Annex.
A.12.3 (Provider Ownership). The Provider acts as an independent data controller in relation to:
(i) Sales Data to which it accesses through the Platform and any further Personal Data provided by the Buyer in communications with the Provider through internal messaging in relation to the product and/or service sold, limited to purposes strictly connected to the execution of the Purchase Contract and administrative-accounting purposes related to the Sale;
(ii) Personal Data that the Buyer may have provided directly to the Provider, not through the Platform.
A.12.4 (Autonomy of ownership and safeguard pursuant to Art. 26 GDPR). The ownerships referred to in paragraphs A.12.2 and A.12.3 are autonomous and distinct from each other: each Party separately determines the purposes and means of the processing within its competence and is exclusively responsible for them, without the technical sharing of data through the Platform involving joint ownership. If, in relation to specific processing, the purposes and means happen to be jointly determined by the Parties, they undertake to regulate them by means of a specific joint controller agreement pursuant to Art. 26 GDPR.
A.12.5 (Delivery of products to the buyer). Since the delivery of the Products to the Buyer takes place exclusively through the carrier made available by PBM, PBM is the independent controller for the processing of Personal Data necessary for delivery (identification and contact data of the recipient). The appointed courier is designated by PBM as a data processor pursuant to Art. 28 GDPR, with a specific deed governing the object, duration, nature, and purpose of the processing, security measures, and any sub-processors. PBM reserves the right to replace the carrier, binding the new courier to equivalent processing conditions. For the sole purposes of execution of the Purchase Contract, PBM communicates to the Provider — on a controller-to-controller basis — the data strictly necessary for the preparation and entrustment of the shipment.
A.12.6 (Tax obligations — DAC7). PBM processes the Personal Data of Providers as an independent controller, on the basis of the legal obligation pursuant to Art. 6, par. 1, lett. c) GDPR, for due diligence and communication obligations to the Revenue Agency provided for by Legislative Decree 32/2023 (transposition of EU Directive 2021/514, “DAC7”), as a Platform Operator with a reporting obligation. Data will be stored for the terms provided for by Art. 4, paragraph 3 of the same decree (10 years).
A.12.7 (Payment services). The payment service provider (Stripe Payments Europe Ltd.) is an independent controller for the processing of data necessary for the execution of payment operations and related legal obligations, including those in the field of payment services and anti-money laundering, according to the information notice provided by it (available on https://stripe.com/it/privacy).
A.12.8 (Rights of data subjects). Each Party gives a timely and compliant response to the instances of Buyers related to the exercise of the rights referred to in articles 15, 16, 17, 18, 20, and 21 GDPR and the withdrawal of consent pursuant to Art. 7, par. 3, GDPR, for processing under its own ownership. The Provider timely communicates to PBM the requests addressed to it but related to processing carried out through the Platform, so that PBM can, where required, respond to them within the terms of law; PBM cooperates symmetrically.
A.12.9 (Prohibition of use for own purposes). With reference to Sales Data and any Personal Data of Buyers of which it comes to know as an effect of this Agreement, the Provider declares and guarantees that it will not use them for its own marketing purposes, including so-called “soft spam,” or those of its commercial partners or third parties, nor for profiling purposes, with any tool and logic (automated systems or paper mail).
A.12.10 (Security measures and obligations of the Provider). In compliance with articles 24–32 GDPR, the Parties adopt technical and organizational measures adequate to guarantee data security, also with reference to pseudonymization, encryption, resilience of systems, and disaster recovery. The Provider undertakes to appoint its own processors and any sub-processors pursuant to Art. 28 GDPR and to keep the record of processing activities where the prerequisites of Art. 30 GDPR are met. Both Parties guarantee lawful, fair, transparent processing limited to the provided purposes, as well as respect for the rights of data subjects.
A.12.11 (Indemnity and recourse). The Provider holds PBM harmless from any damage, loss, cost, and charge — including defense costs and any sums paid to data subjects pursuant to Art. 82 GDPR — deriving from the breach, by the Provider, of the Privacy Regulation or the obligations referred to in this article. It is understood that administrative pecuniary sanctions pursuant to Art. 83 GDPR are imposed by the Authority against the responsible subject according to law and do not constitute an object of contractual transfer; within the limits allowed by the legal system, where the sanction is a direct consequence of conduct attributable to the Provider, PBM may exercise the right of recourse pursuant to Art. 82, par. 5, GDPR to an extent corresponding to the Provider's share of responsibility.
A.12.12 (Communication of the Provider's contact details). The Provider authorizes PBM to communicate its email address to the Buyer, following the dissolution of the Purchase Contract, should the Buyer request it for purposes connected to the management of the concluded transaction.
A.12.13 (Disclosure Notice). A specific, comprehensive, and constantly updated privacy disclosure notice is available on the backoffice page of the Website; it contains the contact references of the Controller and the Data Protection Officer (DPO), the categories of recipients and processors (including the carrier), as well as the methods for exercising rights.
A.13 Representations and Warranties of the Provider
A.13.1 The Provider declares and guarantees:
(I) if other than a natural person, to be a company or other entity duly incorporated, existing, operational, and in force under the legislation of the state of incorporation and that the legal representative, indicated in the subscription form, and who signs the Agreement, has all the rights, powers, and faculties necessary to conclude the Agreement and fulfill the obligations deriving from it, as well as to grant the rights, licenses, and authorizations provided for by the Agreement;
(II) to be enabled to perform the activity of retail sale of Products and/or supply of services (including freelance professional and/or provision of work also intellectual), also online, and to be in possession of all authorizations, requirements, documents necessary on the basis of current regulations, also of a fiscal nature, for carrying out such online activity and through the MarketPlace;
(III) to carry out the retail sales activity of Products exclusively for professional purposes;
(IV) that in offering and selling Products through the MarketPlace it will observe this Agreement including all the Annexes already indicated, the purchase contract, and, in general, all legislation regarding commerce, e-commerce, and distance sales;
(V) that in offering and selling Products through the MarketPlace and in relating to the Buyer it will not engage in unfair commercial practices, as defined by articles 18 et seq. of the Consumer Code;
(VI) that it will not adopt any behavior that could harm the reputation of PBM and/or third-party rights, including those related to third-party Trademarks and that it will not engage in any act of unfair competition and/or misleading advertising pursuant to and for the effects of the provisions of applicable regulations and, in particular, articles 2595 et seq. of the Italian Civil Code and Legislative Decree August 2, 2007, no. 145;
(VII) that it is equipped with an operational structure suitable for the execution of Purchase orders and the fulfillment of obligations deriving from purchase contracts.
A.13.2 The Provider declares and guarantees that the data provided through the subscription form are accurate, complete, and truthful and undertakes to inform PBM and Buyers timely, as far as competent, in the case of a change in such data.
A.13.3 The Provider undertakes to make, and keep for the time necessary for the purpose, a copy of the paper and/or computer documentation inherent to the activity it performs on the VaiOnline Platform and, where necessary, to transmit such documentation to PBM, upon simple request of the latter.
A.13.4 The Provider recognizes that it is the sole subject responsible for the truthfulness, comprehensiveness, accuracy, correctness, and non-deceptiveness, pursuant to articles 18 et seq. of the Consumer Code and Legislative Decree August 2, 2007, no. 145, of the information and data concerning it and/or any other information provided by it to Buyers. Therefore, the Provider recognizes that no responsibility can be recognized to PBM in relation to such information and undertakes, therefore, to keep PBM harmless and indemnified from any damage, outlay, cost, and/or expense that may derive to it due to the untruthfulness, inaccuracy, incompleteness, incorrectness, or deceptiveness of such information.
A.13.5 The Provider undertakes to keep PBM harmless and indemnified (together with its officers, legal representatives, directors, employees, and/or agents) from any liability, claim, loss, damage, demand, complaint, cost, fine, sanction, expense (including, among other things, any legal fees) or other obligation, pecuniary and non-pecuniary, deriving from or connected to: a) a non-performance or risk of non-performance of the obligations weighing on the Provider based on the applicable regulation, this Agreement, including the Annexes already indicated, or the purchase contract; b) the activity carried out through the sales channels and the management of such activity, within the limit to which it is relevant for the purposes of the Agreement; c) the Provider's Products and/or their offer on the MarketPlace, Sale, and/or management - including, by way of non-limiting example, the processing and/or working of the Purchase order, the delivery of the sold products, the cancellation and refund of purchase orders, including the management of returns for exercise of the right of withdrawal and/or the Legal Warranty of Conformity, as well as any accidents, deaths, and/or damage to things or people caused by the Products themselves; d) the Provider's Trademarks and materials; e) any conduct of the Provider that is qualified, based on the applicable regulation, and even only presumptively, as acts of unfair competition or as violations of copyrights and/or intellectual property rights claimed by third parties; (f) the Provider's tax charges and/or the collection, payment, or non-collection or non-payment thereof.
A.14 Liability of PBM
A.14.1 PBM, in its capacity as mere technical-operational manager of the Platform, undertakes to do everything within its capabilities and competences in order to guarantee the provision of services.
A.14.2 PBM will not be liable towards the Provider, nor towards the Buyers, nor towards third parties, in the case of delays, malfunctions, and/or interruptions of the website activity or in the provision of services caused by: force majeure or fortuitous event; interruption of the supply of electricity service; lack of connectivity, software errors, hardware failure, problems with databases, malfunctions, failure to supply pages and/or images and, in general, malfunctions of the VaiOnline Platform that are not attributable to willful misconduct and/or gross negligence of PBM and/or that are attributable to a third-party fact, including any third-party providers used by PBM.
A.14.3 Without prejudice to all the above, should liability ever be established - based on the provisions of this Agreement - on the part of PBM for failure and/or delayed provision of Services, it will respond to the Provider only for direct and foreseeable damages, and within the maximum limit of an amount equal to what was paid by the Provider to PBM by way of Subscription. In case of free Subscription, nothing will be due by PBM.
A.14.4 PBM undertakings, if and within the limits in which it falls among the obliged subjects, to comply with the requirements of the legislative decree implementing the NIS2 Directive, regarding risk management and incident notification. The Provider undertakes to cooperate promptly in the event of security events or requests from the Authorities.
A.14-bis — Security of access, integrations, and incident management
A.14-bis.1 (Premise and scope). PBM, as a subject falling within the scope of application of Legislative Decree 138/2024 (“NIS2”), adopts cybersecurity risk management measures extended, where relevant, to relationships with its partners. This article applies to the Provider accessing the Platform or PBM systems by means of credentials, application interfaces (APIs), direct connections (SFTP/EDI), webhooks, or other technical integration tools (“Technical Access”); for Providers without Technical Access, only the provisions of Art. A.12 remain in force.
A.14-bis.2 (Security obligations of the Provider). The Provider with Technical Access undertakes, to an extent proportionate to the nature of the access, to: (i) guard credentials with the utmost diligence, not share them or transfer them to third parties, and activate multi-factor authentication where made available; (ii) use interfaces and connections exclusively for contractual purposes and according to the technical and security specifications communicated by PBM; (iii) keep its connection systems updated and protected, applying security patches and adequate measures against unauthorized access and malicious code; (iv) adopt the principle of least privilege in assigning access to its personnel; (v) refrain from any activity of testing, scanning, or intrusion on PBM systems not previously authorized in writing.
A.14-bis.3 (Notification of events and incidents). The Provider notifies PBM, without unjustified delay from relative knowledge, of any security event or incident involving credentials, technical integrations, or data exchanged with the Platform, or that may have an impact on PBM systems or services. The notification indicates, as far as known, the nature and extent of the event, systems and data involved, measures adopted, and technical contact person. The Provider cooperates with PBM in management and containment. This obligation is distinct and in addition to that of notifying personal data breaches pursuant to Art. 33 GDPR.
A.14-bis.4 (Suspension of access). In the presence of a security risk, an ongoing incident, or a breach of the obligations of this article, PBM may suspend or revoke, even without notice, the Provider's Technical Access, giving notice as soon as possible, without this constituting non-performance by PBM. A.
14-bis.5 (Cooperation and information). The Provider provides PBM, upon reasoned request and with proportionate methods, with the information and documentation necessary to verify compliance with the security obligations of this article.
A.14-bis.6 (Coordination). These provisions operate in addition to and in coordination with Art. A.12 on the protection of personal data, each remaining applicable in its own scope.
A.15 General Provisions
A.15.1 This Agreement replaces and cancels any agreement, even verbal, that may have previously occurred between the Provider and PBM in relation to the subject matter of the Agreement and represents, together with the premises and the Annexes and the documentation reported in external links, the entire agreement between the Provider and PBM. The tolerance, even prolonged, of a Party in relation to breaches of the Agreement, even serious ones, by the other Party implies neither acquiescence of the non-breaching Party to the aforementioned breaches, nor waiver of the rights belonging to the non-breaching Party in relation to said breaches by virtue of this Agreement and/or applicable regulations.
A.15.2 Signing this Agreement by the Provider, and using the VaiOnline Platform, involves the full acceptance, without reservation, of the Agreement, Annexes, documentation reported in external links, and the terms and conditions provided therein.
A.15.3 The Provider cannot assign this Agreement without the prior written consent of PBM.
A.15.4 PBM reserves the right to modify the terms and conditions contained in this Agreement, at any time and at its exclusive discretion. All changes will be effective once uploaded online and/or sent to the Provider via email.
A.15.5 In the event that the changes made by PBM concern the modification of the economic conditions of the services provided by the latter or other essential aspects of the Agreement, it will send the Provider a written communication containing the object of the modification and the date of its effectiveness. The communication must be sent at least 15 days before the entry into force date of the modification. The Provider can withdraw from the Agreement up to the day before the entry into force date of the modification. In the absence of withdrawal within the indicated term, the modification will be considered approved and will be effective on the indicated date.
A.15.6 PBM fulfills the informational obligations provided for by the laws in force by publishing on the website www.vaionline.com the following data: name, registered office, contacts, REA number, VAT number, and any other element required by current regulations. The Provider undertakings to fulfill the same informational obligations in its personal area and in communications to Buyers.
A.15.7 In compliance with current regulations, PBM guarantees the transparency of the conditions of access to the VaiOnline Marketplace, positioning criteria, grounds for suspension or exclusion, and the possibility of appeal. The Provider has the right to receive a minimum notice of 15 days before relevant contractual changes and can appeal to an internal complaint channel made available by PBM for any dispute by writing to [email protected].
A.16 Relationships between the Parties
A.16.1 The Provider and PBM are independent and autonomous legal entities. Nothing contained in the Agreement can be interpreted in such a way as to suggest that between the Provider and PBM there exists or has been established an association, a joint venture, an agency or franchise contract, a mandate contract, a representation relationship, subordinate employment, or other equivalent relationship of control, representation, subordination, or coordination.
A.16.2 PBM is not an auction house, nor does it operate as an intermediary between the Buyer and the Provider.
A.16.3 The Provider has no power to make statements, formulate or accept proposals or offers in the name and/or on behalf of PBM, nor can it make assertions and/or issue any statement (on its own sales channel or elsewhere), that might contradict what is indicated in this article.
A.16.4 PBM, in turn, has no power to make statements, formulate or accept proposals and/or offers in the name and/or on behalf of the Provider.
A.16.5 PBM is, and remains, completely stranger to the purchase contract and the consequent relationship between the Buyer and the Provider.
A.16.6 In no way can this Agreement give rise to an exclusive relationship between the Provider and PBM. Nothing expressed, indicated, or implicitly understood in this Agreement is valid or can be valid for the purpose of determining, on the part of subjects other than the Provider and PBM, the arising of rights, faculties, claims, and/or demands regarding the subject matter of the Agreement. The Agreement and all its terms, conditions, representations, indemnities, warranties, annexes, and provisions made therein are intended to be, and are solely, for the exclusive benefit, as the case may be, of PBM, the Provider, and/or the Buyers. The Provider will be solely and exclusively responsible - towards PBM, the Buyer, and/or any other subject, even a stranger to the Agreement - for any use that third parties, authorized by the Provider itself or not authorized by it, make of the access credentials provided, the website, the VaiOnline Platform, the Services, and, in general, the MarketPlace.
A.17 Applicable Law and Competent Jurisdiction
A.17.1 This Agreement is subject to Italian law. For any dispute arising from it and/or in any case connected to it, the Provider recognizes and accepts the exclusive jurisdiction of the Court of Cagliari.
A.17.2 This Agreement is drafted in the Italian language. In case of translations, only the Italian version will be authentic. The Provider accepts that the legally prevailing language in any dispute is Italian.
A.18 Compliance with the Digital Services Act
PBM undertakings to guarantee transparency in content moderation, general terms of use of the platform, and recommendation systems, in compliance with Regulation (EU) 2022/2065 (Digital Services Act). The Provider undertakings not to upload illegal content or content contrary to current regulations and acknowledges that PBM may remove or disable illegal content, subject to justification.
A.19 Regulatory compliance and differentiated informational obligations
A.19.1 PBM guarantees the transparency of differentiated access conditions to the VaiOnLine Platform, in compliance with the provisions of the Digital Services Act and national legislation regarding digital platforms.
A.19.2 Providers are informed that the application of differentiated economic conditions between the free plan for Sardinian producers and the subscriptions of the US Program is justified by:
• different levels of service offered;
• different technical features available;
• support for the local Sardinian productive economy;
• promotion of the typicality and authenticity of the products of the Sardinian territory.
A.19.3 All Providers, regardless of the plan subscribed to, are subject to the same obligations regarding:
• compliance with applicable regulations;
• truthfulness of the information provided;
• quality and conformity of the products;
• fulfillment of obligations towards Buyers.
Section B - Terms and conditions of the service of access and use of the VaiOnline Platform (platform user license).
B.1.1 To become part of the VaiOnline Platform, the Provider must:
1. fill out, in its entirety, the request for adherence to the services (Subscription Form);
2. sign, in this case also digitally, the Agreement and all Annexes;
3. forward the signed Agreement, including all its Annexes (also signed) to PBM via registered mail with return receipt, or to the Certified Email (PEC) address: [email protected]
B.1.2 In the event that the request for adherence is accepted by PBM, the latter will send the Provider a confirmation email directly from the Platform.
B.1.3 The request for adherence to the services of the VaiOnline Platform does not imply the Provider's access to the MarketPlace and does not constitute the conclusion of the Agreement. It has only the function of a request by the Provider for access to the MarketPlace and conclusion of the related Agreement, without prejudice to PBM's right to refuse such request, at its unappealable judgment.
B.1.4 The effectiveness of the Agreement is subject to sending the following documentation: identity document of the legal representative, company registration report (visura camerale) or certificate of assignment of VAT number, bank details linked to the current account on which the Provider wishes to receive funds, through the Stripe Connect Custom payment processor. The effectiveness of the Agreement is subject, in addition to the other conditions provided for by this article, to transmission to the Marketplace of the following documentation and information: (a) valid identity document of the legal representative and of each beneficial owner holding a share exceeding 25% of the capital or voting rights; (b) updated company registration report or certificate of assignment of VAT number; (c) bank details (IBAN) of the account on which to receive the Proceeds; (d) date of birth, residence address, and tax code of the legal representative and of each beneficial owner; (e) description of the economic activity and reference MCC (Merchant Category Code); (f) URL of the website or official channels of the Provider; (g) declaration on the status of Politically Exposed Person (PEP) pursuant to Art. 1, paragraph 2, lett. dd, Legislative Decree 231/2007; (h) declaration of not operating in Countries subject to international sanctions or restrictions; (i) Self-declaration of the Provider according to the attached model (Annex 2). The Provider acknowledges that (i) failure to transmit or incomplete transmission of the documentation mentioned above prevents activation of the Service and (ii) subsequent variation of any of the communicated data must be notified to the Marketplace within 7 days of the occurrence of the variation, via PEC, with authorization to the Marketplace to sign — where requested by Stripe — a new Connected Account Agreement within the term indicated by Stripe itself, under penalty of automatic suspension of the Service. B.1.5 The Provider is responsible for the truthfulness of the information provided through the Subscription Form and undertakings to communicate promptly and in writing to PBM any variation of such information. In the absence of such communication, any variations will not be opposable to PBM itself. B.1.6 Authentication and access credentials to the VaiOnline Platform must be kept by the Provider with extreme care and attention. They can only be used by the Provider and cannot be transferred to third parties. The Provider is the sole and exclusive responsible for guarding the aforementioned credentials and undertakings to keep them secret and to ensure that no third party comes to know them. It also undertakings to inform PBM immediately in the event that it suspects or comes to know of an improper use or improper disclosure of the same. In the event that, for any reason, the aforementioned credentials are used by third parties, authorized or not, the Provider will respond for such use towards each Buyer of the Platform, towards PBM, and towards every third party.
B.2 Use and features of the VaiOnline Platform
B.2.1 The Provider uses the VaiOnline Platform and any materials, methods, instructions, and information made available or provided in connection with it, at its own risk and under its direct and exclusive responsibility.
B.2.2 Any non-compliant use of the Platform and services by the Provider may result in the suspension of the sales service, in accordance with the provisions of Art. A.5 above or, at PBM's unappealable judgment, immediate termination of the Agreement, pursuant to Art. A.3 above with consequent application, in that case, of the provisions of Art. A.4 above. PBM's right to compensation for damages it may have suffered as a result of non-compliant use, by the Provider, of the VaiOnline Platform and related Services is reserved in any case.
B.2.3 The VaiOnline Platform allows the Provider to carry out, among others, the following activities: a. manage its identification and billing data, modify them and/or update them at any time; b. insert and/or modify information that will be made available to Buyers through the Provider Sheet; c. add, through the dedicated function and within the limits of the subscribed package, a Product not yet present in the catalog, and possibly create, on that Product, one or more offers; d. receive communication of the Purchase order of a Product and the data necessary to be able to process the relative order; e. view the history of Product Purchase orders and the status of each of them; f. dialogue with Buyers through the specific messaging system, also in order to allow them to present any complaints and/or exercise their rights; g. create, manage, and preserve documentation related to Purchase orders received; h. view reviews released by Buyers; i. receive or send communications from/to PBM; j. receive or send communications from/to Buyers.
B.3 Obligations of the Provider in relation to the use of the Platform
B.3.1 Without prejudice to the obligation of the Provider to observe what is indicated in the Operation Video-Tutorials in the dedicated section of its personal account present on the Platform and applicable regulations, the same undertakings to: a) access its reserved area of the Platform with at least daily frequency in order to fulfill all activities inherent to the received orders; b) respond to any communications and/or requests from PBM and/or Buyers; c) create an offer or insert a new product for sale on the MarketPlace, only and exclusively in the event that it has real availability of such Product.
B.4 Representations and warranties of the Provider in relation to the use of the Platform.
B.4.1 The Provider is aware and recognizes that it is the sole and only responsible for activities carried out through the VaiOnline Platform and, in particular, those referred to in Art. B.2 above.
B.4.2 The Provider undertakings to keep PBM and Buyers indemnified and harmless from any and all damage, including any sanctions issued by competent authorities that may derive from activities put in place by the Provider itself through the VaiOnline Platform and/or in relation to mandatory information and/or documentation provided through the Platform and/or from omissions related to such information or documentation.
B.4.3 The Provider declares to be aware and to accept that: a. Products similar to its own can be offered on the MarketPlace by different Producers; b. access to the Website, the VaiOnline Platform, and/or all or part of the Platform Services could be temporarily suspended, as PBM cannot ensure permanent operation and/or permanent access to the Website, the VaiOnline Platform, and/or all or part of the Platform Services, according to what is indicated in Art. A.14.2 above; c. the publication on the MarketPlace of offers created by the Provider, both those related to Products already present in its catalog and those related to new Products, may be, at PBM's exclusive discretion, delayed, suspended, or refused, with PBM undertaking, in such case, to communicate to the Provider the reasons that determined its decision; d. PBM is not required to verify the truthfulness and/or correctness and/or completeness of information provided and/or inserted by the Provider on the Website and/or in its catalog present inside the VaiOnline Platform; it is not required, furthermore, to an obligation to conduct checks regarding potential illegality, non-conformity with applicable regulations, contrarietà to decency, good customs, and honor of such information and/or, more generally, the conduct of the Provider.
B.5 Declarations of PBM in relation to the VaiOnline Platform
B.5.1 In its capacity as technical-operational manager of the VaiOnline Platform and the Website, PBM reserves the right to modify, suspend, or interrupt, at any time, the operation of the Platform and/or all or part of the Platform Services, giving, where possible, reasonable notice to the Provider.
B.5.2 PBM also reserves the right to modify and/or redesign, at its exclusive discretion, all or part of the VaiOnline Platform and/or the Website, as well as content, format, layout, characters, and any other element (technical, graphic, etc.) of the Platform itself and/or the Website.
Section C - Terms and conditions of the sales service on the MarketPlace
The Sales Service on the MarketPlace allows the Provider to offer its Products for sale and conclude relative Purchase Contracts with Buyers, according to what is provided for in these General Conditions of Sale of the MarketPlace, as well as in the document “Terms and Conditions for the User” already attached to this Agreement (Annex 1). PBM uniquely covers the role of technical-operational manager of the VaiOnline Platform remaining, therefore, always and in any case stranger to sales Contracts concluded between Provider and Buyer. This section applies to all Sales carried out by the Provider on the MarketPlace.
C.1 General Conditions of Sale of the MarketPlace
C.1.1 These General Conditions of Sale of the MarketPlace contain the terms and conditions with which the Provider undertakings to offer for sale and to sell its Products on the MarketPlace.
C.1.2 The Provider declares and guarantees to have carefully examined these General Conditions of Sale of the MarketPlace as well as the already attached document “Terms and Conditions for the User” (Annex 1) and to approve them entirely and expressly.
C.1.3 The General Conditions of Sale of the MarketPlace and the Terms and Conditions for the User (Annex 1) govern the Purchase Contract and the consequent relationship between the Provider and the Buyer.
C.1.4 The Provider undertakings:
(I) before the conclusion of the Purchase Contract, to make available to the Buyer all Mandatory Information and, in particular, that required by the Decree on Electronic Commerce and the Consumer Code;
(II) to make available and/or provide, depending on the case, Legal Documentation, according to what is provided for by the Applicable Regulation and, in particular, by the Consumer Code.
C.1.5 Without prejudice to what is provided for in the articles that precede, and without prejudice to the obligation to observe the Applicable Regulation, the Provider undertakings, in relation to each offer, to indicate:
(I) the price of the Products, inclusive of VAT;
(II) any other cost and/or charge that the Buyer is required to pay in relation to the Product;
(III) the term within which it undertakings to deliver the good and/or provide the service;
(IV) terms and conditions for exercising the Right of Withdrawal, including addresses to which the Buyer must transmit communication of withdrawal and that to which the Buyer must return Products;
(V) essential characteristics of Products;
(VI) where applicable, exclusion of the Right of Withdrawal and conditions and circumstances upon the occurrence of which the Buyer does not benefit from such right.
C.1.5 The Provider undertakings to guarantee Buyers rights not inferior to those provided for by the Consumer Code, including a 14-day right of withdrawal, a 2-year legal warranty of conformity, access to alternative dispute resolution channels, and all pre-contractual information provided for by Art. 49 of the Consumer Code.
C.1.6 Subjective and objective limits — EU scope. This Service is reserved for Providers established in the European Union offering for sale goods or services originating in the European Union or legitimately released for free circulation therein. Sale of goods shipped directly from third countries to the Buyer is not allowed, nor is registration of Providers not established in the European Union, except with specific and prior written authorization from PBM and simultaneous signing of integrative agreements necessary for management of IOSS/OSS regimes and obligations of the marketplace as a “deemed supplier” pursuant to Art. 14-bis of Directive 2006/112/EC.
C.2 Representations and warranties of the Provider in relation to the Offer and Sale of Products / Supply of services
C.2.1 The Provider declares and recognizes to be the sole responsible for the offer and Sale of Products / Supply of services, the Contract, and the consequent relationship with the Buyer, as well as truthfulness, correctness, completeness, accuracy, and non-deceptiveness of Mandatory Information made available and/or provided to Buyers and Legal Documentation.
C.2.2 The Provider declares and recognizes to be free to determine which Products/Services to put up for sale/supply on the MarketPlace, without prejudice to the fact that it can create offers relative to them only on the condition of having real availability of such Products/capacity to provide such Services at the moment it creates the offer and at the moment it puts them up for sale/offers them to the public, being able to guarantee immediate shipment/execution.
C.2.3 The Provider undertakings to offer for sale/supply on the MarketPlace its Products/Services at conditions of price and quality at least equal to those it normally practices on all other market channels.
C.2.4 The Provider declares and guarantees that the offer and/or Sale / Supply of Products / of services on the MarketPlace does not violate the rights of any third party. In this regard, the Provider declares and guarantees that Products and the trademark(s) distinguishing them are authentic, original, and not counterfeited.
C.2.5 The Provider declares and guarantees that Products:
(I) conform to Applicable Regulation (including, by way of non-limiting example, conformity with provisions in the field of: distance selling and electronic commerce; safety; protection of consumer rights; prohibition of sale to minors; labeling; Legal Warranty of Conformity; protection of copyright and industrial property; protection of fair competition, etc.);
(II) will not contain erotic, pedo-pornographic, pornographic, dangerous, defamatory, and/or obscene material; that services are provided in compliance with regulation from time to time in force, having all authorizations and capabilities necessary for the purpose.
C.2.6 The Provider declares and guarantees that Products:
will be free from defects that make them unfit for sale and use for which they are intended or harmful to people and things; (II) do not constitute counterfeiting of third-party rights;
(III) will be equipped with manufacturing and packaging characteristics necessary for commercialization;
(IV) will conform to legislation in force in the state in which they are commercialized and delivered.
C.2.7 The Provider declares and guarantees, furthermore, that Products (including packaging) and Services will be perfectly responsive to characteristics and requirements indicated in the description of the same present on the Website.
C.2.8 The Provider is, and recognizes to be, the sole and exclusive responsible for conformity of each Product and Service with characteristics and requirements, including availability, communicated to the Buyer and assumes, directly and exclusively, every risk deriving from and/or connected to such responsibility, declaring from now on to indemnify and hold PBM harmless in this regard.
C.2.9 The Provider declares to be able to provide, and undertakings to provide, in the format requested by PBM and for each Product/Service, Mandatory Information and Legal Documentation. The Provider is, and recognizes to be, the sole and exclusive responsible for information concerning it, Mandatory Information (including truthfulness, correctness, accuracy, updating, and completeness of the same) and their publication and/or presentation on the MarketPlace, in the Catalog, in emails, including that of order confirmation, and in any other part or place, even virtual, where they are rendered, provided, and/or made available to Buyers; it is, and recognizes to be, likewise the sole and exclusive responsible for conformity of all this information with Applicable Regulation. It is up to the Provider, therefore, to constantly verify such information, its publication, presentation, and/or conformity and updating with Applicable Regulation, as well as to promptly signal to PBM and correct without delay any inaccuracies, errors, anomalies, and/or omissions of any nature.
C.2.10 The Provider is, and recognizes to be, the sole and exclusive responsible, among other things:
(I) for delivery of Products / execution of Services to the Buyer;
(II) for recognition and application of the Right of Withdrawal for Products or exclusion of the same;
(III) for recognition and application or non-recognition and non-application of the Legal Warranty of Conformity for Products and undertakings to keep PBM harmless and indemnified from any damage that may derive to it in relation to violation of Applicable Regulation and/or General Conditions of Sale of the MarketPlace and/or Legal Documentation and/or Purchase Contract in the matter of Right of Withdrawal and/or delivery and/or Legal Warranty of Conformity.
C.3 Activities of PBM
C.3.1 Without prejudice to what is provided for in other parts of the Agreement, PBM, in its capacity as technical-operational manager of the VaiOnline Platform, will do everything in its power to ensure that Products and Services are timely inserted into the Catalog according to what is provided for by the Agreement and/or any guidelines and/or other indications that PBM will take care to communicate to the Provider within its Reserved Area of the Platform and which, once made available in this way to the Provider, will become an integral part of the Agreement.
C.3.2 PBM reserves, in any case, the right to:
(I) prevent the Provider from inserting into the Catalog, or remove from the Catalog if already inserted, Products / Services included in the List of Prohibited Products or not conforming to Applicable Regulation;
(II) suspend commercialization of Products / execution of Services when it does not conform to what is provided for by the Agreement and/or General Conditions of Sale/Supply and/or guidelines provided by PBM;
(III) take any measure reasonably necessary or appropriate to prevent commercialization of Products / execution of Services not conforming to Applicable Regulation, inserted in the List of Prohibited Products/Services, and/or in an incorrect or non-relevant category of the Catalog, all of this giving timely information to the Provider.
C.3.3 PBM undertakings to ensure that the Provider, through the VaiOnline Platform, has available and can access data necessary for execution of orders, so as to be able to timely take care of processing, management, and ensure exact performance thereof.
C.4 Conclusion of Contracts between the Provider and the Buyer
C.4.1 The Contract between Provider and Buyer is concluded, according to what is provided for in the General Conditions of Sale/Supply of the MarketPlace and Terms and Conditions for the User (Annex 1), directly between Provider and Buyer. The Provider, therefore, is and remains the sole and exclusive responsible for conclusion and execution of the Product Purchase / Service Supply Contract, with PBM remaining completely stranger and exonerated from any liability deriving from conclusion, termination, and/or execution or non-execution of the Product Purchase / Service Supply Contract and the Provider undertaking, from now on, to keep it indemnified and harmless from any liability, of any kind, deriving from or in any case connected to conclusion, termination, non-conclusion, and/or execution of the Product Purchase / Service Supply Contract.
C.5 Proceeds of Sales / Supplies
C.5.1 Proceeds of Sales / Supplies, net of fees on economic transactions (Stripe fees) and potential reversals, will be credited to the Provider's bank current account via bank transfer every first day of the month, after a time interval ranging from a minimum of 30 (thirty) to a maximum of 60 (sixty) days from the date on which the Buyer carried out the payment. To this end, the Provider: a) commissions PBM to calculate Proceeds of Product Sales / Service Supplies, Amounts to Refund, and Pending Amounts according to the criteria indicated above; b) authorizes PBM to receive from Stripe communication of the amount of fees due; c) authorizes PBM to calculate the Net Balance; d) authorizes PBM to communicate to Stripe, through the VaiOnline Platform, the amount of the net balance to credit to the Provider's bank current account, after a time interval ranging from a minimum of 30 (thirty) to a maximum of 60 (sixty) days from payment carried out by the Buyer; e) acknowledges and accepts that in the event that a Buyer, following multiple purchases from different Providers, requests a refund or exercises the right of withdrawal even for only one of the purchased products, PBM can credit anyway, within 30 (thirty) or 60 (sixty) days, the payment of all Producers involved in the single transaction of the Buyer, in order not to prejudice payment of orders to other Producers stranger to the request for refund or withdrawal. The Provider, therefore, authorizes from now on PBM to carry out on its Stripe account the debit for payment of what is effectively due by way of refund or for exercise of the right of withdrawal, inclusive of all ancillary expenses due.
C.6 Cancellation/annullment of Purchase orders of Products / for Supply of Services
C.6.1 The Provider undertakings not to cancel and/or annul Purchase orders of Products / for Supply of Services, except when this is allowed to it by Applicable Regulation and/or General Conditions of Sale of the MarketPlace and/or the Agreement.
C.7 Delivery of Sold Products / Execution of Provided Services
C.7.1 The Provider undertakings to deliver Products / execute Services within terms, at places, and with methods indicated at the moment of the Purchase order of Products / for Supply of Services. For the purposes of this Agreement, and except where otherwise indicated, the delivery term of the Product / execution of the Service to the Buyer runs from sending the Purchase order of Products / for Supply of Services. Delivery of the Product / execution of the Service to the Buyer is considered perfected when the latter, or a third party designated by it and different from the carrier in charge of delivering the Product, acquires physical possession of the Product / receives the provided Service. The Provider declares and guarantees that, before the moment in which it will proceed with delivery of Products / execution of Services, it will have verified and ascertained (and, constantly, will verify and ascertain) to be able to store, ship, and/or have delivered sold Products / execute ordered Services according to Applicable Regulation, General Conditions of Sale/Supply of the Marketplace, and the Agreement (including already indicated Annexes), and will have fulfilled any obligation or fulfillment (including documentary, informational, bureaucratic, customs, tax, or other obligations) under Applicable Regulation and deriving from and/or connected to storage, shipment, transport, and/or delivery of the Product / execution of the Service. In particular, the Provider declares and guarantees that it is its exclusive charge to obtain licenses, permits, authorizations, and any other documentation (including, by way of non-limiting example, import/export licenses) provided for by Applicable Regulation for the purposes of delivery of sold Products (to be understood here as the service inclusive of any activity of storage, shipment, transport, and/or delivery for which aforementioned documentation is requested) / execution of ordered Services, and that any expense and/or cost connected thereto is at its exclusive charge.
C.7.2 The Provider undertakings to indicate, through the VaiOnline Platform, in relation to each offer and/or Product / Service, times of order processing and/or shipment/execution necessary for calculation of the delivery/execution term to indicate to the Buyer, it being understood between the Parties that, in the absence of such indication, for the purposes of computing the delivery/execution term, the term of “2-3 working days” will be taken into consideration. It remains, furthermore, understood between the Parties that Saturday is not considered, for the purposes of delivery/execution to the Buyer, a working day.
C.7.3 The Provider undertakings, furthermore, to: (a) pack each of the Products / execute each of the Services in a manner conforming to Applicable Regulation, instructions contained in the Provider manual, and/or in a manner anyway suitable and adequate for the type of Product/Service; (b) provide the Buyer and/or PBM, upon simple request, with information regarding shipment/execution date, delivery date, status, and details of shipment and/or delivery, including any relevant documentation in this regard; (c) include in the package, with regard to each Product, a shipping list/delivery note (DDT) or other suitable transport document.
C.7.4 The Provider undertakings to keep PBM harmless and indemnified from any damage, including potential sanctions of competent authorities, that may derive to it from supervening unavailability of Sold Products / execution of Ordered Services and/or from delayed or missed delivery/execution of the same.
C.8 Right of Withdrawal - Legal Warranty of Conformity for Products
C.8.1 The Provider is the sole responsible for recognition and application of the Right of Withdrawal in relation to sold Products / ordered Services and Legal Warranty of Conformity in relation to sold Products, having the obligation to comply, in this regard, with Italian and European regulations in force. To the Provider through the Platform can and must address, therefore, the Buyer to exercise such rights, with respect to which PBM is completely stranger. PBM will timely forward to the Provider requests for exercise of the Right of Withdrawal and/or Legal Warranty of Conformity that erroneously reach it.
C.8.2 By way of mere example, it is indicated that the Provider is (and the same recognizes to be) the sole responsible:
(1) with reference to the Right of Withdrawal: (I) for acceptance or refusal of withdrawal requests; (II) for carrying out the refund within the term of law; (III) for recognition of the existence of a diminished value of the Product pursuant to the Consumer Code and calculation of the relative amount and/or relative reduction of the refund amount;
(2) with reference to the Legal Warranty of Conformity: (I) for determination of existence or lack of lack of conformity; (II) for the procedure of returning the Product and refunding relative expenses; (III) for replacement or repair of the Product, or, in cases of price reduction or termination of the Purchase Contract, relative refunds, partial or full. For the purposes and effects of articles 1341 and 1342 of the Italian Civil Code, the Provider declares to specifically approve the following clauses of the Agreement: A1, A2, A3, A4, A.5, A.6, A.7, A.8, A.11, A.12, A.13, A.14, A.15, A.16, A.17. The Provider declares to have carefully read the Agreement in all its parts and to have understood its content and to accept it entirely.
C.8.3 The Provider undertakings therefore to keep PBM indemnified and harmless from any damage that may derive to it in case of violation by the Provider of Applicable Regulation, Product Purchase / Service Supply Contract, Legal Documentation, and/or the Agreement in the matter of Right of Withdrawal and/or Legal Warranty of Conformity.
C.9 Management of complaints and disputes between the Provider and the Buyer
C.9.1 The Provider is the sole and exclusive responsible for any contestations, claims, demands, disputes, actions, complaints, requests for refund and/or compensation - also for damages of any type and nature - known and unknown, suspected and unsuspected, disclosed and undisclosed - that should be presented by Buyers, by other Providers, and/or by any other third party subject (each individually and all jointly, “Disputes”), as well as for potential damages and/or prejudices that Buyers, other producers, and/or any other third party subject should suffer (“Damages”), depending on: (I) non-conformity with Applicable Regulation, inaccuracies, errors, anomalies, and/or omissions of any nature regarding information on the Provider, Mandatory Information, and/or any other information rendered by the same on the VaiOnline Platform; (II) shipping errors and product uploading errors; (III) erroneous, incomplete, or misleading content of information on the Provider, mandatory information, and any other information inserted and/or provided by the Provider so that it is inserted on the VaiOnline Platform; (IV) non-conformity with Applicable Regulation of Products/Services and/or mandatory information and/or their erroneous, incomplete, misleading, and/or non-legitimate publication on the VaiOnline Platform.
C.9.2 The Provider undertakings to promptly resolve, also through procedures made available to it by the VaiOnline Platform, disputes potentially arisen, as well as to compensate every damage.
C.9.3 Given that PBM is stranger to purchase/supply contracts concluded, should a dispute arise, the Provider exonerates from now on PBM (as well as its legal representatives, directors, employees, and/or agents) from any liability connected to such disputes and undertakings to keep it harmless and indemnified from any liability, request for refund and/or compensation, deriving from or in any case connected to Disputes or Damages suffered by Buyers, by other Providers, and/or by any other third party subject (including potential legal fees).
C.10 Cases of withdrawal and/or termination of the Agreement; exchange or return; refund
C.10.1 Without prejudice to what is provided for in the articles that precede, the Provider undertakings to: manage requests of Buyers relative to: withdrawal from the Product Purchase / Service Supply contract; termination of the Product Purchase / Service Supply contract; exchange or return and/or relative refunds, in conformity with Applicable Regulation, the Agreement, Legal Documentation, Product Purchase / Service Supply contract, and potential policies that PBM should communicate to the Provider in the matter; calculate the amount of refunds due, for any reason, by the Provider to the Buyer according to what is provided for by Applicable Regulation and conformably to the Agreement, Legal Documentation, Product Purchase / Service Supply contract, and potential policies of PBM; (III) execute refunds, for any reason due by the Provider to the Buyer according to what is established by Applicable Regulation and conformably to the Agreement, Legal Documentation, Product Purchase / Service Supply contract, and potential policies of PBM.
C.10.2 PBM reserves the right to inform Buyers of the existence and content of policies referred to in Art. C.10.1 above.
C.11 Credit card fraud
C.11.1 The Provider authorizes PBM to carry out fraud management activities relatively to payments of sold Products, conferring to PBM itself the faculty to, at its discretion, (I) withhold Payments in order to execute controls and verifications; (II) refuse to process Payments; (III) block Payments.
C.11.2 In the case referred to in Art. C.11.1 (II) and (III), the Provider obligates itself, upon request of PBM, to terminate Purchase contracts relative to blocked and/or non-processed payments and, in the event it has already shipped Products, to do what is in its possibilities to block delivery to the Buyer.
ANNEX 1 — TERMS AND CONDITIONS FOR USERS
1. Scope of Application and Conclusion of the Contract
1.1 These General Conditions of Sale govern the offer and sale through the Website of products and/or services offered for sale on the VaiOnLine Marketplace, in the event that the purchase contract for such products and/or services is concluded through the Website (“Products”).
1.2 The sale of Products through the Website constitutes a distance contract governed by Chapter I, Title III (arts. 45 et seq.) of Legislative Decree no. 206 of September 6, 2005 (“Consumer Code”) and by Legislative Decree no. 70 of April 9, 2003, containing the regulations on electronic commerce.
1.3 These Conditions of Sale apply to all sales of Products carried out by the Supplier through the Website (“Conditions of Sale” or “GCS”). They may be modified at any time. Any changes will be effective from the moment of their publication on the Website in the “Conditions of Sale” section present on the Website. Users are therefore invited to regularly access the Website and to consult the most updated version of the Conditions of Sale before making any purchase.
1.4 The applicable Conditions of Sale are those in force on the date the purchase order for a Product is transmitted.
1.5 Before proceeding with the purchase of Products through the Website, the user is required to read carefully these General Conditions of Sale, which VaiOnLine makes available in the footer of the Website under the heading “Terms and Conditions”, both before and during the purchase procedure.
1.6 These Conditions of Sale do not govern the sale of products not included in the Marketplace by entities present on the Website via links, banners, or other hypertext links. Before carrying out commercial transactions with such entities, it is necessary to check their conditions of sale. The Supplier is not responsible for the provision of services and/or for the sale of products by such entities. The Supplier does not perform any control and/or monitoring on the websites consultable through such links. Therefore, the Supplier is not responsible for the contents of such sites, nor for any errors and/or omissions and/or violations of the law by them.
1.7 Before carrying out commercial transactions on the Marketplace, each Buyer is required to check these conditions of sale and the seller’s profile sheet, which can be accessed on the Product Page and at every stage of the purchase process. The Supplier, as a mere technical manager of the platform, is not a party to the sales contract between the user and the Third-Party Seller. The Supplier is therefore not responsible for the provision of services and/or for the sale of products by Third-Party Sellers.
1.8 Pursuant to art. 49 of the Consumer Code, the user is informed that all contractual conditions applicable to the individual purchase are made available before order confirmation, including: the identity and contact details of the Seller, the essential characteristics of the good or service, the total price, the payment and delivery methods, the duration of the contract, the right of withdrawal, and the relative procedure. This information is also accessible on a durable medium by sending an order confirmation email.
2. Purchases on the Website
2.1 The purchase of Products through the Website can only take place after registration on the Website in the manner set forth in art. 3 below and is permitted both to users who hold the status of consumers and to users who do not hold such status. For natural persons, purchasing is permitted only on the condition that they have reached the age of 18.
2.2 Pursuant to art. 3, paragraph I, lett. a) of the Consumer Code, it is recalled that a consumer is a natural person acting for purposes unrelated to any entrepreneurial, commercial, artisanal, or professional activity carried out.
2.3 In the case of orders from anyone that appear anomalous in relation to the quantity of products purchased or the frequency of purchases made, the Supplier reserves the right to take all necessary actions to stop the irregularities, including suspending access to the Website, cancelling registration on the Website, or refusing/cancelling irregular orders.
2.4 Finally, the Supplier reserves the right to refuse or cancel orders coming from (I) a user with whom it has an ongoing legal dispute; (II) a user who has previously violated these GCS and/or the conditions and/or terms of a purchase contract with the Supplier; (III) a user who has been involved in fraud of any kind and, in particular, in fraud related to credit card payments; (IV) users who have provided false, incomplete, or otherwise inaccurate identification data or who have not promptly sent to the Supplier the documents requested by the latter within the scope of the procedure referred to in arts. 9.1.2 and 9.1.3 below, or who have sent invalid documents.
3. Registration on the Website
3.1 Registration on the Website is free of charge. To register on the Website, the user can authenticate via the so-called "social login", if available, or must fill out the appropriate form, entering their name, surname, email address, and a password, and click on the “Continue” button. If registration occurs during the purchase process, the address, phone number, and tax code (codice fiscale) will also be required.
3.2 Registration on the Website allows the user to perform, among others, the following activities through a reserved and personal area:
track the shipment and check the status of orders
consult their order history
access after-sales assistance services
manage their personal data and modify them at any time
take advantage of dedicated services that may be activated from time to time by the Supplier.
3.3 Registration on the Website also allows the user to make Combined Purchases, which specifically means purchasing, simultaneously and through a single cart and a single purchase procedure (and therefore by sending a single order), products offered for sale by different Third-Party Sellers (“Combined Order”).
3.4 Registration credentials (email address and password) must be used exclusively by the user and cannot be transferred to third parties. The user undertakes to keep them secret, to ensure that no third party has access to them, and to inform the Supplier immediately, by contacting them at the details set forth in art. 15 below, if they suspect or become aware of an improper use or disclosure of the same. Each user is allowed to register on the Website only once. Multiple registrations by the same user are prohibited. In the event that the Supplier detects that the same user has carried out multiple registrations on the Website, it reserves the right to proceed, immediately and without notice, to block the relative account.
3.5 The user guarantees that the personal information provided during the registration procedure on the Website is complete and true, and undertakes to hold the Supplier harmless and indemnified from any damage, obligation to compensate, and/or penalty deriving from and/or in any way connected to the user's violation of the rules on Website registration or on the storage of registration credentials.
4. Information Aimed at the Conclusion of the Contract
4.1 In compliance with Legislative Decree no. 70 of April 9, 2003, containing provisions on electronic commerce, the Supplier informs the user that:
to conclude the purchase contract for one or more Products on the Website, the user must fill out an order form in electronic format and transmit it to the Supplier, electronically, following the instructions that will appear from time to time on the Website;
the contract is concluded when the order form reaches the Supplier’s server;
before proceeding with the transmission of the order form, the user can identify and correct any data entry errors by following the instructions on the Website in the different phases of the purchase;
the order form and the relative contractual document will be archived in the Supplier's database for the time necessary for its execution and, in any case, within the terms of the law. The user can access the order form and/or the data relating to it through their personal account;
pre-contractual information and the contractual conditions applicable to each order are provided on a durable medium via email at the time of order confirmation, so as to allow the user to store and consult them at any time.
4.2 The language available to users for the conclusion of the contract is Italian and/or English. Customer Service is able to communicate with users in the same languages.
5. Availability of Products
5.1 The Products that can be purchased from the Marketplace through the VaiOnLine Website are the items present in the electronic catalogue published on the Website and displayed by the user at the time the order is placed.
5.2 Each Product is accompanied by an information page illustrating its main characteristics (“Product Page”). Within the Product Page, there will be a specific space regarding information about the availability of the Product. In the event that a Product is not available, the user may contact the Seller for more information.
5.3 Product availability is monitored and updated. However, since the Website can be visited by multiple users simultaneously, it could happen that multiple users purchase the same Product at the same exact moment. In such cases, therefore, the Product could appear available for a short period of time, whereas it is actually out of stock or not immediately available, as a restock is required.
5.4 Should the Product no longer be available for the reasons indicated above or in other cases of subsequent unavailability of the Product, without prejudice to the rights attributed to the user by law, and, in particular, by Chapter XIV of Title II of Book IV of the Italian Civil Code, the Seller will immediately notify the user via email. The user will then be entitled to terminate the contract immediately, pursuant to and for the purposes of the provisions of art. 61, paragraphs IV and V, of the Consumer Code. Termination of the purchase contract under this paragraph entails the termination of any ancillary contract. It is understood that since this is a contract between the Seller and the User, the Supplier is free from any liability in this regard. Alternatively, and without prejudice to such right of termination, the user may accept one of the following proposals from the Seller: I. if a restock of the Product is possible, an extension of the delivery terms, indicating the new delivery term of the restocked Product; II. if a restock of the Product is not possible, the supply of a different product of equivalent value. The user’s choice must be promptly communicated to the Seller through the “Private Area” section in the User’s personal account.
5.5 In the event that the user exercises the right of termination referred to in art. 61, paragraphs IV and V, of the Consumer Code, or if the user makes no choice pursuant to art. 5.4 above, and the payment of the total amount due—consisting of the price of the Product, delivery costs if applied, and any other additional costs resulting from the order (“Total Amount Due”)—has already occurred, the Supplier will refund the Total Amount Due without undue delay and, in any case, within 14 business days from the day of contract termination or, respectively, from the day following the sending of the order. In the case of payment by credit card, this amount will be credited back to the same payment method used by the user for the purchase. Any delays in crediting may depend on the banking institution or the type of credit card used. In other cases, the Supplier will request the user to provide, via email, the bank details necessary to make the refund. The termination of the purchase contract pursuant to the preceding articles implies the termination of any other ancillary contract.
5.6 In the case of orders concerning a plurality of Products (“Multiple Order”), if the subsequent unavailability affects only some of the Products covered by the Multiple Order—without prejudice to the rights attributed to the user by law, and, in particular, by Chapter XIV of Title II of Book IV of the Civil Code, and without prejudice to the application of arts. 5.4 and 5.5 above if the subsequent unavailability affects all the Products covered by the order—each Seller involved in the order whose product is unavailable will immediately notify the user via email. The user will then be entitled to terminate the contract immediately, limited only to the Product and/or Products that have become unavailable pursuant to and for the purposes of art. 61, paragraphs IV and V, of the Consumer Code, through a request submitted to the Seller from the Private Area of their account with which the order was placed. Termination of the purchase contract under this paragraph entails the termination of any ancillary contract to the partially terminated one, limited to cases where the connection and ancillary nature relate to the Product(s) that became unavailable. Alternatively, and without prejudice to such right, the user may accept one of the following proposals from the Seller: I. if a restock of the Products covered by the Multiple Order that became unavailable is possible, an extension of the delivery terms for such Products, indicating their new delivery term; II. if a restock of the Product and/or Products that became unavailable is not possible, the supply, in replacement of the unavailable Products, of different products of equivalent value. The user’s choice must be promptly communicated to the Seller through the “Private Area” section in the User’s personal account.
5.7 In the event that the user exercises the right of termination referred to in art. 61, paragraphs IV and V, of the Consumer Code, the purchase contract concerning the Product and/or Products that became unavailable will be partially terminated, limited to such Product(s), with the consequent return, if already paid, of the amount due in relation to these Products, including delivery costs, calculated as indicated in art. 10.3 below, and any other additional costs due specifically in relation to these Products (“Partial Amount Due”); termination of the entire Multiple Order will be possible only in the case of clear and proven ancillary nature of the unavailable Products compared to the other available Products in the Multiple Order. The Partial Amount Due in relation to the Product(s) that became unavailable will be refunded to the user without undue delay and, in any case, within 14 business days from the day of contract termination. In the event that the user does not make any choice pursuant to art. 5.6 above, the Supplier will proceed to refund the Partial Amount Due without undue delay and, in any case, within 14 business days from the day following the sending of the order. The refund amount will be communicated to the user via email. In the case of payment by credit card, this amount will be credited to the same payment method used by the user for the purchase. Any delays in crediting may depend on the banking institution or the type of credit card used. In other cases, the Supplier will ask the user to provide, via email, the bank details necessary to perform the refund. Termination of the purchase contract pursuant to the preceding articles implies the termination of any other ancillary contract.
6. Information on the Products
6.1 Each Product is accompanied by a Product Sheet. The images and descriptions on the Website reproduce the characteristics of the Products as faithfully as possible. However, the colors of the Products may differ from the real ones as a effect of the settings of the IT systems or computers used by users for their display. Furthermore, the images of the Products on the Website may differ in size or in relation to any ancillary products. These images must therefore be understood as indicative and within normal usage tolerances. For the purposes of the purchase contract, the description of the Product contained in the order form transmitted by the user shall prevail.
7. Prices
7.1 All prices of the Products published on the Website are in Euros and are inclusive of VAT and, where applicable, the WEEE (RAEE) contribution. Delivery costs, which may vary depending on the chosen delivery method and/or the payment method used, will be specifically indicated (in Euros and inclusive of VAT) during the purchase process, before the user is bound by the contract, in the order summary, and in the order confirmation email.
7.2 The Supplier reserves the right to modify the price of the Products at any time and potentially multiple times within the same day. It is understood that the price of the Product charged to the user will be the one indicated in the order summary, displayed by the user before placing the order, and that any subsequent variations (increases or decreases) after the transmission of the order itself will not be taken into account.
7.3 If a Product is offered on the Website at a discounted price, the Website will indicate (I) the full reference price against which the discount is calculated and (II) what this full reference price corresponds to. It is understood that the offer of Products at discounted prices will be made only if the full reference price of the Product corresponds to its actual market price.
8. Purchase Orders
8.1 The purchase contract is resolutively conditioned upon non-payment of the Total Amount Due. Therefore, if such payment does not take place, the contract will be considered automatically terminated by operation of law. The user will be notified of this termination and the consequent cancellation of the order through the Website or via email.
8.2 Ownership of the Products will be transferred to the user at the time of shipment, understood as the moment the Product is delivered to the carrier (“Shipment”). Conversely, the risk of loss or damage to the Products, for reasons not attributable to the Supplier, will be transferred to the user when the user or a third party designated by them, other than the carrier, takes physical possession of the Products.
8.3 In order to submit an order for a Product through the Website, it is necessary to read and carefully examine these General Conditions of Sale.
9. Payment Methods
9.01 Payment for Products purchased through the Website can be made using the payment methods described in the following paragraphs. Some payment methods might not be usable due to the type of Product purchased and/or the delivery or shipment method. If one of these methods cannot be used in relation to a specific Product or order, this will be clearly indicated on the Website during the purchase process. In any case, unavailable payment methods will not be selectable by the user during the specific step of the purchase process. To obtain an invoice from the Seller, the User must request it via the specific checkbox at the time of order check-out. For the issuance of the invoice, the information provided by the user at the time of transmitting the order through the Website shall prevail, and the user guarantees it to be true. No changes to the invoice will be possible after its issuance. The user undertakes to hold the Seller and the Supplier harmless and indemnified from any damage they may suffer, including any penalties, in the event that the data provided by the user through the Website for the issuance of the invoice are not true.
9.1 Credit Card
9.1.1 Payment for Products purchased on the Website can be made by credit card directly through the Website. The Supplier accepts credit cards from the VISA, Mastercard, American Express, Maestro circuits, etc. The accepted credit cards are, in any case, indicated during the specific step of the purchase process. The charging of the Total Amount Due from the user to the Supplier is carried out at the time of order transmission.
9.1.2 In order to guarantee the security of payments made on the Website and prevent potential fraud, the Supplier reserves the right to request the user, via email, to send a front/back copy of their identity card by the same means, and if the order holder is different from the cardholder, a copy of the latter’s identity card as well. The document must be currently valid.
9.1.3 If the Supplier does not receive these documents, or receives expired or invalid documents, the contract will be considered automatically terminated by operation of law pursuant to art. 1456 of the Civil Code, and the order consequently cancelled, without prejudice to the Supplier’s right to compensation for any damage it may incur due to the user’s non-compliant behavior. The termination of the contract, of which the user will be notified via email no later than 5 business days from the expiry of the deadline for sending the documents requested by the Supplier, will result in the cancellation of the order with a consequent refund of the Total Amount Due, if paid, by crediting back the same payment method used. In case of timely receipt by the Supplier of the valid documentation requested, the delivery terms applicable to the order will start from the date of receipt of such documentation. 9.1.4 The Supplier uses the secure payment service Stripe Connect Custom. The confidential credit card data (card number, holder, expiration date, security code) are encrypted and thus transmitted directly to the payment processor. Therefore, the Supplier never has access to and does not store the data of the credit card used by the user for the payment of the Products.
10. Delivery Methods, Costs, and Terms
10.1 Deliveries of the Products are carried out within the territory of all countries belonging to the European Union. The delivery obligation is deemed fulfilled by transferring the material possession or otherwise the control of the Products to the user.
10.2 At the time of Shipment, a confirmation email will be sent to the user confirming delivery to the carrier, which will also contain a link with the tracking number through which the user can check the status of the shipment.
10.3 Delivery is subject to a fee and, unless otherwise provided, delivery costs are borne by the user. The amount of delivery costs due by the user in relation to a specific order is expressly and separately indicated (in Euros and inclusive of VAT) during the purchase process, in the order summary, and, in any case, before the user proceeds to transmit the order. In case of partial withdrawal from Multiple Orders, the amount of delivery costs to be refunded to the user will be equivalent to the delivery costs that the user would have paid for the single Product subject to partial withdrawal, as resulting from the Product Page, in relation to the specific delivery method chosen by the user. In no case can the amount of delivery costs to be refunded exceed the amount of costs actually paid by the user for delivery.
10.4 In the order summary and, therefore, before the user proceeds to transmit it, the total price of the order will be indicated, with a separate indication of delivery costs and any other additional expenses. This total, which will also be indicated to the user in the order confirmation email, will constitute the total amount due by the user in relation to the Product.
10.5 Home Delivery
10.5.1 Products purchased on the Website will be sent and delivered to the postal address indicated by the user in the order form. For the shipping address, the information provided by the user through the Website shall prevail, and the user guarantees it to be true. No changes to the invoice will be possible after the order has been submitted. The user undertakes to hold the Seller and the Supplier harmless and indemnified from any damage they may suffer, including any penalties, in the event that the data provided by the user through the Website for the shipping address are incorrect.
10.5.2 Home Delivery of the Product is understood to be at street level, unless otherwise indicated. Home Delivery will be carried out from Monday to Friday during normal business hours (from 9:00 to 18:00), excluding national holidays.
10.5.3 The user acknowledges that collecting the Product is their precise obligation. In case of non-delivery due to the absence of the recipient, the courier will leave a notice to document the delivery attempt (so-called "delivery notice"). The notice will also contain the contact details where the user can contact them to arrange redelivery or collect the package. After the failed delivery attempt, the package will go into storage (giacenza) at the courier. The user is required to collect the package within 3 calendar days starting from the second day following the one in which the Delivery Notice was left. In the event that the user does not collect the Product within this term, the purchase contract may be considered automatically terminated by operation of law, pursuant to and for the purposes of art. 1456 of the Civil Code. The Supplier will then proceed, within 15 business days following the termination of the contract, to refund the Total Amount Due, if already paid by the user, less the costs of the unsuccessful Home Delivery, storage costs, costs of return to the Supplier, and any other expenses incurred due to the non-delivery caused by the recipient's absence. The termination of the contract and the amount of the refund will be communicated to the user via email. This amount will be credited to the same payment method used by the user for the purchase. Any delays in crediting may depend on the banking institution, the type of credit card, or the payment solution used. In any case, the Supplier reserves the right to request the user to provide, via email, the bank details necessary to make the refund.
10.5.4 The user is required to report any special characteristics related to the delivery location of the Product and/or its position by entering a note to the order in the specific space made available to them at the end of the purchase process and before sending the order. If they do not provide such indications or provide incorrect indications, any additional costs that the Supplier must bear to complete the delivery of the Product will be at their expense.
10.6 General Delivery Provisions
10.6.1 The product sheet will indicate the terms within which the Seller undertakes to deliver the Products covered by the user’s order, taking into account, besides the area and delivery method, also the possibility that the user purchases multiple Products with the same order. Delivery terms run from the conclusion of the contract (i.e., sending the order), unless otherwise indicated. In case of omission of the indication of the delivery term, it will take place, in any case, within thirty days starting from the date of conclusion of the contract. 10.6.2 In the event that the purchased Product is not delivered or is delivered late compared to the delivery terms indicated in the Product Sheet, the user, pursuant to art. 61 of the Consumer Code, invites the Seller to make the delivery within an additional period appropriate to the circumstances (“Additional Term ex art. 61, paragraph III, Consumer Code”). If this additional term expires without the Products having been delivered to them, the user is entitled to terminate the contract (“Termination of Contract ex art. 61, paragraph III, Consumer Code”), without prejudice to the right to damages. The user is not burdened with the obligation to grant the Seller the Additional Term ex art. 61, paragraph III, Consumer Code (“Excluded Cases”) if: a. the Seller has expressly refused to deliver the Products; b. compliance with the delivery term indicated during the purchase process and in the order confirmation must be considered essential, taking into account all the circumstances that accompanied the conclusion of the contract; c. the user informed the Seller, before the conclusion of the contract, that delivery by or on a specific date is essential. In Excluded Cases, if the user does not receive the Products within the delivery term indicated in the Product Sheet, they are entitled to terminate the contract immediately (“Termination of the Contract in Excluded Cases”). The indication of the Additional Term ex art. 61, paragraph III, Consumer Code and the communication of Termination of the Contract ex art. 61, paragraph III, Consumer Code or Termination of the Contract in Excluded Cases must be communicated by the user to the Seller through the Supplier at the addresses set forth in art. 15 below. In case of Termination of the Contract ex art. 61, paragraph III, Consumer Code or Termination in Excluded Cases, the Seller, through the Platform, will refund the Total Amount Due to the user without undue delay. The refund will take place in the manner set forth in art. 10.6.6 below. In any case, the Seller, through the Platform, undertakes to promptly notify the user via email of the delay in delivery (“Delay Notice Email”), indicating at the same time the new delivery term, if available (“New Delivery Term”).
10.6.3 In the case of Multiple Orders involving Products that must be delivered separately, the provision referred to in art. 10.6.2 above will apply independently to each delivery. With respect to each delivery and therefore, limited to the Products covered by it, the user may proceed to fix the Additional Term ex art. 61, paragraph III, Consumer Code and to the Termination ex art. 61, paragraph III, Consumer Code or Termination in Excluded Cases, if the relevant conditions are met. In this case, the Seller, through the Platform, will refund the Partial Amount Due to the user without undue delay. The refund will take place in the manner set forth in art. 10.10.6 below. In any case, the Seller, through the Platform, undertakes to promptly send the Delay Notice Email to the user, indicating at the same time the New Delivery Term, if available.
10.6.4 All the aforementioned communications must be promptly carried out to the Seller, through the Platform, via email at the address referred to in art. 15 below.
10.6.5 In all cases referred to in arts. 10.6.2 and 10.6.3 above where a refund is due to the user, the refund amount will be credited to the same payment method used by the user for the purchase, in the case of payment by credit card. In other cases, the Seller, through the Platform, will ask the user for the bank details necessary to perform the refund. Any delays may depend on the banking institution or the type of credit card used.
10.6.7 It is up to the user to check the condition of the Product delivered to them. While the risk of loss or damage to the Products, for reasons not attributable to the Supplier, is transferred to the user when the user, or a third party designated by them and other than the carrier, takes physical possession of the Products, it is recommended that the user checks the number of Products received and that the packaging is intact, not damaged, nor wet or otherwise altered, including the closing materials (adhesive tape or metal straps), and invites them, in their own interest, to indicate any anomalies on the carrier’s transport document, accepting the package with reserve. Unconditional receipt of the Products, in fact, does not allow the user to take legal action against the courier in the event of loss or damage to the Products, except where the loss or damage is due to willful misconduct or gross negligence of the courier itself and with the exception of partial loss or damage not recognizable at the time of delivery, provided that in the latter case, the damage is reported as soon as it is known and no later than eight days after receipt. If the package shows clear signs of tampering or alteration, it is also recommended that the user promptly notifies Customer Service. In any case, the application of the rules on the right of withdrawal and the legal guarantee of conformity remains unaffected.
11. Right of Withdrawal from the Purchase of Products
11.1 Without prejudice to the provisions of art. 11-bis below, pursuant to articles 52 et seq. of the Consumer Code, the user who holds the status of consumer has the right to withdraw from the Product purchase contract, without having to provide any reason and without having to bear costs other than those provided for by arts. 11.5 and 11.9 below, within the term of fourteen calendar days (“Withdrawal Period”). The Withdrawal Period expires after 14 days: a. in the case of an order relating to a single Product, from the day on which the user or a third party, other than the carrier and designated by the user, acquires physical possession of the Products; b. in the case of a Multiple Order with separate deliveries, from the day on which the user or a third party, other than the carrier and designated by the user, acquires physical possession of the last Product; c. in the case of an order relating to the delivery of a Product consisting of multiple lots or pieces, from the day on which the user or a third party, other than the carrier and designated by the user, acquires physical possession of the last lot or piece;
11.2 To exercise the right of withdrawal, the user must inform the Seller, through the Platform, before the expiry of the Withdrawal Period, of their decision to withdraw.
11.3 In order to exercise the right of withdrawal, the user may: (a) use the specific procedure made available to them on the Website (in the footer and/or in the Private Area) before the conclusion of the contract, filling out a specific form compliant with the provisions of the Consumer Code, for which the Consumer will receive prompt confirmation within the necessary technical timeframe; or (b) submit to the Seller any other explicit declaration of their decision to withdraw from the contract (“Declaration of Withdrawal”).
11.3-bis Without prejudice to the scenario of sending the online Declaration of Withdrawal through the Private Area of the Platform, the Declaration of Withdrawal can also be sent directly to the Seller at the address reported in the Seller’s Profile Sheet.
11.3-ter In all cases of exercising the right of withdrawal, regardless of the method used, the Seller, through the Platform, will send the user an email confirming receipt of the withdrawal request (“Withdrawal Confirmation Email”).
11.4 The user has exercised their right of withdrawal within the legal term if the communication relating to the exercise of the right of withdrawal is sent by the consumer before the expiry of the Withdrawal Period. In the event that the user uses the Declaration of Withdrawal, they are invited to indicate in the Declaration of Withdrawal the order number, the Product(s) for which they intend to exercise the right of withdrawal, and their address. Please note that since the burden of proof relating to the exercise of the right of withdrawal before the expiry of the Withdrawal Period lies with the user, it is in the user's interest to use a durable medium when communicating their withdrawal to the Seller.
11.5 The user must arrange to return the Products to the Seller, using a carrier of their own choice and at their own expense, without undue delay and in any case within 14 calendar days from the date on which they communicated their decision to withdraw to the Supplier. The deadline is met if the user sends back the Products before the expiry of the fourteen-day period ("Return Deadline"). The Product, properly protected and packed, must be shipped to the same address indicated in the Waybill that accompanied the delivery of the Product, or indicated in the Manufacturer's Profile Sheet within the Platform. Furthermore, the User must immediately notify the Supplier at the email address [email protected]. The deadline is met if the user sends back the goods before the expiry of the 14-day period. The return of the Product to the Seller takes place under the responsibility and at the expense of the user.
11.5 (Note: duplicate number in source) If the user withdraws from the contract, the Seller, through the Platform, will proceed to refund the Total Amount Due paid by the user for the Product, including delivery costs, including additional ones deriving from the user's possible choice of a type of delivery other than the least expensive standard delivery offered by the Seller, without undue delay and in any case no later than 14 calendar days from the day on which the Seller was informed of the user's decision to withdraw from the contract. The refund will be carried out using the same payment method used by the user, in the case of payment by credit card, unless the user has expressly agreed otherwise. In other cases, the Seller, through the Platform, will ask the user for the bank details necessary to perform the refund, unless the user has expressly agreed otherwise. In case of partial withdrawal from Multiple Orders, the quantification of delivery costs to be returned to the user as a effect of exercising the right of withdrawal will be performed as indicated in art. 10.3 above. In any case, the user will not have to bear any cost as a consequence of this refund, without prejudice to the costs for reshipment, which remain at their exclusive expense. The Seller, through the Platform, may suspend the refund until receipt of the Products or until the user has demonstrated that they have sent back the Products, whichever is earlier.
11.6 The user is solely responsible for the decrease in value of the goods resulting from a handling of the Product other than that necessary to establish the nature, characteristics, and functioning of the Product. The Product must in any case be kept, handled, and inspected with normal diligence and returned intact, complete in all its parts, perfectly functioning, accompanied by all accessories and leaflets, with identification tags, labels, and the disposable seal, where present, still attached to the Product and intact and not tampered with, as well as perfectly suitable for its intended use and free of signs of wear or dirt. Furthermore, withdrawal applies to the Product in its entirety. It cannot therefore be exercised in relation to parts and/or accessories of the Product. If the serial code of the Product is included on its packaging, the packaging constitutes part of the product and, consequently, the Product must be returned in its original packaging, which must be placed in an additional package, as no other label or tape can be affixed directly onto it. The Product Page will indicate, if applicable, whether the original packaging must be considered part of the Product for the purposes of exercising the right of withdrawal.
11.7 If the withdrawal has not been exercised in compliance with the provisions of the applicable legislation, it will not entail the termination of the contract and, consequently, will not give right to any refund. The Seller, through the Platform, will notify the user via email within 5 business days from receipt of the Product, rejecting the withdrawal request. The Product will remain at the Seller's premises at the user's disposal for collection, which must take place at the expense and under the responsibility of the user themselves.
11.8 In the event that the Product for which withdrawal was exercised has suffered a decrease in value resulting from a handling of the asset other than that necessary to establish the nature, characteristics, and functioning of the Product, the refund amount will be deducted by an amount equal to this decrease in value. The Seller, through the Platform, will notify the user of this circumstance and the consequent reduced refund amount via email within 5 business days from receipt of the Product, providing them, in case the refund has already been paid, with the bank details for the payment of the amount due by the user because of the decrease in value of the Product.
11.9 Exclusion of the Right of Withdrawal Pursuant to art. 59 of the Consumer Code - Exceptions to the right of withdrawal - the right of withdrawal is excluded, among other things, in the following cases: I. the order of Products made to measure or clearly personalized; II. the order of Products that risk deteriorating or expiring rapidly; III. the order of sealed Products that are not suitable for return for hygienic reasons or related to health protection and were opened after delivery. With reference to the cases of exclusion of withdrawal listed above, the User, in particular, is informed and accepts that Products that “risk deteriorating or expiring rapidly” include all food Products (including wines, spirits, and beverages), as the characteristics and qualities of these types of Products are subject to alteration also as a consequence of inappropriate storage. Therefore, for hygienic reasons and for the protection of Customers, the right of withdrawal is excluded for this category of products sold on the VaiOnLine MarketPlace.
12. Legal Guarantee of Conformity
12.1 All products sold on the Website are covered by the legal guarantee of conformity provided for by arts. 128-135 of the Consumer Code (“Legal Guarantee”).
12.2 To Whom It Applies The Legal Guarantee is reserved for consumers. It therefore applies only to users who have made a purchase on the Website for purposes unrelated to any entrepreneurial, commercial, artisanal, or professional activity carried out. To those who have purchased on the Website and do not hold the status of consumers, the guarantee for defects of the sold item, the guarantee for lack of promised and essential qualities, and the other guarantees provided for by the civil code with the relative terms, forfeitures, and limitations will apply.
12.3 When It Applies The seller is solely responsible to the consumer for any lack of conformity existing at the time of delivery of the product and which manifests itself within two years from such delivery. The lack of conformity must be reported to the seller, through the Platform, under penalty of forfeiture of the guarantee, within two months from the date on which it was discovered. Unless proven otherwise, it is presumed that lacks of conformity that manifest themselves within six months from the delivery of the product already existed at that date, unless this hypothesis is incompatible with the nature of the product or the nature of the lack of conformity. Starting from the seventh month following the delivery of the product, it will instead be the consumer's burden to prove that the lack of conformity already existed at the time of its delivery.
12.4 In order to take advantage of the Legal Guarantee, the user must first provide proof of the date of purchase and delivery of the asset. It is therefore appropriate for the user, for the purpose of such proof, to keep the order confirmation or the purchase invoice as well as the DDT (delivery note) or any other document that can attest to the date the purchase was made and the date of delivery (for example, the credit card statement or bank statement).
12.5 What Constitutes a Lack of Conformity A lack of conformity occurs when the purchased asset: I. is not suitable for the use for which assets of the same type are normally used; II. does not conform to the description made by the seller and does not possess the qualities of the asset that the seller presented to the consumer as a sample or model; III. does not present the qualities and performance habitual in an asset of the same type, which the consumer can reasonably expect, taking into account also the declarations made in advertising or labeling; I. is not suitable for the particular use desired by the consumer, which was brought to the seller’s knowledge at the time of conclusion of the contract and which the seller accepted.
12.6 Therefore, any faults or malfunctions determined by accidental facts or by the user's responsibility or by a use of the product not conforming to its intended use and/or to what is provided for in the technical documentation attached to the product are excluded from the scope of application of the Legal Guarantee.
12.7 Remedies Available to the User
12.7.1 In case of a lack of conformity duly reported within the terms, the user is entitled, also based on the nature of the defective asset:
primarily, to the free repair or replacement of the asset, at their choice, unless the requested remedy is objectively impossible or excessively burdensome compared to the other;
secondarily (meaning in the event that repair or replacement are impossible or excessively burdensome, or if repair or replacement have not been carried out within a reasonable period, or if the repair or replacement previously carried out caused significant inconvenience to the consumer), to a price reduction or termination of the contract, at their choice. The requested remedy is excessively burdensome if it imposes unreasonable expenses on the seller compared to alternative remedies that can be pursued, taking into account (I) the value the asset would have if there were no lack of conformity; (II) the extent of the lack of conformity; (III) the possibility that the alternative remedy can be pursued without significant inconvenience to the consumer.
12.8 What to Do in the Presence of a Lack of Conformity
12.8.1 In the event that a Product, during the validity period of the Legal Guarantee, manifests what could be a lack of conformity, the user must contact Customer Service, in the footer of the site or using the contact details referred to in art. 15 below. The Seller, through the platform, will promptly respond to the communication of the alleged lack of conformity and will indicate to the user the specific procedure to follow, also taking into account the product category to which the Product belongs and/or the defect reported. Depending on the type of product, Customer Service will indicate to the user whether: (I) the Product can be sent to the Seller for subsequent sending to the competent assistance center or (II) if on-site assistance is provided. It remains understood that the Seller is the sole subject responsible for the application of the Legal Guarantee in relation to the Products. The Supplier is instead not responsible for the application of the Legal Guarantee in relation to products sold by Sellers.
12.9 In the case referred to in Article 12.8(I) above, the Seller, through the platform, shall arrange for the Product to be collected and sent to the relevant service center. In the case provided for in Article 12.8(II) above, the Seller, through the platform, shall agree with the user on a suitable date for an on-site service visit.
In any event, the relevant service center shall carry out the necessary inspections to determine whether the alleged lack of conformity exists. If the lack of conformity is confirmed and the user has chosen repair among the available remedies, the service center shall proceed with the repair. If, on the other hand, the user has chosen replacement, and replacement is not excessively burdensome or objectively impossible for the Seller compared to repair, the Seller shall replace the Product.
If the service center confirms the lack of conformity, any repair or replacement costs, as well as transportation costs to the service center, shall be borne by the Seller. If the service center does not confirm the lack of conformity, the Legal Warranty shall not apply and the transportation costs and any repair or replacement costs shall be borne by the user.
The Seller, through the platform, shall inform the user of such circumstance and of any costs to be incurred for repair or replacement. The Seller, through the platform, reserves the right to provide the user with the estimate issued by the service center, so that the user may decide whether to proceed with repair or replacement at the user's own expense. The user must authorize the repair or replacement at their own expense in writing.
Following such acceptance, a direct relationship shall be established between the service center and the user, from which the Seller shall remain entirely excluded and for which no liability may be attributed to the Seller.
12.10 In all cases, repair or replacement of defective Products, where due, shall be carried out as quickly as possible and, except in exceptional circumstances or cases of force majeure, within 60 calendar days from the date on which the Seller receives the defective Product.
If the repair or replacement initially selected is not completed within such period, the user may request one of the alternative remedies provided under the Legal Warranty (replacement if repair had originally been requested; repair if replacement had originally been requested; price reduction or termination of the contract).
12.11 The Seller, through the platform, reserves the right to request that the user attach the invoice relating to the order when submitting a claim under the Legal Warranty of Conformity.
13. Manufacturer’s Commercial Warranty
13.1 Depending on their nature, Products sold on the Website may be covered by a commercial warranty issued by the manufacturer/seller (“Commercial Warranty”). The user may enforce such warranty only against the manufacturer/seller who issued it.
The duration, scope (including territorial scope), conditions, procedures for use, types of covered damage/defects, and any limitations of the Commercial Warranty depend on the individual manufacturer/seller and are specified in the warranty certificate included in the product packaging.
The Commercial Warranty is voluntary in nature and does not replace, limit, prejudice, or exclude the Legal Warranty.
14. Marketing of Additional Paid Assistance Services
14.1 The Seller, through the platform and in cooperation with third-party companies, may, also depending on the type of goods sold, offer users the possibility of purchasing additional assistance services (“Additional Assistance Services”) enabling them to receive technical assistance in relation to the Product with which such services are sold, or in relation to any product in the case of stand-alone sales, after the expiry of the Legal Warranty and/or the Commercial Warranty, under the conditions and limitations established by the companies providing such services and contained in the relevant general terms and conditions, which shall be made available to the user before the purchase of the Additional Assistance Services.
The Additional Assistance Services do not replace, limit, prejudice, or exclude the Legal Warranty owed by the Seller, which consumers may always rely upon under the conditions provided by law.
The Additional Assistance Services are provided by third parties independent of the Seller, whose details shall be disclosed during the purchase process before the user concludes, through the platform, the contract granting the right to benefit from such services.
14.2 The purchase of Additional Assistance Services is made for consideration and therefore requires payment by the user.
The applicable fee, together with any other detailed information concerning the Additional Assistance Services, the service providers, and the activation procedures, shall be provided during the purchase process before the user proceeds with the purchase of such services.
14.3 In all cases where the purchase contract for the Product to which the user has attached Additional Assistance Services is terminated for any reason, including the exercise of the right of withdrawal, the contract relating to the purchase of such services shall automatically terminate, at no cost to the consumer, with the consequent reimbursement to the user of all amounts paid for the purchase of the Additional Assistance Services.
15. Customer Service and Complaints
15.1 Information requests, communications, and complaints may be submitted by contacting the VaiOnLine Marketplace Customer Service (“Customer Service”) using the following methods:
Through the form available in the Customer Service section located in the website footer;
By e-mail at: [email protected];
By post to: PBM Srl, Piazza L’Unione Sarda, 09122 Cagliari (CA), Italy.
15.2 The Provider shall respond to complaints submitted by e-mail or post within a maximum period of seven days from receipt thereof.
16. Compliance with the Digital Services Act (DSA)
PBM – Pubblicità Multimediale S.r.l., the provider of this website, reserves the right to block a user or take any other necessary measures in the event of indications of improper use of the online services or any use contrary to these Terms and Conditions.
In particular, use shall be considered abusive where a user employs the systems or the information contained therein for purposes other than those for which they are intended, uses the systems for unlawful purposes or for purposes that infringe the rights of PBM or third parties, or uses the systems in a manner that is inconsistent with these Terms and Conditions.
In compliance with Article 30 of Regulation (EU) 2022/2065 (Digital Services Act), VaiOnLine carries out preliminary checks on the identity and reliability of third-party sellers operating on the Marketplace. Such sellers are all duly registered professionals or businesses, whose identifying and legal information is available on their respective seller profiles.
Furthermore, the user guarantees the accuracy and completeness of the information provided to PBM. The user acknowledges the obligation to immediately inform PBM of any subsequent changes to such information.
With regard to data uploaded by the user, the user undertakes to ensure that they own all rights relating thereto and have full authority to use such data, guaranteeing, among other things, that the uploaded data is not subject to any third-party rights that would prohibit its use.
In particular, the online services may not be used for purposes involving any of the following:
a. Racism or statements against humanity;
b. The provision of false or inaccurate information;
c. Content that is abusive, aggressive, harassing, hateful, obscene, threatening, or otherwise objectionable;
d. Information that violates legal requirements or does not sufficiently comply with applicable implementation requirements (for example, transparency or labeling obligations);
e. Information whose disclosure constitutes a criminal offense or is otherwise punishable under applicable law.
16.1 Measures to be Taken in the Event of Violations
If the information provided violates these Terms and Conditions and PBM becomes aware of such violation (for example, through a report submitted by another user), PBM reserves the right to immediately block or remove the relevant content.
Where deemed necessary or appropriate, the following measures may be taken depending on the severity, frequency, and number of violations:
a. Content Measures
Temporary removal of content;
Permanent removal of content.
b. Temporary Account Suspension and Deactivation of Associated Content
Suspension for 1 month;
Suspension for 3 months;
Suspension for 6 months;
Suspension for 1 year.
c. Permanent Account Suspension
Permanent suspension of the user account and the associated content.
d. Permanent Ban and Blacklisting
Permanent suspension of the user account and all associated content;
Permanent denial of future access for the specific e-mail address and other identifying personal details of the user, which shall be entered into a blacklist, with the consequence that the user will not be permitted to create a new account in their own name.
As required by law, both the users concerned and the persons who submitted the reports shall be informed of PBM’s decision and shall be given the opportunity to submit observations.
Following receipt of such additional comments, PBM shall review its decision and adopt a final determination regarding the management of the reported content.
The user shall receive a notification/e-mail regarding the moderation decision, including the reasons for such decision.
16.2 Complaints and Alternative Dispute Resolution
Users may lodge a complaint against PBM’s final decision by contacting:
[email protected]
[email protected]
+39 070 60131
for example, to challenge the removal of content or the suspension of an account.
The complaint must be submitted within six (6) months of receipt of the original decision.
PBM shall examine the complaint within one month of its receipt, under the supervision of qualified personnel and without relying exclusively on automated tools. PBM may confirm or revoke its decision, in whole or in part.
The user shall be informed of the outcome by e-mail.
Complaints that cannot be resolved through the above procedure may be submitted to and handled by a certified mediation body.
Access to the ordinary courts shall always remain available regardless of whether a mediation body has been involved.
16.3 Online Platform: Information on AMAR (Average Monthly Active Recipients)
In compliance with the provisions of the Digital Services Act, we hereby inform users that, within the European Union and in relation to the services provided through our online platform (as defined by the Digital Services Act), our platform had an average of approximately 14,146 monthly active recipients during the last quarter of 2023.
This information shall be updated every six months and may differ from other metrics relating to users reported in different contexts. Accordingly, this information should not be used for any other purpose.
17. Governing Law; Alternative Dispute Resolution / Online Dispute Resolution
17.1 Any purchase contract concluded through the Website shall be governed by Italian law.
17.2 Consumers who do not have their habitual residence in Italy shall remain entitled to any mandatory and more favorable provisions provided under the laws of the country in which they habitually reside, particularly with regard to:
the period for exercising the right of withdrawal;
the period for returning Products following the exercise of such right;
the procedures and formalities for communicating the exercise of such right; and
the legal guarantee of conformity.
17.3 Consumers are reminded that, for any dispute relating to the application, performance, or interpretation of these Conditions of Sale, jurisdiction shall lie with the court of the place where the consumer resides or has elected domicile.
For all other users, exclusive jurisdiction shall lie with the Court of Cagliari.
17.4 Pursuant to Article 141-sexies, paragraph 3, of Legislative Decree No. 206 of 6 September 2005 (the Italian Consumer Code), the Provider informs users qualifying as consumers under Article 3(1)(a) of the Consumer Code that, where a complaint has been submitted directly to the Seller/Provider and the resulting dispute has not been resolved, the Seller/Provider shall provide information regarding the Alternative Dispute Resolution bodies competent for the out-of-court settlement of disputes arising from obligations under contracts concluded pursuant to these Conditions of Sale (the so-called “ADR bodies” referred to in Articles 141-bis et seq. of the Consumer Code), specifying whether it intends to make use of such bodies for the resolution of the dispute.
The Seller/Provider further informs consumers within the meaning of Article 3(1)(a) of the Consumer Code that a European Online Dispute Resolution platform (the “ODR Platform”) has been established for the online resolution of consumer disputes.
The ODR Platform may be accessed at:
https://ec.europa.eu/consumers/odr
Through the ODR Platform, consumers may:
consult the list of ADR bodies;
access the website of each ADR body;
initiate an online dispute resolution procedure concerning a dispute in which they are involved.
The consumer’s right to bring proceedings before the competent ordinary court regarding disputes arising under these Conditions of Sale shall remain unaffected, regardless of the outcome of any out-of-court dispute resolution procedure.
Likewise, where the relevant conditions are met, consumers retain the right to pursue out-of-court resolution of consumer disputes through the procedures provided under Part V, Title II-bis of the Consumer Code.
Users residing in a Member State of the European Union other than Italy may also make use of the European Small Claims Procedure established by Council Regulation (EC) No. 861/2007 of 11 July 2007, provided that the value of the claim, excluding interest, fees, and expenses, does not exceed EUR 2,000.00.
The text of the Regulation is available through the EUR-Lex website.
17.5 Language and Interpretation
These Terms and Conditions have been drafted and are available in the Italian language.
In the event that translations into other languages are provided, the Italian version shall prevail over any other version in the event of discrepancies or differences in interpretation.
ANNEX 2 — SELF-DECLARATION OF THE PROVIDER
(pursuant to and for the effects of articles 1218, 1337, 1456, and 1490 of the Italian Civil Code, Art. 3, paragraph 4, Legislative Decree March 1, 2023, no. 32 and — limited to information destined to flow into the annual communication to the Revenue Agency — articles 47 and 76 Presidential Decree December 28, 2000, no. 445)
The undersigned __________________________ born in ____________ on _____________, tax code ___________________ resident in __________________________________, in capacity as legal representative / owner of: Company name / Firm: ___________________________________________________ Legal form: ☐ Sole proprietorship ☐ S.r.l. ☐ S.p.A. ☐ S.n.c. ☐ S.a.s. ☐ Other: _________ Registered office: __________________________________________________________ Tax Code: ____________________ VAT Number: ____________________ Registration No. Business Register: _______________ CCIAA of ___________________ State(s) of tax residence and relative TIN (if different from Italy): ________________________ MCC (Merchant Category Code) — sector of activity: ________________________ Website URL / official channels: ________________________________________________ IBAN for crediting Proceeds: ________________________________________________
BENEFICIAL OWNERS with a share exceeding 25% (in addition to the legal representative): Name and Surname ____________________ born in __________ on //____ Tax Code ____________ residence __________________________ share quota: ____ % BENEFICIAL OWNERS with a share exceeding 25% (in addition to the legal representative): Name and Surname ____________________ born in __________ on //____ Tax Code ____________ residence __________________________ share quota: ____ % BENEFICIAL OWNERS with a share exceeding 25% (in addition to the legal representative): Name and Surname ____________________ born in __________ on //____ Tax Code ____________ residence __________________________ share quota: ____ % BENEFICIAL OWNERS with a share exceeding 25% (in addition to the legal representative): Name and Surname ____________________ born in __________ on //____ Tax Code ____________ residence __________________________ share quota: ____ %
DECLARES under its own contractual responsibility and — for information that PBM is required to communicate to the Revenue Agency pursuant to Legislative Decree 32/2023 — aware of criminal consequences pursuant to Art. 76 Presidential Decree 445/2000 and, where prerequisites occur, pursuant to Art. 483 of the Italian Criminal Code for false declarations made in deeds destined for administrative proceedings:
that all data provided above are truthful, complete, and updated;
not to be, and not to have as beneficial owner, a Politically Exposed Person (PEP) pursuant to Art. 1, paragraph 2, lett. dd, Legislative Decree 231/2007, or — in the affirmative case — to declare it here: ☐ yes, specify: ___________________;
not to operate in / with Countries subject to international sanctions (Russia, Belarus, Iran, North Korea, Syria, and others designated pursuant to EU Regulations in force);
to be established in the European Union and to commercialize goods originating in the EU or legitimately in free circulation therein;
to be in compliance with all tax and contributory fulfillments connected to the activity;
to undertake to communicate to PBM, within 7 days of occurrence, any variation of the data declared above, with charge — where requested — to sign newly the Connected Account Agreement of Stripe;
to take note of the obligations of PBM pursuant to Legislative Decree 32/2023 and to authorize annual communication to the Revenue Agency of the data mentioned above and considerations perceived through the Platform;
to indemnify and hold PBM harmless from any sanction, charge, or damage deriving from inaccuracy, incompleteness, or falsity of declarations made, and to take note that — pursuant to Art. 1456 of the Italian Civil Code — falsity or omitted intentional indication of any of the information made here constitutes non-performance of gravity such as to legitimate termination by right of the Contract by PBM, without prejudice to PBM's right to compensation for major damage and, if applicable, to recourse for administrative and tax sanctions comminated.
Annexes: ☐ identity document of the legal representative ☐ identity documents of beneficial owners ☐ updated company registration report ☐ certificate of VAT number assignment Place and date ____________________ Signature _____________________________
Processing of personal data: collected data are processed by PBM pursuant to EU Regulation 679/2016 for purposes of execution of the Contract, fulfillment of DAC7 regulatory obligations, and Stripe Connect KYC, according to the privacy policy available at the link https://www.vaionline.com/it/privacy-policy.