Legal notice

TERMS AND CONDITIONS OF SALE

The term “Buyer” refers to the entity identified in the header of the Purchase Order Proposal (“P.O.P.”). PLEASE READ THESE TERMS AND CONDITIONS OF SALE (“Terms”) CAREFULLY. BY SUBMITTING THE P.O.P.(s), THE BUYER EXPRESSLY ACCEPTS THE FOLLOWING TERMS. ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THESE TERMS. No modification of these Terms shall be binding upon AALF S.r.l. (“AALF”) unless expressly agreed in writing and signed by an authorized representative of AALF, and these Terms shall prevail over any terms contained in the Buyer’s documentation.

General Terms

All sales by AALF of products and any other items shall be subject to these Terms, which supersede and replace all previous sales conditions or agreements between the parties, as well as any oral or written representations and/or communications between AALF and the Buyer relating to the subject matter of these Terms. Access to and use of AALF’s website imply the reading, understanding, and acceptance of these Terms of Sale; by using AALF’s website, the Buyer unconditionally accepts the terms of use and the published privacy policy.

The Buyer’s Purchase Order Proposal (or “P.O.A.” as defined in Article 3.1), to the extent accepted by AALF in accordance with Article 3.3 and subject to these Terms, shall constitute the Buyer’s contract with AALF for the purchase of the Products. Any additional or conflicting agreement, whether oral or written, made before, concurrently with, or after the submission of the Purchase Order Proposal, shall not be applicable unless otherwise agreed in writing between AALF and the Buyer, in accordance with Article 1.3. In particular, the Buyer expressly acknowledges and agrees that any conditions communicated by other parties are not binding.

AALF reserves the right to modify these Terms at any time. Except as expressly provided herein, none of these Terms may be added to, modified, replaced, or altered except by a written document signed by an authorized representative of AALF (only Mr. Federico Bonamici and Ms. Alessia Colonna) and delivered by AALF to the Buyer.

Any additional or different terms and/or conditions from the Buyer, as well as any attempt by the Buyer to vary these Terms in any way, shall not prevail over nor be binding upon AALF.

Products

The Buyer acknowledges and agrees that AALF reserves the right, at its sole discretion, to modify the Products and/or their range and/or to discontinue the sale of any Product model.

Purchase Order Proposal

For each proposal to purchase Products from AALF, the Buyer shall complete and submit to AALF the order proposal form (“Form”) provided by AALF when deemed appropriate (“Purchase Order Proposal” or “P.O.A.”). Submission of the P.O.A. requires registration on AALF’s official website.

Each Purchase Order Proposal must indicate the quantity requested by the Buyer and all other relevant information specified in the Form, but in no event shall it be binding upon AALF.

The Purchase Order Proposal may be accepted by AALF, in whole or in part, through written confirmation (including by e-mail) sent by AALF to the Buyer (“Confirmation of Acceptance” or “C.O.A.”), at which time a contract (“Contract”) between AALF and the Buyer shall be deemed concluded, subject to these Terms. However, AALF shall not be obliged to accept any Purchase Order Proposal submitted by the Buyer, nor to do so within any specific period. Each C.O.A. shall indicate the estimated delivery time.

Submission of a Purchase Order Proposal to AALF constitutes an offer by the Buyer to purchase the Products specified, which may be accepted or rejected at AALF’s sole discretion, without any claim or expectation on the part of the Buyer. Likewise, AALF’s acceptance of one or more Purchase Order Proposals shall not entail any obligation for AALF, nor create any claim or expectation by the Buyer regarding future orders and/or the existence of an ongoing business relationship between the parties.

The Buyer expressly understands and agrees that, notwithstanding any previous sales, AALF remains free at any time not to accept subsequent Purchase Order Proposals submitted by the Buyer and shall have no obligation to supply Products.

Each submission of a P.O.A. implies full knowledge and unconditional acceptance of these General Terms and Conditions of Sale.

Order proposals may only be placed after registration and/or creation of a personal account (“register for free”) by the Customer. Please read carefully the Privacy Policy and the Terms and Conditions of Sale. P.O.A.s are completed by following the specific instructions provided on the website.

The orders and purchases offered for sale on the website may only be placed by consumers/customers who have reached the age of majority and act exclusively on their own behalf.

The resale and/or distribution of products purchased on the website is strictly prohibited.

Prices, Payment and Invoicing

Unless otherwise agreed by AALF, the prices of the Products shall be those quoted, in Euro, to the Buyer before or at the time of submission of each Purchase Order Proposal. Errors or omissions are subject to correction by AALF. Prices are exclusive of VAT and other taxes, as well as shipping and handling charges, unless different delivery terms are agreed upon in writing.

Pending AALF’s Confirmation of Acceptance pursuant to Article 3.3, the prices quoted in the Purchase Order Proposal may be adjusted at any time to proportionally reflect any adverse impact on AALF’s costs due to tax, legal, or regulatory changes, currency fluctuations, increases in raw material costs, or other similar increases in production, logistics, or distribution costs. AALF shall inform the Buyer in writing of the amount and reason for such adjustment within a reasonable period and in any case prior to the issuance of the Confirmation of Acceptance. In such event, AALF and the Buyer agree that, should AALF propose a price increase, the Buyer shall have the right to cancel, by written notice to AALF within five (5) business days from notification, in whole or in part, the Purchase Order relating to the Products subject to the price increase.

All price quotations by AALF are subject to change or withdrawal upon notice to the Buyer. Subject to the provisions of Article 4.2, price changes shall apply to Purchase Orders submitted thereafter.

Unless otherwise agreed, AALF requires advance payment of the purchase price prior to delivery of the Products. The invoice will be sent to the Buyer together with the Confirmation of Acceptance, and the corresponding price must be paid before shipment of the goods. Any amount already paid, including (i) any deposit made by the Buyer upon submission of the Purchase Order Proposal and (ii) any payment made upon receipt of the Confirmation of Acceptance issued by AALF, shall be deemed a contractual penalty and definitively retained by AALF in the event of non-payment in accordance with these Terms.

The Buyer shall not offset or recover any invoiced amounts, or portions thereof, against sums due or that may become due from AALF, nor shall the Buyer withhold payment of the purchase price for any alleged breach by AALF, except as required by law.

AALF accepts payments made by the following credit/debit cards: Visa, MasterCard, Maestro. AALF shall retain ownership of the goods specified in each P.O.A. until full payment of the corresponding price has been received.

Failure to pay the price within five (5) days shall constitute a default by the Buyer with respect to the Purchase Order, granting AALF the full right to retain any deposits as a penalty. In such case, the Buyer assumes all risks that the sale by AALF may result in a devaluation of the Products and/or that only part of the Products may actually be sold due to market conditions. Furthermore, it is understood that the Buyer shall in any event be required to pay the remaining balance due to AALF upon request, together with all expenses, including, without limitation, reasonable legal and accounting fees and other collection costs reasonably incurred as a result of any default by the Buyer under these Terms (“Costs”).

Retention of Title on the Products

Title to the Products shall not pass to the Buyer until the relevant Products – as well as any other amounts owed by the Buyer to AALF in connection therewith – have been paid in full. AALF shall have the right, at its sole discretion, to record the retention of title for the delivered Products in the relevant register.

Delivery – Risk

Unless otherwise communicated by AALF, the delivery dates of the Products shall be those indicated by AALF to the Buyer before or at the time of submission of each Purchase Order Proposal. Such dates represent AALF’s best possible estimate based on the conditions existing at that time. AALF shall not be liable for carrier delays and/or causes of force majeure.

Deliveries to post office boxes are expressly prohibited.

If the Buyer delays, refuses, or improperly revokes delivery of the Products, or fails to collect them at the place of delivery, AALF shall not be held liable.

AALF may, at any time, postpone the production or delivery date of the ordered Products for which a Confirmation of Acceptance has been issued if the Buyer is in default under any other Contract.

AALF reserves the right to make partial deliveries as Products become available, including prior to the scheduled delivery date.

All orders shall be delivered by AALF to the carrier from Monday to Friday between 9:00 a.m. and 5:00 p.m. The delivery address cannot be changed after shipment. AALF shall provide the shipment tracking number to the Buyer via e-mail.

Delivery may also take place in partial shipments upon written communication (including by e-mail) from AALF to the Buyer. In such case, the Buyer shall pay the price of the Products actually shipped and the cost of the corresponding shipment.

The Buyer must immediately notify AALF of any delivery delay exceeding ten (10) business days. In any event, the Buyer must notify AALF of any delivery delay exceeding thirty (30) business days.

For the Buyer’s security, the carrier will require a signature “upon receipt” at the delivery address. If this is not possible, delivery will not take place. If the packaging shows any damage upon delivery, it must be opened in the presence of the carrier. The Buyer undertakes to verify the goods delivered, including their conformity with the Confirmation of Acceptance and the integrity of the packaging. It is the Buyer’s responsibility to record any visible packaging damage in writing on the carrier’s delivery note.

Each parcel shipped is insured against theft, loss, and damage from the moment AALF delivers it to the carrier until it reaches the final destination. Once delivered to the specified address, the parcel will no longer be insured.

Inspection and Limited Warranty

AALF warrants that the Products delivered to the Buyer hereunder shall be free from defects in material and workmanship under normal conditions of use at the time of delivery by AALF to the Buyer. AALF’s warranty does not cover defects caused by improper use or exposure of the Products by the Buyer.

With respect to the quantity delivered and the conformity of the Products received to the specifications indicated in AALF’s Confirmation of Acceptance, under penalty of forfeiture, the Buyer must inspect the Products within five (5) business days from the actual delivery date and notify any claim exclusively in writing within that period.

If the Buyer fails to inspect or to notify any defect as provided above, the Product shall be deemed accepted, and the Buyer shall waive any rights it might have had against AALF in connection with such defect.

If the Products breach the warranty granted to the Buyer under Article 7.1 and such breach has been properly notified in accordance with this Article 7.2, AALF shall, at its sole discretion, repair, replace, or refund the purchase price of the non-conforming Products. The remedy chosen by AALF shall be the Buyer’s sole and exclusive remedy for any reason relating to non-conforming Products. All shipping costs of the Products/parts to and from AALF shall be borne by AALF.

Products may not be returned for any reason without prior written authorization and shipping instructions from AALF. Products shipped without AALF’s authorization will be returned at the Buyer’s expense.

In the event of hidden defects in Products purchased from AALF, the Buyer shall, in any case, notify AALF within five (5) business days, attaching all relevant documentation. In such case, the Buyer shall be indemnified by AALF in the manner deemed most appropriate by AALF, as specified in Article 7.3 above, provided that the claim is made within the warranty period of each manufacturer.

Products, even if not defective, may be returned within ten (10) days of delivery. Returns made after this period may be accepted at AALF’s sole discretion. Any refunds, only after AALF’s written approval, shall concern exclusively the purchase cost of the products and not shipping expenses, and shall be credited only to the credit card or bank account originally used for payment by the Buyer.

The refund procedure requires the Buyer to send an e-mail to AALF to obtain authorization (R.M.A. – Return Merchandise Authorization) and the related identification number. The R.M.A. e-mail, which also includes a pre-filled form with the return address to be affixed to the package, must be enclosed in the return package sent to AALF. The refund will be made within fifteen (15) days from the physical receipt of the goods by AALF.

Returned products must not have been worn, used, or damaged and must include all original labels and security seals intact. Shoes must be tried on a carpeted surface and returned in their original box, which forms an integral part of the product. Underwear and swimwear must be tried on over the Buyer’s own undergarments and without removing the protective adhesive. Violation of the above conditions will result in the automatic rejection of the return request.

Within ten (10) days of delivery, the Buyer may exchange a purchased product for another identical item in a different size and/or fit, if available. After the expiry of such period, exchange requests may be accepted only upon AALF’s sole and exclusive approval. Exchanges must also comply with the R.M.A. procedure described above. The replacement product will be shipped free of charge to the Buyer.

In all cases, products must be returned in their original packaging. Unauthorized returns and/or exchanges will not be accepted. Returns and/or exchanges that do not comply with the procedure described herein shall, in any case, be considered unauthorized.

Compliance with Laws and Ethical Standards

The Buyer expressly acknowledges and agrees that AALF is committed to complying with all applicable laws and adhering to the highest ethical standards. The Buyer represents and warrants that it will not engage in any transaction that could place the Buyer and/or AALF in violation of applicable laws, regulations, rules, and codes of conduct, including but not limited to those relating to anti-corruption, money laundering, sanctions, embargoes, health and safety, copyright and other intellectual property rights, anti-discrimination, child labor, environmental protection, and human rights. The Buyer shall act in accordance with the highest professional, ethical, and social responsibility standards.
The resale of products purchased on this website is strictly prohibited.

Confidentiality

The Buyer agrees that, in the course of or in connection with the execution and/or performance of the Contracts, it may be necessary and appropriate for AALF to share or provide confidential and/or proprietary information, such as production processes, raw material costs, catalogues, images, and similar materials. The Buyer undertakes not to disclose such information to any third party without AALF’s authorization. The Buyer shall maintain such information in strict confidence, use it solely for the performance of the sales contract, and return it to AALF upon request.

Social Responsibility

The Buyer acknowledges that the Products are high-quality fashion items of premium image and that many of such Products are manufactured in accordance with the international SA8000 standards.

Privacy

Pursuant to the applicable privacy regulations, the collection and processing of personal data shall be carried out in compliance with the legislation applicable to the subject matter of these Terms and in fulfillment of all contractual, fiscal, and tax obligations arising from the sales contracts governed herein, including any credit recovery companies. The Buyer expressly consents to the processing of personal data for the purposes indicated herein.

Banking data will not be recorded and/or stored on the AALF website but will be maintained exclusively within the banking databases used for transactions. Although AALF has taken all reasonable precautions to ensure the security of personal data, the Buyer acknowledges that data transmission over the internet is never completely secure and that any information disclosed online may be collected and used by parties other than those for whom it was intended.

Purchasing from AALF implies full knowledge of the rules governing the processing of personal data as published on the website. The Buyer declares to have read and approved such policy prior to each transaction.

Intellectual Property Rights

The Buyer expressly acknowledges and agrees that, except as strictly necessary for the performance of the Contracts, these Terms (i) do not transfer any right, title, and/or interest in patents, trademarks, trade names, logos, designs, copyrights, or any other intellectual property rights incorporated in or associated with the Products or with any other material received from AALF, including brochures, photographs, catalogues, and similar materials; and (ii) do not grant any right to use, apply for, or register trademarks and/or logos related to the Products as owner, user, or otherwise. Any goodwill arising from the Buyer’s use of trade names, trademarks, and/or logos related to the Products shall accrue solely to the benefit of AALF and/or the manufacturers, and the Buyer shall have no right to any compensation for such goodwill or otherwise. The Buyer shall promptly inform AALF of any known or threatened infringement of any intellectual property rights related to the Products. Upon request and at AALF’s expense, the Buyer shall assist AALF in any action that AALF deems appropriate to undertake in relation to such infringements. AALF shall have the right to use the Buyer’s trade names, logos, and trademarks in advertising, promotional materials, and on AALF’s websites.

The Buyer’s use of any of the aforementioned intellectual property rights or images at its own premises shall be subject to AALF’s or the relevant Brand’s prior written consent.

All content on the AALF website (including designs, illustrations, photographs, text, graphics, descriptions, trademarks, images, and videos) is the exclusive property of AALF and/or has been licensed to AALF for use. Therefore, it is expressly prohibited to reproduce, distribute, publish, disseminate, copy, modify, or sell, in whole or in part, any content from the AALF website in any manner whatsoever.

The AALF website may contain imperfections, and the related products are sold “as is” and “as available.” By using the AALF website, the Buyer assumes all risks associated with such use, including data loss and the costs of servicing or repairing any equipment and/or software used in connection with the site. Accordingly, the Buyer waives any claims against AALF for damages arising from or related to the use of the site, including claims by third parties.

Governing Law – Jurisdiction

These Terms and Conditions of Sale, and any sales contract based thereon, shall be governed exclusively by the substantive law of Italy. Any dispute arising out of or in connection with these Terms shall be submitted exclusively to the jurisdiction of the Court of Pisa, Italy.