Terms & Conditions of Sale
Last updated [11/04/2023]
1. Scope
1.1. In addition to the privacy policy which governs the use of the website mapel.it (the “Site”), these Terms and Conditions (the “T&C”) apply to orders of products offered for sale on the Site by Mapel SPA registered with the Camera di Commercio Industria Artigianato e Agricoltura PISTOIA-PRATO under number PO-269459, and whose registered office is located at Via Strozzi 79/81/83, 59013 Montemurlo (PO) , intra-community VAT number IT00257530972 (“Mapel SPA”), to professional buyers (each a “Purchaser”). Mapel SPA and the Purchaser are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
1.2. These T&C shall apply without restriction nor limitation to all orders of products offered for sale by Mapel SPA on the Site, irrespective of the provisions that may be contained in Purchaser’s documentation, and in particular, the Purchaser’s general conditions of purchase.
1.3. In order to make a purchase on the Site, the Purchaser must unreservedly accept these T&C. The T&C applicable to the order are those accepted by the Customer when placing the order.
1.4. The sale of Products by Mapel SPA on the Site is reserved to professional buyers, i.e., companies with a company registration number, purchasing the Products for their exclusive use in the context of their professional activities: either own consumption or insertion/use in the Purchaser’s own production. In other words, by purchasing Products on the Site and accepting this T&C, Purchaser hereby expressly agrees and acknowledges that: (i) he/she is a professional buyer, acting in the name and on behalf of a company with a company registration number, purchasing Products in the context of its professional activity, (ii) he/she has full power and authority to enter into an agreement with Mapel SPA in the name and on behalf of the company that he/she represents, and (iii) Mapel SPA strictly prohibits the resale of the Products “as is” (“visto e piaciuto”) and therefore commits not to resell the Products “as is”.
1.5. Purchaser is responsible for the security of its account and password on the Site. Mapel SPA will not be liable for any damages and expenses arising out of or relating to any unauthorized use of such password.
1.7. Mapel SPA may at any time modify these T&C and will post a copy of the amended T&C. The amended T&C shall automatically replace and supersede the then previous version of the T&C. For the avoidance of doubt however, the amended T&C, once posted online, will apply to orders placed as of such date, and orders already placed will remain to be governed by the T&C applicable when such orders were placed.
2. Products
2.1. The products offered for sale on the Site by Mapel SPA are leftovers, deadstocks and/or recycled items of any Affiliated company or Partners of Mapel SPA including without being limited thereto, scrap pieces or rolls of fabric or skin, buttons, zippers, ribs, etc (the “Products”), including samples of Products.
For the purposes of the T&C the term “Affiliate” means any entity that controls, is controlled by or is under common control with Mapel SPA, including its subsidiaries. Moreover, “Partner” means any entity, excluding Affiliates, that has entered into a contractual relationship with Mapel SPA to collaborate on the resale of its leftovers, deadstocks and/or recycled items.
2.2. Availability
Mapel SPA shall indicate on the Site the list of Products available for purchase. These are available within the limit of the stocks in reserve, which vary according to the Products.
Should the Products be totally or partially unavailable after the placement of an order, the Purchaser will be notified by e-mail as soon as possible of the unavailability of the Product and of the total or partial cancellation of their order. The Purchaser will be required to confirm its acceptance of the modified order or its cancellation of its initial order.
Any modification or cancellation of any order resulting from the above shall trigger refund of the corresponding amount(s) to Purchaser, as soon as reasonably possible and, at the latest, within 30 days of the Customer’s payment.
2.3. Condition
Mapel SPA reminds the Purchaser that the sale on the Site relates only to Products which are coming from leftovers, deadstocks and/or recycled items of Affiliated Companies or Partners and therefore may have defects.
Mapel SPA takes the greatest care in presenting the Products on the Site. Nevertheless, the Products are sold to Purchaser “AS IS”. In particular, it is remined to Purchaser that the photographs illustrating the Products are for information purposes only and do not fall within the scope of the contract. Indeed, although every effort is made to ensure that the shade, colour or brightness, drape, fall, transparency, elasticity, creasing or touch and feel of the Products, whose photos are displayed on the Site, are faithful to the original products, variations may occur, particularly due to the technical limitations of the colour rendering of computer equipment. In addition, due to batch-to-batch variations, products variations may occur in relation to (i) the thickness of the Products as well as (ii) yardage and width of fabric and laces related Products and (iii) size of skins in respect to leather products, within the customary Industry Tolerance as defined hereafter, which Purchaser acknowledges and accepts.
For the purposes hereof, the Industry Tolerance shall refer to yardage and width of fabric and laces related Products as well as to size of skins of leather related Products and shall mean:
- a tolerance of five (5%) percent for textile items (other than fabric panels) and/or
The Purchaser is responsible of its choice of Products in view of its own contemplated manufacturing process, and of the adjustment of his manufacturing process to the Products it purchases on the Site. Further, Purchaser is liable for any treatment applied to the Products by the Purchaser.
2.4. Minimum quantity
There is no minimum quantity to order.
However, since we do not propose cuts, the minimum order quantity is the smallest length available on the product page and depends on each reference /colour.
3. Orders/Prices
Ordering Process
3.1. To place an order, the Purchaser must comply with the Terms of Use of the Site and acknowledge having read and accepted these T&C. Sales shall be perfected only after Mapel SPA has expressly accepted the Purchaser’s order in writing. Mapel SPA shall notably verify whether the requested Products (and quantities listed in the order) are available. Also, Mapel SPA reserves the right to not pursue the order from a Purchaser that is not current in its payments.
3.2. All the steps necessary to conclude the sale of Products are detailed on the Site. The Purchaser has the possibility, before definitively validating his order, to check the details of the order, its total price as well as the preparation and shipping costs before confirming it to express his acceptance.
3.3. As soon as the Purchaser has validated his order, Mapel SPA will (i) confirm the order by electronic means, specifying sales taxes and shipment details of the Products (to the exclusion of customs duties as referred to under Article 3.7). The Purchaser will also receive (ii) a confirmation of payment and (iii) a confirmation of shipment by electronic means.
3.4. In the event of prolonged inactivity of more than 15 minutes when connecting to the Site, it is possible that the selection of Products chosen before this inactivity is no longer guaranteed, in which case the Purchaser will be invited to resume his selection of Products from the start. Given the limited stocks, the availability of the Products cannot be guaranteed in this case.
3.5. The benefit of the order is personal to the Purchaser and may not be transferred without Mapel SPA’s express written agreement.
3.6. The Purchaser may request an amendment to its order from Mapel SPA, by emailing at orders@mapel.it provided no later than 1 day after Mapel SPA’s written confirmation of the order. Mapel SPA reserves the right to accept or refuse such requests depending on its capacity to do so and at its sole discretion. Beyond such time-period or in the event Mapel SPA refuses the amendment requested by Purchaser, any change to or cancellation of the order by the Purchaser for any reason whatsoever other than force majeure shall automatically lead to the payment of a penalty equal to 30% of the amount (before tax) of such order as damages. The Products are sold outright and may not be returned for credit or exchanged.
3.7. The Products are sold and invoiced to the Purchaser on the basis of the price set forth on the Site on the date Mapel SPA confirms the order. Such prices are firm, excluding sales tax and preparation and shipping costs. Sales tax, preparation and shipping costs will be invoiced in addition and are also specified on the Site before Purchaser proceeds to the final validation of the order.
With respect to exports:
– within the European Union, the prices are expressed exclusive of tax and the Products are delivered duty paid (DDP) in accordance with the International Chamber of Commerce’s Incoterms 2020;
– outside the European Union, the Products are delivered at place unloaded (DPU) in accordance with the International Chamber of Commerce’s Incoterms 2020.
4. Payment terms
4.1. The price is payable in whole in one instalment on the Site (handled online securely by our service providers Adyen and Cardinal Commerce) as part of the checkout process. By exception to the above, and subject to prior written agreement of Mapel SPA on a case-by-case basis (at Mapel SPA discretion), payment can be made by bank wire transfer within two (2) business days as from the date of receipt of the order confirmation email.
Products will not be dispatched until Mapel SPA has received payment of the full price from the bank wire transfer (if this payment method has been subject to the prior written agreement of Mapel SPA).
4.2. If, for any reason whatsoever, it proves impossible to debit the sums due by the Purchaser, the order will be immediately cancelled.
4.3. In the event of non-compliance with the payment terms set forth above, Mapel SPA reserves the right to suspend or cancel the delivery of the Purchaser’s outstanding orders, and to demand immediate payment of all amounts due, even with respect to other deliveries as well as late payment penalties calculated at a rate of three times the statutory interest rate and applied to the price (inclusive of tax) set forth in such invoice shall automatically and as of right accrue to Mapel SPA without any formality or prior notice being required.
4.4. Finally, a flat-rate fee for collection expenses in an amount of 40 euros shall be due, as of right and without prior notice being required, by the Purchaser in the event of a payment default. Mapel SPA reserves the right to demand that the Purchaser pay additional indemnification if the actual collection fees incurred exceed such amount (upon presentation of supporting documentation).
4.5. In the event of unavailability of the Product(s) ordered, the price of the unavailable Product(s) will be refunded to Purchaser.
5. Deliveries
5.1. When Purchaser places its order, Mapel SPA shall indicate to the Purchaser the estimated delivery date for the Products that are the subject matter of the order. This date does not constitute a strict deadline and Mapel SPA shall not to be liable to the Purchaser in the event of a late delivery not exceeding the estimated delivery date plus six (6) weeks as from the receipt by Mapel SPA of a written formal demand notice from the Purchaser. In the event of a delay beyond such period, the Purchaser may demand that the delayed order be cancelled and get a refund of the price paid for such cancelled order. In such case, the cancellation of the order and refund of price will be Purchaser’s sole remedy in relation to the relevant delayed order, to the exclusion of any further damages.
5.2. The Purchaser must accept any partial delivery of its order so long as all Products whose order is confirmed are delivered as per the conditions hereabove.
5.3. Under no circumstances shall Mapel SPA be liable in the event of a delay or a suspended delivery attributable to the Purchaser or in the event of force majeure. An event of force majeure notably includes events such as social mobilisation, war, pandemic, total or partial strikes, lock-outs, requisitions, raw material shortages, supplier or subcontractor defaults, fire, machinery accidents, interruptions or delays in transport or any other event that impedes Mapel SPA’s activities or the activities of its suppliers or sub-contractors.
5.4. Deliveries shall be made by direct presentation of the Products to the Purchaser. The Purchaser must verify the apparent state of the Products upon delivery. In addition to Purchaser’s obligations to notify any damages/missing Products to the transporter in the conditions (delay and format) set forth by article L. 133-3 of the French commercial code, as applicable, failing any reservations expressly made by Purchaser in writing and accompanied by the bill of delivery sent by fax or by registered mail to Mapel SPA within 5 business days as from the delivery date, the Products delivered by Mapel SPA shall be deemed to comply with composition and yardage (subject to the Industry Tolerance as defined hereabove) mentioned on the order. No claim may be validly accepted in the event the Purchaser does not comply with all these formalities.
5.5. Mapel SPA shall not be bound by its obligations to deliver if the Purchaser does not comply with any or all of the obligations contained herein and in particular in the event of a failure to comply with the payment terms or in the absence of or delay in the transmittal of information, authorisations or approvals.
5.6. This Site only ships Products to addresses in the European Union, the United Kingdom, Switzerland, Norway and Serbia, except as otherwise specifically agreed between Mapel SPA and the Purchaser on a case-by-case basis.
In the case of exports, the Products shall be invoiced as follows:
– within the European Union, delivered duty paid (DDP) as defined by Incoterms DDP;
– outside the European Union, delivered at place unloaded (DPU) as defined by Incoterms DAP.
Mapel SPA shall be deemed to have fulfilled its delivery obligations once the ordered Products are provided to the Purchaser.
5.7. Please note that Mapel SPA also offers the option of pickup delivery, for Purchaser located outside the European Union only. To benefit from this option, the Purchaser may contact Mapel SPA at info@mapel.it before completing the order on the Site. The Purchaser will then organise the pick-up of his/her order himself, at the place and time indicated by Mapel SPA by mail.
6. Product returns
All return of Product by the Purchaser, for any reason whatsoever, shall be subject to the express prior written agreement of Mapel SPA. The Purchaser may not request the return of any Product that is not justified by duly demonstrated non-conformity or defect, returns are subject to a prior formal written agreement with Mapel SPA, in the conditions detailed below.
Purchaser can only return products which the Purchaser has duly proven to be non conforming with respect to composition of the fabric or yardage (subject to the Industry Tolerance as defined hereabove) and has notified the same in the conditions set forth in article 5.4 above, it being specified that the Products must be returned intact, in the exact same condition as it has been purchased in its original packaging and wrapping. Products returned used or cut, incomplete, damaged, deteriorated or soiled by the Purchaser shall not be reimbursed.
Purchaser may only submit Product return request within five (5) business days following the date of delivery of the Product.
All other return claims shall be refused by Mapel SPA.
To return a Product, the Purchaser must fill the attached module.
To return a Product, the warranty seal must be intact.
The Purchaser will enclose the return form with his package. Without these elements, the return will not be accepted.
Mapel SPA will send the Purchaser an acknowledgement of receipt to confirm whether his return request has been accepted or not.
The expenses and risks of return shall always be borne by the Purchaser. It is specified that parcels sent postage due will not be accepted. Any return accepted by Mapel SPA shall give rise to either replacement (if possible) or reimbursement (at the option of Mapel SPA) in favour of the Purchaser after verifications of the purchased Products.
7. Liability of Mapel SPA – Composition and/or yardage warranty
7.1. Although Mapel SPA takes every step necessary to assure accurate representation of Products displayed on the Site, Products are sold “AS IS” without warranty of any kind, but for composition of the fabric and yardage (subject to Industry Tolerance as defined hereabove).
7.2. This composition and/or yardage warranty is limited to the replacement (if possible) or reimbursement of non-conforming Products. The warranty shall not apply in cases of improper use, negligence or a default in maintenance on the part of the Purchaser, or in cases of normal use of the Product or the event of force majeure.
7.3. For the purpose of asserting its rights and on pain of foregoing any claim relating thereto, the Purchaser must inform Mapel SPA in writing of the existence of non conformity in the conditions set forth under articles 5.4 and 6 above.
7.4. Mapel SPA shall replace or refund any such return prorate the quantity of Products impacted.
7.5. The warranty shall not apply if the Products were subject to abnormal use or were used under conditions other than those for which they were manufactured. The warranty shall also not apply to damage arising from an impact, fall, negligence, lack of supervision or maintenance, or in the event of a transformation of the Product.
7.6. Mapel SPA shall in no event be liable for an amount exceeding the price of the Product which is the subject of a claim. Under no circumstances shall Mapel SPA be required to indemnify for lost profit, loss of use or any indirect or special damages.
8. Intellectual property
8.1. Mapel SPA and/or its Affiliated companies and Partners retains all industrial and intellectual property rights relating to the photographs, technical and sales documentation and to any other element featured on the Site, which may not be communicated nor enforced without written authorisation.
8.2. When purchasing the Products on the Site, the Purchaser only acquires the material property of the Products without any kind of intellectual property rights potentially attached to the Products, from Mapel SPA and/or its Affiliated companies and Partners.
As a result, no warranty of any kind, expressed or implied, is made by Mapel SPA regarding especially some potential intellectual property rights attached to the Products, which the Purchaser acknowledges and accepts.
8.3. Regarding the sourcing of the Products, the Purchaser, in the context of the commercialization of the Products once integrated into its own production, including but not limited to the communication, the offer to sale, the sale thereof, undertakes not to make any reference and/or mention of the origin of the Products on the products deriving from the use of the Products, including but not limited to related labels, notices, leaflets, packaging.
9. Retention of title – Transfer of risk
9.1. Mapel SPA retains title over the Products sold up until the payment in full of the price by the Purchaser, thereby allowing Mapel SPA to regain possession of such Products.
9.2. As a result, until delivery of the Products to Purchaser, Mapel SPA undertakes to insure the Products at its own expense with appropriate insurance Transfer of risks on the Products shall occur upon delivery to Purchaser.
10. Unforeseeable changes
In the event of a change of circumstances that was unforeseeable at the time the order was confirmed by Mapel SPA, in accordance with the provisions of Article xxxx of the Italian Civil Code (Codice civile), the Party that did not accept to bear the risk of excessively costly performance may demand from its counterparty that the relevant order be renegotiated. In case the Parties do not reach an agreement on such renegotiation, and by exception to the provisions of Article xxxx of the Italian Civil Code (Codice civile), each Party can terminate the order (and Purchaser would be refunded for any amount already paid) by sending the other party written notice and without indemnification for either Party.
11. Specific performance
The Parties expressly waive their rights under Article 1221 of the French Civil Code (Code civil).
12. Defence of non-performance
Pursuant to Article xxxx of the Italian Civil Code (Codice civile), each Party may refuse to perform its obligations under any order, even when due, if the other Party does not perform its own obligations under such order and if such failure to perform is sufficiently serious, i.e., it is likely to call into question the continuation of the relevant order or fundamentally upset the order’s economic balance. Suspension of performance shall take immediate effect upon the receipt by the defaulting Party of a notice of default provided to it for such purpose by the Party suffering the non-performance and setting forth such Party’s intention to invoke the defence of non-performance for as long as the defaulting Party has not remedied the breach, which notice must be sent by registered mail with acknowledgement of receipt requested or by any other lasting written form which allows proof of transmittal to be preserved.
Such defence may also be used for preventive purposes in accordance with the provisions of Article xxxx of the Italian Civil Code (Codice civile) if it is manifestly apparent that one of the Parties will not perform its obligations when due and that the consequences of such failure to perform are sufficiently serious for the Party suffering the default. Such option shall be used at the risk and peril of the Party that avails itself of such option.
Suspension of performance shall take immediate effect upon the receipt by the Party presumed to be in default of a notice setting forth the intention to enforce the defence of preventive non-performance until such time as the Party presumed to be in default performs the obligation for which a future breach is manifestly apparent, which notice must be sent by registered mail with acknowledgement of receipt requested or by any other lasting written form which allows proof of transmittal to be preserved.
13. Jurisdiction
All disputes which may arise between the Parties from these T&Cs and all transactions arising therefrom, whether related to the validity, interpretation, performance and/or termination of the same, as well as the consequences thereof, shall be subject to the exclusive jurisdiction of the Italian Court (Corte di Cassazione).
14. Applicable law – language
The Parties expressly agree that these T&C and all transactions arising therefrom shall be governed by Italian law.
These T&C are drafted in English. To the extent that they are translated into one more language(s), only the English version shall prevail in the event of a dispute.
15. Purchaser’s acceptance
These T&C are expressly accepted and agreed to by the Purchaser who places an order on the Sie. The Purchaser represents that it is fully aware of these T&C and, consequently, renounces from availing itself of its own general conditions of purchase.
