TERMS AND CONDITIONS OF SALE

Premise:

Users are invited to carefully read these General Conditions of Sale before proceeding with any purchase. By ticking the "I accept the terms and conditions" box when purchasing online, the Customer accepts all these general conditions, which are an integral part of the online sales contract stipulated via the Internet between the buyer/consumer, hereinafter referred to as “CUSTOMER” and the company Nespoli Fungi (on the web nespolifunghi.it) hereinafter referred to as “SELLER”. The General Conditions apply to online purchase orders placed on the website www.nespolifunghi.it.

1. General Provisions.

• The terms and conditions indicated below (the “General Conditions of Sale”) form an integral part of the contracts concluded between the Seller Nespoli Funghi (for simplicity from now on the wording Seller will always mean the Nespoli Funghi Company located in Bergamo in via S. Spaventa) and the Buyer for the supply of the Seller's products (the "Products").

• The General Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without the need for there to be an express reference to them or a specific agreement to this effect at the conclusion of each individual transaction. Any different conditions or terms apply only if confirmed in writing by the Seller following an order received at by post, telephone, email, WhatsApp, messenger or via DM (direct message).

• The Seller reserves the right to modify, integrate or vary the General Conditions of Sale if deemed necessary. The seller undertakes to inform the Buyer via written communication.

2. Offers and Orders.

• The Seller's offers are always to be considered subject to final reconfirmation by the Seller, even after acceptance by the Buyer, in particular with reference to quantities, prices and delivery terms.

• Orders placed by the Buyer are not considered accepted until they have been confirmed in writing by the Seller. In the event that the Seller does not provide written confirmation of a verbally negotiated order, the issuing of the receipt or invoice by the Seller or the execution of the order or the successful shipment by the Seller will be considered as confirmation .

• Orders and/or modifications to orders placed verbally or by telephone must be confirmed in writing by the Buyer. Otherwise the Seller assumes no responsibility for any errors or possible misunderstandings.

3. Prices and Payment Terms.

• The prices of the products indicated in the 'Price list for private customers' include VAT.

• Offers are to be considered F.co. for amounts exceeding 50 euros of expenditure (applies only to shipments within Italian territory) unless otherwise agreed in writing between the parties. Shipping costs for orders under 50 euros must be expressly accepted by the Buyer while for shipments outside the national territory a quote will be made which must be accepted by the Buyer. The order will not be considered concluded until the Buyer has accepted the shipping costs in writing.

• In the event that the Buyer does not make payment within the terms and according to the methods indicated by the Seller, the order will not be considered accepted. In such cases, the Seller may request advance payments (usual procedure for new customers)

• The accepted payment methods are as follows:

1. Bank transfer (the management costs of the same are borne entirely by the buyer and, especially for non-EU countries, forms of payment involving shared commissions are not accepted.

This condition is considered valid for the immediate cancellation of the order purchase)

2. Credit cards via Pay-by-Link

3. Debit cards or prepaid cards via Pay-by-Link

4. ATM through Pay-by-Link

4. Delivery Terms.

• The Buyer undertakes to provide the detailed address of the place where he intends to receive his purchase. For the completeness of the data, you will also provide your email and/or mobile number which will be entered as a contact method for the carrier; • The indicative delivery time is that specified in the shipment confirmation.

• The reference delivery times are 24 hours for the mainland of the national territory and 24/48 hours for the islands and special territories (Lugano, Campione...). These times are to be considered indicative.

• The Seller reserves the right to reasonably make partial deliveries or split shipments.

• Any liability for delivery resulting from force majeure or other unforeseeable events not attributable to the Seller (including strikes, lockouts, provisions of the public administration, subsequent blocks of export or import possibilities, taking into account their duration and range). Such events release the Seller from the obligation to respect any previously established delivery deadline.

• The Seller is not obliged to accept returns of products, unless expressly agreed in writing. Any costs incurred for this purpose are the responsibility of the Buyer.

4a. Delivery terms, payment and special provisions relating to the GIFT option

• If you choose the gift option, orders will be managed in such a way that the recipient of the gift will in no way be aware of the amount spent by the buyer.

• Once payment has been received from the buyer, the receipt relating to the purchase will be delivered to the same (to his email address or possibly via text message), while the package, containing the product duly gift-wrapped, will be delivered to the recipient. The tracking information will be provided to the buyer together with the transmission of the receipt.

• Nespoli Fungi undertakes to include in the gift package the information suitable for the correct use and conservation of the product given via the label applied to it or if we deem it necessary via an additional explanatory sheet.

5. Duty of Inspection, Control and Acceptance of Products.

• Upon taking delivery of the Products, the Buyer must immediately:

1. check the quantities and packaging of the Products and record any objections in the carrier's delivery note; if any discrepancies, tampering or damage suffered by the package itself are detected, they must be reported to the courier in the person making the delivery and must be duly reported on the delivery sheet.

2. carry out a conformity check of the Products with respect to what is indicated in the purchase order confirmation.

• In the event of the presence of defects, the Buyer must comply with the following procedures and terms:

1. the communication must be made within no more than 2 (two) working days from the receipt of the Products by the Buyer. In the event that the complaint relates to a defect which, despite the initial inspection, has remained hidden, the complaint must be made as soon as possible by the end of the working day on which the defect was discovered and, in any case, no later than 8 (eight) working days from taking delivery of the Products;

2. the detailed communication must be sent in writing to the Seller within the terms indicated above. Any communication made by telephone is not accepted;

3. the communication must clearly specify the type, amount of defects cited, photographs 8 proving the damage) and shipping documents;

4. the Buyer agrees to make the disputed Products available free of charge, at the simple request of the Seller, for inspection; this inspection will be carried out by the Seller.

• No dispute with reference to the quantities, quality, type and packaging of the Products can be made except through the communication affixed to the carrier's delivery note in accordance with the procedure indicated above.

• Any Product for which no dispute has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Buyer.

6. Warranty Terms.

• The Seller guarantees that the Products comply with the technical specifications of the manufacturer.

• the Seller, although not acting on the goods he markets, is personally liable for the individual producers of the raw material. The management of the product warranty and therefore also the management of non-conformities linked to intrinsic problems of the product, linked to its quality and safety will be managed by the Seller who will promptly inform the manufacturer.

• The Seller is not responsible for any damages to the Buyer, unless this is required by applicable law or appears in a written agreement. • General, special or incidental damages are excluded, as are damages resulting from the use or inability to use the Products.

7. Limitation of Liability.

Except in cases of justified dispute raised in accordance with the provisions of the previous article 5, the Buyer is not granted any further right or remedy. In particular, the Seller is not responsible for any compensation requested for breach or non-performance of the contract, for any direct damage or loss of profit suffered by the Buyer as a result of use or non-use except for cases covered by warranty indicated in article 6 or in case of willful misconduct or gross negligence on the part of the Seller.

The Seller will do everything in its power to deliver the Products within the agreed terms, but in no case may it be held liable for damages directly or indirectly caused by the delayed delivery of the Products, unless it directly depends on the failure to deliver them to the carrier within established times.

8. Retention of Title.

• The Products supplied remain the full property of the Seller until the date on which the Buyer has paid the entire price of the same and all sums due to the Seller.

• In the event that in the country in which the Buyer has his domicile, administrative or legal formalities are required for the completion of delivery and therefore of the sale, the Buyer undertakes from now on to collaborate with the Seller and to all the necessary documents are in place in order to obtain and facilitate the actions necessary for the completion of the delivery.

9. Express termination clause

The Seller will have the right to terminate with immediate effect, pursuant to art. 1456 of the Civil Code, the contract/order, with immediate effect, by simple written communication, in the event of:

1. delay or failure to pay the goods by the Buyer according to the payment terms indicated in the art. 3;

2. lack of clarity in communications such as to make it impossible to complete the shipping phase. Data provided incomplete or such that the shipping phase cannot take place. If, following the request for integration of the information, adequate additional communication is not received, the order placed will be considered null and void and procedures will be initiated for any refund if due.

10. Processing of Personal Data.

The Buyer's personal data will be processed in accordance with the provisions of Community and Italian legislation on the processing of personal data (EU Reg. 679/2016; Legislative Decree 196/2003 and subsequent amendments). The Seller informs the Buyer that the Seller is the data controller and that the Buyer's personal data are collected and processed exclusively for the execution of this agreement and the obligations established by law, a community regulation or other applicable legislation . The Buyer declares to have received from the Seller, before the collection of personal data by the same, the information referred to in the art. 13 of EU Regulation 679/2016 intended for customers.

11. Applicable Law.

• If the Buyer is a subject under Italian law, these General Conditions of Sale and all contracts stipulated by the latter with the Seller are intended to be governed by Italian law.

• However, if the Buyer is a person of nationality other than Italian, these General Conditions of Sale and all contracts stipulated by the latter with the Seller are intended to be governed by the 1980 Vienna Convention relating to International Sales Contracts of Movable Goods, and, to the extent not provided for therein, by the UNIDROIT Principles for International Contracts, as well as, to the extent not provided for therein, by Italian legislation with the exclusion of the rules of private international law.

12. Arbitration. Jurisdiction.

1. Any dispute arising between the parties following the interpretation, validity or execution of these General Conditions of Sale and the related contracts stipulated will be resolved by ritual arbitration, in accordance with the Regulations of the Arbitration Chamber of the Bergamo Chamber of Commerce, which parties expressly declare that they know and accept, from n. 1 arbitrator appointed according to the above Regulation. The arbitrator will decide according to law. Place of arbitration will be Bergamo. The language of the arbitration will be Italian.

2. In the event of a dispute that cannot be compromised in arbitration, the Court of Bergamo will have exclusive jurisdiction.

3. It is also understood that only the Seller, at its own discretion, will have the right to renounce the jurisdiction of the arbitration body referred to in the previous paragraph 1. or the jurisdiction of the exclusive court referred to in the previous paragraph 2. to take legal action in the against the Buyer, at his domicile and at the competent Court therein.

13. Final Provisions.

• The invalidity in whole or in part of individual provisions of these General Conditions of Sale does not affect the validity of the remaining provisions.

• These General Conditions of Sale are drawn up in Italian. Valid from 01 November 2022 (update no. 2) Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the Purchaser specifically approves the provisions referred to below:

Art. 1 - Applicability of the general conditions of sale to all contracts;

Art. 3 - Failure to pay within the deadlines and subjection to insolvency proceedings;

Art. 3 - Prices and payment terms;

Art. 4 - Delivery terms;

Art. 5 - Duty of inspection, control and acceptance of products;

Art. 6 - Warranty terms; Art. 7 - Limitation of liability;

Art. 9 - Retention of title;

Art. 11 - Applicable law;

Art. 12 - Arbitration. Jurisdiction;

Art. 13 Final provisions.