B2B TRADE S.R.L. Vat number 05050810281, with registered office in Padua (PD), Viale della Navigazione Interna 51/A, Italy ( also called the "Supplier") on the one hand, and CLIENT ( "Dropshipper") on the other - premise that - B2B TRADE S.r.l. is a company that distributes clothing and fashion accessories, through its portal www.griffati.com to a network of retailers, - the Customer intends to carry out an electronic commerce activity concerning the products marketed by B2B GRIFFATI, adopting its management specifications, the characteristics of its structure and its mode of service, all this being said, we agree the following:

1) THE SERVICE

1.1) The DROPSHIPPING service by the Supplier, consisting in the provision of different types of plugins to the Customer for some e-commerce platforms, web services API and files in electronic format containing codes, descriptions, availability, list prices, any links to the product sheets and any links to the images of the product sheets (hereinafter called "Contents") of the contents listed on the site * .griffati.it / * .griffati.com
This Dropshipping service allows the Dropshipper to resell the respective products in the B2B GRIFFATI dropshipping catalog through their web channels with the advantage that the B2B GRIFFATI supplier will directly ship the goods to the destination indicated in the purchase order received, thus freeing The Dropshipper with logistical tasks.
B2B GRIFFATI reserves the right to exclude from the dropshipping catalog some products and brands at its own discretion or for commercial constraints even if published on the griffati.com website for exclusively B2B sale. Some product brands may be excluded from dropshipping sale to for some countries.
1.2) The Dropshipper can only purchase the products listed on the dropshipping price list at the price indicated in the catalog and without a minimum order / pieces. The purchase of products is not included in the monthly payment.
1.3) B2B GRIFFATI will manage the delivery to the final destination indicated in the order received on behalf of the Dropshipper, guaranteeing the shipment with its accredited couriers, starting the goods at its sole discretion from its own logistics centers or directly from the suppliers / manufacturers. The package will be registered in the name of the website or sign of the dropshipper and reports the shipping address of the sender or the logistics of B2B GRIFFATI.
The order is prepared in logistics regularly within 24-72 working hours from the receipt of payment and delivered according to the shipping standards of our carriers depending on the delivery areas which can take from 2 to 5 working days. For unforeseen causes not dependent on our will, the order may suffer further delays in the preparation process that the supplier will promptly notify the customer.
Once the order has been processed in logistics, it will no longer be possible to make changes or cancel the order.
It is not allowed to pick up goods and orders with your own carrier.
We do not accept shipments with cash on delivery.
1.4) The payments that the Dropshipper will make to B2B GRIFFATI will be made according to the payment methods available on the e-commerce platform and B2B GRIFFATI will prepare the order in logistics only after accreditation of payment has been received.
1.5) Shipping costs are always borne by the Dropshipper and will be calculated automatically by the e-commerce platform of B2B GRIFFATI on each order.
For some orders, it may be necessary to pay an integration for the shipping costs calculated by the e-commerce platform, as there may be situations not predictable by the system, for example remote delivery areas or greater weight-volumetric. Failure to pay any supplement will result in the cancellation of the order.
Shipping costs are non-refundable. In cases of non-delivery due to incorrect address, refusal of the parcel or unavailability of the recipient will be charged to the Dropshipper € 5.00 for the management of the shipment plus any charges that the courier will charge to B2B GRIFFATI, such as storage costs, the costs of the return shipment, the Italian customs clearance (in case the parcel returns from a non-EU country), etc. For shipments to countries outside the European Union, the courier may ask the recipient for any customs clearance charges (duties, VAT, customs fees, etc.) that depend on the regulations of the country of destination of the shipment. The Dropshipper is required to inquire at its Customs Office or at the Customs Office of destination of the shipment and is required to inform its Customer about any request for charges that may be received by the courier.
For goods that are returned from countries outside the European Union, the Italian customs clearance charges (duties, VAT 22%, customs fees, etc.) are always borne by the Dropshipper.
1.6) B2B GRIFFATI cannot be held responsible for any warehouse stock errors for which some items may no longer be available for sale as well as for the partial or total conclusion of the order received. In this case B2B GRIFFATI will make a full refund within 10 working days for the missing items.
1.7) Some catalog products or EAN codes may not be accepted or recognized by the web marketplace platforms.
1.8) Some products in the catalog may not have the EAN codes.

2) OBLIGATIONS OF DROPSHIPPER

2.1) The Dropshipper undertakes to use the Service according to the indications provided by B2B GRIFFATI;
2.2) The Dropshipper may in no way replace the contents provided by B2B GRIFFATI in their entirety - except for any changes, translations and corrections;
2.3) The Dropshipper undertakes to make visible online only the products and related information indicated by B2B GRIFFATI as "publishable online" in the Service;
2.4) The Dropshipper may not transfer the Contents of the Services and the data to access them* with the exception of the mkt places and price comparators;
2.5) The Dropshipper accepts as of now all the technical changes that B2B GRIFFATI should make on the Service even without notice;
2.6) The Dropshipper, as consideration for the use of the Service, will pay B2B GRIFFATI the amount indicated in the following article "Fees and Costs of the service" without renewal constraints. The Dropshipper may suspend the renewal without notice;
2.7) While the Dropshipper has the autonomy to set the final retail price, they commit to setting a competitive price aligned with the relevant market, taking into account the Recommended Retail Prices (RRP) indicated on griffati.com, while ensuring an adequate profit margin.
2.8) The technical management for the integration of the catalog via CSV / XML / XLS files or API is entirely entrusted to the dropshipper. B2B GRIFFATI provides detailed documentation for API integration which can be consulted on its website. Technical assistance for the integration of the catalogue is not included in the price of the service.
2.9) For shipments with Extra EU destination countries, the Dropshipper must provide B2B GRIFFATI the respective invoice or proforma of sale (indicating own billing data, the recipient data, product details and sale prices) in order to allow the explement of the customs operations in the country of destination. In the absence of receipt of such documentation, the order will not be entrusted to the courier and will be cancelled within 7 days. Download here an example of the invoice / proforma required by customs and upload it from your orders personal area.

3) OBLIGATIONS OF THE SUPPLIER

3.1) B2B GRIFFATI will provide to the Dropshipper the passwords in order to access to the Services.
3.2) B2B GRIFFATI undertakes to guarantee the continuity of the service, except in cases of force majeure (such as, by way of example but not limited to, calamities and other natural events, national strikes, etc.), due to unforeseeable circumstances or technical failures, it being understood that in each of the aforementioned cases it will in any case be the responsibility of B2B GRIFFATI to promptly inform the Dropshipper and make every effort to restore the interrupted Service as soon as possible. Upon notification to the Dropshipper, B2B GRIFFATI may temporarily suspend the Service during ordinary / extraordinary maintenance. B2B GRIFFATI, while making every effort to restore the service promptly, cannot be held responsible for any direct or indirect damage caused as a result of the aforementioned suspension.
3.3) B2B GRIFFATI undertakes to keep the contents of the services updated.

4) RETURNS POLICY

4.1)  Return for incident

Any requests for return of the products by the Customer, must be authorized in writing by the Supplier. Returns requests must relate to goods that are defective, or do not correspond to the goods ordered or the right of withdrawal.
The products considered not to conform or defective, can be replaced only after an examination by the Supplier.  In this case, the shipping cost will be charged to the supplier.

B2B GRIFFATI reserves the right not to refund the Customer in the following cases:
- product which is not intact or whose original packaging (shoe box, dust bag) is missing or damaged;
- returns not authorized in writing or which are received after the established deadlines.
- In the case of defective or non-compliant or not corresponding to the ordered goods, it is necessary to make the request for return, within 10 days from receipt of the order indicated on the tracking; You will be asked to describe the damage in detail and attach photos to prove the extent of the damage, sending all details from your private area on our website.

4.2) Right of withdrawal

If your customer does not like the product received you can make the return within 15 days of delivery of the order indicated on the tracking.

To start the return request you must follow the following instructions:
-Access the "Profile" in the "My Orders" section
-Select the order to be returned
-Click on "Request Return" for the product you intend to return and select the motivation "I don't like the Product" from the dropdown menu.
-Then click on "Send Request"
-Wait for the email with instructions within 48 working hours (also check in spam)
-Send instructions to your final customer
-Return the product within 15 days of receiving the above email.

To cover management costs, please note that a €5 fee will be deducted from the total refund for each order returned due to a change of mind, and an invoice will be issued.

B2B GRIFFATI reserves the right not to refund in the following cases:
-Product not intact or with original packaging missing or damaged (e.g. shoe box, dust bag, etc.);
-No order number identification code;
-Made unauthorized or having exceeded the required time.
 

4.3) Return procedure
You can return the items subject to reconsideration independently with your trusted courier or using our couriers. The respective return costs for the products will always be borne by the dropshipper. If you choose our shipping service, you will have to pay in advance by paying online on our platform the amount of the shipment and any additional costs / customs duties at least 24 hours before the courier appointed by us is taken over. If, on the other hand, you choose your courier and you return orders from a country outside the European Union, the respective customs duties are at your expense and must be paid in advance and not at destination.

4.4) Refund procedure
The refund is provided in the form of credit charged to your account within a maximum of 10 working days from receipt of the product.
The credit can be consulted in your reserved area at the bottom of the "Profile" section.
The credit will be automatically used on your next order during the purchase process on our platform.
The credit can be used within a period of 24 months from the date of issue of the relative credit note and cannot be refunded in cash.

5) FEES and COSTS OF THE SERVICE

5.1) The costs of the Dropshipping Service include 2 mandatory subscription fees for the provision of the service:

- annual "Membership" fee valid for 12 months from the date of activation of the subscription for joining the dropshipping service;

- monthly "Dropship" fee valid for 30 days from the date of activation or last renewal, for the use of Plugins, API Web Services and for access to digital catalog resources / order sending to the griffati.com platform;

whose respective costs are shown in the table of services available at the here (price) which may have different prices depending on the type of subscription and which may vary over time.
There is no obligation to renew subscriptions or notice by the Dropshipper for non-renewal.
The service will not be renewed automatically as the Dropshipper will have to renew the service by placing the renewal order through the griffati.com website at the expiry of each subscription fee. After 12 months, the customer will have to pay both the annual fee and the monthly fee in advance in a single solution.
5.2) In the event of nonpayment of the monthly and annual renewal fee with respect to the terms indicated above, B2B GRIFFATI will automatically suspend the dropshipping service upon expiry of the subscription.
5.3) In the event of payment of the renewal fee following the suspension of the service, the same will be reactivated within 48 working hours.
5.4) The service in question, which is prepaid, will in no case be refundable to the Customer, not even partially. This contract, being concluded between business subjects (B2B) acting in the context of their own entrepreneurial activity, does not apply the consumer code (Legislative Decree No. 206 of 2005 and subsequent amendments and additions): therefore it is not provided the right of withdrawal for the customer and therefore no refund requests will be accepted.
5.5) Invoices relating to orders and services will be issued on the basis of each payment to the email address provided by the customer and downloadable from the website.
It is not possible to make a cumulative invoice, either monthly or yearly for multiple orders.

5.6) The customer can set up a virtual account by sending a "deposit of goods" with due reference via bank transfer or with prepaid payments only for the purchase of goods and not services.

5.7) If the Customer already has a contract with a carrier (DHL/UPS/), it will be possible to easily integrate it into our platform by providing us with the codes of their contract. This integration will allow the Customer to take advantage of their personalized rates, which may be more advantageous than the standard ones offered by our platform. In this case, the Customer will have the right to avoid the application of our shipping rates, if he so wishes. This integration service has a fixed rate of €1.00 for each order processed using your customized price list. This fee will be included in the invoice relating to the order of the products purchased.
 

6) DURATION
This Agreement shall be valid from the date of its signature by purchase or renewal of the service until 30 (thirtieth) day. It is already understood that if the agreement for the provision of the Service is not renewed the same will be automatically suspended.

7) RESOLUTION
This agreement will be considered terminated by law pursuant to art. 1456 of the Civil Code in case of non-payment by the Customer of the amount due to B2B GRIFFATI. In the event of termination of the contract due to the fact and fault of the Dropshipper, B2B GRIFFATI will in any case have the right to request the fees envisaged up to the contractual expiry as well as any compensation for damages.

8) EFFECTS OF TERMINATION OF CONTRACT

At the end of this contract, the Customer will be required to delete all data concerning the Supplier's data, in any form and on any medium it has been stored, also eliminating any backup copies.

9) EXCLUSIONS

This agreement does not configure any relationship of subordination, dependence or agency between the Supplier and the Customer, moreover it does not attribute to the Customer any power of representation of B2B GRIFFFATI or of the brands that B2B GRIFFATI distributes.

The use of the file does not give the right to mention B2B GRIFFATI or its logo as the source of the information.

10) EXCLUSIONS OF LIABILITY

The Customer cannot hold the Supplier responsible for any loss or damage, direct or indirect, whatever the cause.

The Supplier markets the products on the site, does not produce them but buys them. The indications of the materials and the composition of the fabrics are those indicated by the manufacturer. The Supplier is not responsible for any information incorrectly provided by the manufacturer and cannot be held responsible for damage caused by improper use of the items.

11) MISCELLANEOUS

It is hereby guaranteed that the products marketed by B2B TRADE Srl are of certain origin and original purchased from national and international companies known to the sector.

12) APPLICABLE LAW AND JURISDICTION

This agreement is governed by Italian law. For any dispute that may arise on the interpretation and execution of this agreement, the Court of Padua will be competent.

13) PRIVACY

The Parties mutually acknowledge the fact that any personal data they become aware of through the execution of this contract will be treated according to the security measures prescribed by Legislative Decree no. 196 of 30.03.2003 and subsequent modifications.

In any case, the personal data provided will be processed exclusively for the pursuit of the contractual purposes and the related administrative, tax and accounting obligations.

By registering on the website and accepting this contract in the manner indicated, the Customer also gives his consent for B2B GRIFFATI to process his personal and third party data indicated by him, in relation to the respective purchase orders provided by the Customer and the data when registering for the request from the Service. The Dropshipper will be responsible for informing its customers about the processing of personal data by B2B GRIFFATI.