1.  Introduction

1.1. This https://wholesale.mirta.com/ domain site (the “Website”) is owned by Ailati, tax code 10662620961, with registered office at Via Palermo 1, registered in the Milan Business Register Milan MI-2548027 (below, “Ailati”).

1.2. The Website is dedicated to the promotion and offer for sale to third parties of high-end artisanal goods and accessories by the manufacturer (“Manufacturer”) that has stipulated with Ailati a Partnership Contract related to the supply of such goods (“Partnership Contract”).

1.3. Unless otherwise specified in these General Conditions (as below defined), the capitalized terms and expressions have the same meaning attributed to them in the Partnership Contract.

2.  General Conditions

2.1.  The Manufacturer: 

(i) states and guarantees to have undersigned a Partnership Contract with Ailati related to the supply of products made by the Manufacturer himself; and

(ii) acknowledges and accepts to be bound by these General Conditions that constitute an integral and essential part of the Partnership Contract (“General Conditions”). The General Conditions govern, inter alia, (a) the use of the Website and (b) the collaborative relationship between the Manufacturer and Ailati, along with and in addition to the Partnership Contract.

2.2. The Manufacturer states and guarantees to act as a professional and/or entrepreneur in the context of his professional/entrepreneurial activity.

3. Photographic Material 

3.1. Regarding the Products selected by Ailati to be offered for sale on the Website, the Manufacturer undertakes to supply Ailati with photographic material so that it can be published on the Website itself (the ‘Photographic Material”). If the Manufacturer does not have Photographic Material, Ailati shall do its utmost to offer the Manufacturer advantageous packages negotiated with Ailati’s trusted photographers for the realization of the shots. 

3.2. The Manufacturer states and guarantees that the contents of the Photographic Material are compliant and identical to the Products that shall subsequently be sold to Ailati. 

3.3. The Manufacturer as of now authorizes Ailati to use the Manufacturer’s trademark. 

4. Minimum purchase order quantity

4.1. The Manufacturer also undertakes to communicate in writing to Ailati, for each order, any minimum purchase order quantity to arrange with each Purchase Order.

5.  Delivery Time 

5.1. The Manufacturer undertakes to communicate in writing to Ailati, for each Product, the ready availability or, alternatively, the related delivery time of manufacturing (the “Delivery Time''). The Manufacturer acknowledges that Ailati shall indicate the aforementioned Delivery Time on the Website, in order to provide correct information to the customer. Therefore, the Manufacturer states and guarantees, as of now, (i) the accuracy of the information provided to Ailati and (ii) to have an entrepreneurial structure and an adequate organization in order to guarantee the Delivery Time notified, except in case of delays not attributable to the Manufacturer (by way of example, in case of closures of the manufacturing activities by measures imposed by the competent authority). The Manufacturer also acknowledges that failure to comply with the Delivery Time may lead to significant commercial and image damage for Ailati.  

6. Inspection of the Products

6.1. The Manufacturer acknowledges and accepts that by virtue of the signed contractual relationship with the customers that purchase the Products through the Website:

(i) upon receipt of the Products, the customer may inspect all products purchased on the Website - and, therefore, subject of the individual Purchase Order - to detect any defects, damages, or non-compliance (“Inspection of the Products”);

(ii) if any of the Products delivered proves to be defective, damaged, or substantially not compliant with what is provided on the Website (and, therefore, as provided for in the Purchase Order), the customer shall be entitled to reject such Products - displaying related photographic evidence - and request in writing to Ailati:

1. to return and replace the non-compliant Products with compliant ones; or the reimbursement of the amount paid to purchase the rejected Products.

6.2. If the customer rejects the Products pursuant to the preceding Paragraph 6.1, Ailati shall, in turn, have the right to reject the Products subject to the related Purchase Order by email, within and no later than 14 (fourteen) calendar days from the date of the Delivery of the Products (“Notice of Refusal”). In that case, Ailati shall be entitled - without prejudice to compensation for any further damage - to request the Manufacturer, based on the choice made by the customer:

(i) to take back the rejected Products and replace them with compliant ones (in this case, the Manufacturer shall manage the shipping and bear the related costs and expenses, including shipping costs and/or any import/export duties);or

(ii) to reimburse the Unit Price limited to the rejected Products; in that case, the Manufacturer shall promptly issue a credit note of the amount in favour of Ailati. It is understood that the Manufacturer shall manage the return of the rejected Product to the Manufacturer headquarter. The Manufacturer shall bear also the related costs and expenses (including shipping costs and/or any import/export duties).

6.3. If necessary, Ailati shall issue an invoice to the Manufacturer for the charge of the costs and expenses borne pursuant to the preceding Paragraph 6.2 (including, by way of example, the shipping costs and/or any duties related to the import/export of the rejected Products and replaced Products).

6.4. If the Manufacturer disagrees with the Refusal Notice, the Parties undertake to jointly and in bona fide negotiate an appropriate solution.

6.5. Following the Inspection of the Products:

(i) If there are any surpluses of Products concerning the quantities ordered by means of each Purchase Order, such surplus of Products shall not be accepted by Ailati and, therefore, the manufacturer shall collect them at his own expense, bearing any related cost.  

(ii) If some Products are missing compared to what was ordered by means of each Purchase Order, Ailati shall promptly notify the Manufacturer who shall provide such missing Products within the Delivery Times, at his own expense, bearing the related costs (including shipping costs). 

7. Failure to comply with the Delivery Time

7.1. In case of failure to comply with the Delivery Times, Ailati shall be entitled:

(i)  to a discount on the Unit Price equal to 20% in case of delay from 15 (fifteen) to 30 (thirty) calendar days with respect to the Delivery Time;

(ii) to a discount on the Unit Price equal to 50% in case of delay beyond 30 (thirty) calendar days with respect to the Delivery Time;

(iii) additionally, Ailati shall be entitled to cancel the Purchase Order without any compensation to the Manufacturer in case of delays over 30 (thirty) calendar days with respect to the Delivery time.

7.2. It is understood between the Parties that the preceding Paragraph 7.1 shall apply also in case the Delivery Time is not respected due to rejection of one or more Products by Ailati and to replacement request with other compliant Products in the application of the provisions of Article 6 of these General Conditions.

8. Obligations of the Manufacturer

8.1. The Manufacturer undertakes to manufacture the Products (i) in line with the quality standards required by Ailati and, in any case, in compliance to the standards displayed on the Samples (including the raw materials used); (ii) in line with the quantity and the Delivery Time required by Ailati; (iii) in order not to damage the reputation and/or position on the market of Ailati and (iv) in an ethical and professional way. 

8.2. The Manufacturer undertakes to establish and maintain his own independent business organization for the manufacturing of the Products. Specifically, the Manufacturer states and guarantees to have an adequate structure (including staff employed) designed to provide the fulfillment of the Purchase Orders and, in any case, the achievement of the goals from time to time set by the Parties.  

8.3. The Manufacturer is solely and exclusively responsible for compliance with any legislation, regulation, authority decision applicable to the manufacturing of the Products (including the supply of the raw materials and the subsequent marketing of the finished product). Specifically, the Manufacturer states and guarantees - under his sole responsibility - the possibility that the Products are marketed and sold worldwide in conformity and full compliance with any applicable legislation.  It is the sole responsibility of the Manufacturer to promptly inform in writing Ailati of the impossibility to sell a Product in a specific Country for lack of conformity with any applicable local legislation. 

8.4. The Manufacturer, at his care and expenses, shall obtain and/or maintain all the authorizations, licenses, permits, and any other necessary approval for the manufacturing and marketing of the Products.

8.5. To the extent required by applicable law, the Manufacturer undertakes to keep a detailed production record for any number of batches produced. 

8.6. The Manufacturer undertakes to supply Ailati and/or the customer - jointly and contextually to the Delivery of the Products - all the necessary documentation and supporting information required by the law from time to time applicable, inter alia, to the marketability and use of the Products (by way of example, informative note, certificate of origin, Products data sheets, etc.).

8.7. The Manufacturer undertakes to fill in the file sent by Ailati with the necessary information related to the Products for publication on the Website and relative marketing. The Manufacturer undertakes, under his sole responsibility, to fill in the required information by Ailati accurately and truthfully. If the Manufacturer does not fill in the aforementioned file, the Products cannot be offered for sale on the Website. 

8.8. The Manufacturer acknowledges and accepts that Ailati has the right, at any moment and at its own discretion, to suspend completely any Website function, for a limited period of time, in order to make improvements or for maintenance reasons.  

9. Non-compete Commitments 

9.1. The Manufacturer undertakes, also pursuant to art. 1381 of civil code, not to carry out in any way - not even indirectly, through his representatives, family members, and/or third parties -  for the entire duration of the Partnership Contract and the 12 (twelve) months following its termination for any reason and/or title, the production activity (in the broadest sense) and sale to third parties that have already placed at least one order on the Website regarding the Products of The Manufacturer and that have never maintained commercial relations with the Manufacturer prior undersigning the Partnership Contract. 

9.2. The Manufacturer undertakes in any case, also pursuant to art. 1381 of the civil code, not even indirectly, not to come in contact and carry out any act or behavior that could lead to a misuse of the users of the Website and hence of Ailati’s customers. In the event the Manufacturer is contacted by these subjects, the latter undertakes to promptly and without delay inform Ailati of the request received and shall refrain from carrying out any production and sale activity for the entire period referred to in the above Paragraph 9.1.

10. Indemnity

10.1. The Manufacturer undertakes to indemnify and hold Ailati unscathed from any responsibility, expense, cost, charge, damage resulting by - or in relation with - (i) the violation of any obligation assumed by the Manufacturer pursuant to the Partnership Contract and/or these General Conditions; (ii) the non-compliance of the Products; and (iii) the violation of any legislation from time to time applicable.