GENERAL TERMS AND CONDITIONS OF SALE FOR PROFESSIONAL CLIENTS
“B2B – STANDARD”

These General Terms and Conditions of Sale govern the purchase of vintage clothing and accessories made remotely, including via the Internet, on the website www.millesime.it. Before submitting an order, the Professional Client is required to carefully read these General Terms and Conditions, made available on the aforementioned website to allow for reading, saving, and archiving.

Art. 1 – Definitions and Essential Elements

Unless otherwise provided in the Contract, the following terms and expressions shall have the meanings set forth below:

a) “Millesimé”: Millesimé S.r.l., with registered office in Vitulazio (CE), at SS, 7 Km 195 (VAT No.: 06187481210), engaged in the sale of vintage clothing and accessories, with the following contact details: Tel. +39 0823.1212302; Email hello@millesime.it (for general information, inquiries and information on e-commerce procedures, orders, shipping, and complaints); Certified email (PEC): millesime@pec.it;

b) “site” or “website”: the website accessible at the URLs www.millesime.it and https://www.millesime.it, owned by Millesimé S.r.l.;

c) “Client” or “Professional Client”: the Client (natural or legal person) acting in the exercise of their business, commercial, artisanal, or professional activity, or an intermediary thereof;

d) “Consumer” or “Consumer Client”: the Client (natural person) acting for purposes unrelated to any business, commercial, artisanal, or professional activity possibly carried out;

e) “Parties”: Millesimé S.r.l. and the Client;

f) “goods” or “items”: all goods made available for purchase through the electronic catalog on the Site, i.e., vintage clothing and accessories. The catalog is constantly updated and the availability of each item may vary without notice;

g) “goods sold by weight (Kg)”: Millesimé offers the Client the opportunity to purchase goods by weight in sealed bags; it is specified that, as the products consist of vintage and second-hand clothing and accessories, the Client may find in said bags items showing signs of age or slight defects/damage;

h) “handpicked goods”: Millesimé offers the Client the opportunity to purchase goods through handpicking, meaning personal selection of the clothing and/or accessories independently by the Client; it is specified that, in this case, Millesimé is in no way responsible for any items showing slight signs of age or minor defects;

i) “goods selected via video call or remote order”: Millesimé offers the Client the option to purchase goods via videocall/order; in this case, the goods selected by the Client are subject to further inspection by Millesimé staff prior to shipment, it being understood that, as vintage and second-hand goods, they may show slight defects/damage due to aging;

j) “shipping”: upon completion of the order, for the delivery of the purchased goods, the Client may choose to rely on one of the shipping companies collaborating with Millesimé, or to proceed with a trusted shipping company expressly indicated by the Client. In the first case, Millesimé will carry out: – the shipping quotes to determine the exact amount of the cost, which will be added to the closing invoice;
– insurance for the goods, sending the Client via email the photos of the loaded pallets;
– packaging;
– preparation of all shipping-related documentation.
In the event of damage or loss, Millesimé shall in any case be exempt from any liability for damages.

k) “return”: if the delivered goods present significant and non-trivial damage, Millesimé, upon documented proof via photos and videos, and return shipment at the Client’s expense, will inspect each item and may offer the Client either:
– replacement of the goods; it being understood that, if the items selected to replace those returned are available in stock, the order will be processed within 24/48 hours; otherwise, within 7/15 business days for processing and subsequent shipment;
– a refund.

l) “login credentials”: the “username/email address” and “password” associated with each Client’s account, required to access the Site’s restricted area and complete the Contract;

m) “working days” and “business hours”: Monday to Friday, excluding national holidays, with working hours from 8:30 AM to 1:30 PM and from 2:30 PM to 5:00 PM;

n) “General Terms and Conditions”: these General Terms and Conditions of Sale, which govern the relationship between Millesimé S.r.l. and the Professional Clients;

o) “Contract”: composed of these General Terms and Conditions and the Order Confirmation. In the event of any inconsistency between the General Terms and Conditions and the Order Confirmation, the latter shall prevail.

Art. 2 – Parties to the Contract

The parties to the contract are Millesimé and the Professional Client, whose personal data are indicated in the order confirmation issued or sent by Millesimé, which forms an integral part of the purchase contract. Millesimé’s data are specified in Article 1, paragraph 1, letter a, of these General Terms and Conditions.

Art. 3 – Purpose of the Contract

  1. These General Terms and Conditions of Sale apply exclusively to contracts concluded with Professional Clients, who purchase vintage and second-hand clothing and accessories from Millesimé.
  2. In the case of online purchases, Professional Clients must contact Millesimé directly via email. A dedicated B2B (Business to Business) section of the Site is reserved for them.
  3. If a Professional Client concludes the sales contract via the B2C (Business to Consumer) section, under no circumstances shall the consumer protection rules apply to them, and the invoice will not include the Client’s VAT number, but only their tax code.

Art. 4 – Purchase Procedure and Contract Conclusion

  1. The purchase procedure and the conclusion of the contract between Millesimé and the Client are carried out through the following steps:
    a) Once the order has been confirmed, the Client must make a down payment equal to 20% (twenty percent) of the value of the purchased goods, against which a corresponding invoice will be issued;
    b) Upon receipt of the aforementioned deposit, Millesimé proceeds with the preparation of the order;
    c) When the goods are ready for shipment, Millesimé issues the related “final” invoice (goods + shipping);
    d) Only after full payment of the “final” invoice (goods + shipping), Millesimé proceeds with the shipment.
  2. With specific regard to online purchases, the Client must follow the operating procedures listed below:
    a) After registering on the Site, the Client may purchase one or more items listed in the electronic catalog (illustrated and described in the related product pages) by placing them in the “cart” and following the technical access procedures provided by the Site;
    b) The publication of the items on the Site constitutes an invitation to the Client to submit a purchase proposal to Millesimé. Before actually submitting the order, the Client is shown a summary page, which includes, among other things, the selected items, their price, and delivery costs. The General Terms and the Privacy Policy can be viewed, saved, and printed before order submission;
    c) The order submitted by the Client constitutes a contractual proposal and, by sending said order, the Client declares to have full knowledge of and to fully accept these General Terms and Conditions. The Client is encouraged to print and save the order summary shown after order submission via the Site;
    d) Millesimé reserves the right to accept or reject, at its sole discretion, the order sent by the Client, without the latter being entitled to raise claims or rights of any kind in case of rejection. Any acceptance of the Client’s proposal will be confirmed by Millesimé through an order confirmation email sent to the address provided by the Client. The purchase contract between Millesimé and the Client shall be deemed concluded upon sending of the order confirmation, subject to the verification referred to in the following letter e);
    e) The Client acknowledges that the order confirmation referred to in the previous paragraph is sent following an automated check; should Millesimé detect any errors in the catalog or in the order regarding the price and/or characteristics and/or availability of an item during packaging and shipping, it will promptly notify the Client to agree on the modification or cancellation of the order.

Art. 5 – Description and Visual Representation of Goods

  1. Millesimé offers quality vintage and second-hand clothing and accessories; therefore, the Client must be fully aware that, as these are used goods, items found in the purchased bags may show signs of wear or slight damage due to age.
  2. The visual representation of the items on the Site, where available, normally corresponds to a photographic image of the actual products. This representation serves solely to present the items for sale, without any guarantee or commitment by Millesimé regarding the exact correspondence between the image shown on the Site and the actual item.
  3. In case of a discrepancy between the image and the written product description, the description in the product page shall always prevail.

Art. 6 – Availability of Goods

  1. The Client may only purchase items listed in the catalog published on the Site and in the quantities indicated therein. The prices and availability of items, as shown on the Site, may be changed at any time without prior notice.
  2. The Site highlights items available in stock for shipment. The Client acknowledges that, due to the possibility of simultaneous access to the Site by multiple users and the time gap between the web page loading and adding items to the cart, the actual availability of specific items may vary throughout the day compared to the information displayed on the Site. When the order proposal is submitted by the Client, the Site’s system verifies the actual availability of the selected items and notifies the Client in case one or more items are no longer available before the payment is made. Millesimé undertakes to fulfill its obligations promptly and in any case in accordance with the terms and methods set forth in Article 12 of these General Terms and Conditions. Should the delivery times of the ordered goods be delayed with respect to those indicated on the Site prior to the order, Millesimé commits to promptly notify the Client via email sent to the address provided at the time of purchase. Should it be impossible, for any reason, to deliver the purchased items in compliance with Article 12 of these General Terms and Conditions, Millesimé reserves the right to inform the Client of the order’s cancellation.

Art. 7 – Prices and Delivery Costs

  1. The Client is required to pay Millesimé the price indicated in the order confirmation. All item prices are listed on the Site and are to be considered exclusive of VAT. If an item is discounted, the discount percentage, original or regular price, and final price will be displayed. Should an item display different prices in various sections of the site, the price shown on the product detail page shall prevail.
  2. Shipping costs will be calculated at the time of the order based on weight and other packaging characteristics. For orders requiring international shipping, the Client will be contacted by Millesimé to confirm the shipping method and related costs.
  3. The delivery cost amount is shown on the order summary page presented to the Client before final submission of the order.

Art. 8 – Payment of Deposit and Balance

To finalize and complete the purchase, as already indicated in Article 4 of these General Terms and Conditions of Sale, the Professional Client is required to pay:
– a deposit equal to 20% (twenty percent) of the price of the purchased goods, at the time of order confirmation;
– a balance equal to the remaining 80% (eighty percent) of the price of the purchased goods, upon issuance of the “final” invoice (goods + shipping), and prior to shipment.

Art. 9 – Payment Methods

  1. Payments made in execution of the Purchase Contract must be carried out via “immediate” bank transfer, PayPal card, or any Visa or Mastercard credit card.
  2. In the case of payment by “immediate” bank transfer, the Client must use the following IBAN code: IT43L0200840141000401032116 – Unicredit S.p.A, account holder: Millesimé S.r.l., with registered office in Vitulazio (CE), at SS, 7 Km 195 (VAT No.: 06187481210). Payment details are also included in the order confirmation email.
  3. It is clearly understood that the order will only be processed after the actual receipt of the balance as per Article 8 of these General Terms and Conditions. For payments made via “immediate” bank transfer, the payment description must include the order number and the Client’s personal details. The Client must email a copy of the bank payment receipt to: contabilità@millesime.it.
  4. Any fees charged to the Client by their bank for the bank transfer are in no way attributable to Millesimé. The Client is responsible for checking in advance with their bank any applicable fees for this type of payment.

Art. 10 – Shipping Documents and Invoicing

  1. For each finalized Purchase Contract, Millesimé will issue an invoice for the items to be shipped.
  2. The Client assumes full responsibility for the accuracy of the information and data provided to Millesimé for invoicing purposes.
  3. No changes to the invoice will be possible after it has been issued.

Art. 11 – Shipping and Delivery Times

  1. Millesimé will normally fulfill the order within 48 hours (excluding weekends and holidays) from the date of receipt of the balance referred to in Article 8 of these General Terms and Conditions.
  2. If an issue arises with the courier during transport and the package does not arrive at its destination within the indicative time mentioned in paragraph 1, the Client may promptly notify Millesimé, who will attempt to resolve the matter within a reasonable timeframe. Millesimé advises the Client not to contact them before the indicative timeframe has elapsed, as the necessary data to effectively engage with the courier would not yet be available.
  3. The order processing and delivery times referred to in paragraph 1 are indicative only and not guaranteed, due to the many variables involved, particularly during the courier delivery phase.
  4. Delivery times refer to items available in stock at the time of the purchase order. Millesimé shall not be held responsible for delays in the delivery of goods due to force majeure or unforeseen circumstances, including strikes, weather events, public holidays, warehouse inventory operations, business relocations, IT system changes, and other extraordinary events. These circumstances may result in longer-than-indicated fulfillment times, potentially lasting several days.
  5. In any case, should the delivery times of the ordered goods be delayed with respect to those indicated on the Site prior to the order, Millesimé undertakes to promptly notify the Client via email sent to the address provided by the Client.

Art. 12 – Delivery of Goods

  1. All deliveries of goods shall be at Millesimé’s risk until the moment the Client or a third party designated by the Client takes physical possession of the goods.
  2. The delivery times indicated on the Site are for reference only. Millesimé shall not be held liable, under any circumstances, if the goods are not delivered within the timeframes indicated on the Site.
  3. Unless otherwise communicated by Millesimé, delivery shall be made at curbside.
  4. In order to carry out the delivery of the ordered goods, the presence of the Client or an authorized representative at the location indicated by the Client is required, who will accept the package on their behalf. The courier’s delivery hours are usually between 8:30 AM and 7:00 PM. In the event of the Client’s (or their representative’s) absence, the courier will leave a notice with instructions to arrange a new delivery date.
  5. If delivery is not completed due to reasons attributable to the Client (e.g., their absence and/or failure to contact the courier in accordance with paragraph 3 above), the Client shall be responsible for the shipping costs incurred by Millesimé.

Art. 13 – Inspection Operations upon Delivery of Goods

  1. At the time of delivery by the courier appointed by Millesimé, the Client must check that the number of packages delivered matches what is indicated in the transport document affixed to the packaging, and that the packaging itself is intact, undamaged, and unaltered, including any sealing materials. Special attention must be paid to any signs indicating breakage or tampering of the delivered goods.
  2. The Client must immediately report any such issues; otherwise, the right to file a claim will be forfeited. Any damage to the packaging and/or items and/or discrepancies in the number of packages and/or labels must be immediately reported by the Client, who must declare in writing to the courier that the goods are accepted “subject to inspection” or indicate that they are “damaged”; otherwise, no claims will be accepted. Furthermore, the Client agrees to promptly report to Millesimé, and in any case within 24 (twenty-four) hours of the delivery date, any issues regarding the integrity, correspondence, and/or completeness of the received items. Such communication must be sent by email or registered mail with return receipt to the address specified in Article 1 of these General Terms and Conditions, under penalty of forfeiture.

Art. 14 – Return of goods

  1. Without prejudice to what is stated in letter k) of Article 1 of these General Terms and Conditions, any return must be previously authorized by Millesimé, which reserves the right, after inspecting the goods, to assess the responsibility for the defects/damages reported by the Client.
  2. If, following such inspection, Millesimé confirms that the goods have suffered significant and non-trivial damage, it will – while the return shipping costs remain the responsibility of the Client – offer the Client the following options: – replacement of the goods; it being understood that if the replacement items are available in stock, the order will be fulfilled within 24/48 hours; otherwise, the order will be processed within 7/15 working days to complete the request and then shipped;
    – a refund.

Art. 15 – Force Majeure and Acts of Third Parties

  1. Millesimé shall not be liable for cases of force majeure, unavailability of transport means, acts of third parties, or unforeseen or unavoidable events that cause delays in delivery and/or make deliveries difficult or impossible, or result in a significant increase in delivery costs for Millesimé.
  2. In the situations described above, Millesimé shall have the right to split, postpone, or cancel the planned delivery, in whole or in part, or to terminate the Purchase Contract. In such cases, Millesimé commits to promptly inform the Client of its decisions via the email address provided by the Client. The Client shall then be entitled to a refund of any price already paid, excluding any other claims or compensation of any kind against Millesimé. Accordingly, by accepting these General Terms and Conditions of Sale, the Client formally and explicitly waives any claims, including for reimbursement and/or compensation, against Millesimé.

Art. 16 – Handling, Washing, and Storage of Goods

  1. Millesimé sells vintage clothing and accessories, which, in compliance with applicable regulations, are sanitized using nitrogen; therefore, any washing and/or further treatment is the sole responsibility of the Client.
  2. Negligence and/or lack of expertise in handling, washing, and storing each item may cause damage and compromise their quality. Millesimé shall not be liable for any damage to items sold resulting from improper handling, washing, or storage, with an express exclusion of any warranty in this regard.

Art. 17 – Client Responsibility

  1. The Client shall be solely responsible for any damage to the items caused by intentional or negligent conduct, or in any case due to their own negligence and/or carelessness and/or other reasons not attributable to Millesimé.
  2. The Client shall also be solely responsible for any consequences arising from repairs, modifications, or tampering.

Art. 18 – Exclusion of the Right of Withdrawal for Professional Clients

The Professional Client acknowledges that the right of withdrawal, as granted to consumers, does not apply under this Contract.

Art. 19 – Access Credentials

  1. The Client must keep their access credentials with the utmost care, confidentiality, and diligence, and must not share them with others. The Client agrees to immediately notify Millesimé in the event of theft, loss, or partial/total compromise of their access credentials, or any unauthorized use by third parties. The Client will be held liable for any damage caused to Millesimé and/or third parties due to non-compliance with these obligations.
  2. After 90 (ninety) days from registration on the Site without any purchases being made, Millesimé reserves the right to delete the Client’s account without prior notice.

Art. 20 – Disclaimer of Liability for Content Uploaded by Clients on the Site

  1. Each Client, after registering on the Site, may post comments, reviews, and opinions on the products listed in the electronic catalog. This function may not be used for illegal purposes or in violation of applicable laws, including but not limited to spamming, defamatory, slanderous, threatening content, hate speech, violations of privacy or personal dignity, etc. It is also forbidden to post advertising, propaganda, or references to competing sites or companies. Such content is published by the Client free of charge and may be deleted at any time by accessing the Site with their credentials. The Client acknowledges that any content uploaded may be removed by Millesimé at any time, for example, if the reviewed item is no longer sold or the review area is closed.
  2. Millesimé has no obligation to monitor Client activity on the Site under this article, as provided by Legislative Decree No. 70/2003. However, Millesimé reserves the right to remove any Client-generated content if it becomes aware, by any means, of unlawful purposes and/or violations of the aforementioned prohibitions and/or upon request by judicial or administrative authorities and/or third parties claiming harm. In such cases, Millesimé will notify the Client and may suspend or delete their account without notice, without prejudice to any other legal remedies against the violator.

Art. 21 – Amendments

  1. Millesimé may amend these General Terms and Conditions at any time without prior notice.
  2. Any changes made shall take effect from the date of publication on the Site, as stated in the heading of these General Terms and Conditions.
  3. In the event of amendments, unless otherwise agreed expressly between Millesimé and the Client, the contracts already concluded shall remain subject to the version of the General Terms and Conditions in force at the time of the contract’s conclusion.

Art. 22 – Minor Faults and Limitation of Liability

  1. Millesimé shall not be liable for any damage, including to third parties, arising from its own minor negligence.
  2. Under no circumstances shall Millesimé’s total liability exceed the amount paid by the Client under the Contract.

Art. 23 – Intellectual Property Rights

All trademarks, as well as any intellectual work, distinctive sign or name, image, photograph, written or graphic text, and in general any intangible asset protected by laws and international conventions on intellectual and industrial property reproduced on the Site, remain the exclusive property of Millesimé and/or its licensors. The Client acquires no rights over such content by accessing the Site and/or entering into Purchase Contracts.

Art. 24 – Privacy and Processing of Personal Data

  1. Millesimé is committed to complying with applicable legislation on personal data protection. The privacy policy is made available on the Site and can be viewed and saved at any time before the conclusion of the Contract.
  2. All personal data processed by Millesimé shall be handled according to the principles of fairness, lawfulness, transparency, and protection of the Client’s confidentiality and rights.
  3. Pursuant to Art. 13 of Legislative Decree No. 196/2003 and Articles 13 and 14 of EU Regulation 2016/679 (General Data Protection Regulation – GDPR), Millesimé informs the Client as follows:
    a) data processing is intended to provide the services requested in this contract; personal data is necessary for Millesimé to carry out its sales activities. Therefore, the processing purposes are related to Millesimé’s operational needs;
    b) collected data will not be used for marketing purposes, nor for the distribution of invitations to events organized by Millesimé or its subsidiaries and/or affiliates;
    c) data may be processed with or without electronic or automated tools, stored on paper or digital media, and handled by Millesimé and/or its collaborators and/or authorized personnel. Data will not be disclosed, except to Millesimé’s collaborators or authorized processors. Data may only be communicated for the purposes stated above to: banks, debt collection agencies, credit insurers, professionals and consultants, public entities and institutions;
    d) the collection of requested data is mandatory, and refusal to provide such data prevents Millesimé from fulfilling the activities mentioned in letter a);
    e) personal data may be stored (only for ten years) also via cloud platforms, which may involve transfers within the EU or to non-EU countries, in line with the purposes stated in letter a);
    f) Article 7 of the Privacy Code and Articles 15, 16, 17, 18, 20, and 21 of the GDPR grant the data subject specific rights, including the right to obtain confirmation of the existence of their personal data and to receive it in an intelligible format; to know the origin of the data, the purposes and methods of processing, the logic applied, and the identities of the data controller and recipients. The data subject also has the right to update, rectify, supplement, delete, anonymize, or block data processed in violation of the law. The data subject may also object to processing for legitimate reasons, except where processing is mandatory under applicable law;
    g) in view of the processing purposes outlined in letter a), the data will be retained for the legal period starting from collection, i.e., 10 (ten) years, as stated in letter e);
    h) the exercise of the data subject’s rights or any request for clarification under Article 12 of the GDPR may be made by sending a written request via email to amministrazione@millesime.it;
    i) the Data Controller is Millesimé S.r.l. (VAT No.: 06187481210), represented by its legal representative Mr. Francesco Esposito, with registered office in Vitulazio (CE), SS, 7 Km 195.

Art. 25 – Confidentiality and Secrecy

All information and documentation that the Client becomes or will become aware of – except for information that is already public or commonly known – shall be considered confidential and subject to an obligation of secrecy.

Art. 26 – Additional Provisions

All purchases of goods made by the Client through the Site are governed by these General Terms and Conditions and by any additional operational provisions and instructions found on the Site. In case of conflict between those provisions/instructions and these General Terms and Conditions, the latter shall prevail.

Art. 27 – Customer Support

The Client may request support regarding purchases made by contacting Millesimé S.r.l., based in Vitulazio (CE), at SS, 7 Km 195 (VAT No.: 06187481210), at the following contacts: Tel. +39 0823.1212302; Email: hello@millesime.it (for general information, inquiries, e-commerce procedures, orders, shipping, and complaints); Certified email (PEC): millesime@pec.it.

Art. 28 – Applicable Law and Jurisdiction

  1. The legal relations arising from the Contract shall be governed by Italian law.
  2. For any disputes arising in relation to the application, interpretation, or performance of the Contract, the Court of Santa Maria Capua Vetere shall have exclusive jurisdiction.