Terms and conditions

This document sets out the general terms and conditions for using the website www.spiripau.com, which sells spirulina supplements supplied by the Owner of the Application and/or by a third-party supplier.

Point 1

Definitions

To ensure full understanding and acceptance of these terms and conditions, the following terms—whether singular or plural—shall have the meanings set out below:

• Owner: Spiripau® di Società Agricola Paulitti C. & S.S., with registered office at Via Leonardo da Vinci 21, 33050, Pocenia (UD), VAT / Tax Code 02524260300, PEC floricolturapaulitti@pec.coldiretti.it.
• Application: the website www.spiripau.com.
• Products: tangible products sold by the Owner.
• User: any person who accesses and uses the Application.
• Consumer User: an adult natural person entering into a contract for purposes unrelated to any entrepreneurial, commercial, craft, or professional activity they may carry out.
• Professional User: an adult natural person or a legal entity entering into a contract in connection with, or for the needs of, their entrepreneurial, commercial, craft, or professional activity.
• Third-Party Supplier: a natural or legal person, other than the Owner, who offers Products through the Application while acting in the course of their entrepreneurial, commercial, craft, or professional activity.
• Content: any textual or multimedia element on the Application, including, by way of example, announcements, listings, reviews, images, etc.
• Conditions: this agreement governing the relationship between the Owner and Users, and the sale of Products offered by the Owner through the Application.

Point 2

Relationship between the Owner, Third-Party Supplier, and Users

The Application hosts a platform managed by the Owner that enables Users interested in Products offered by the Owner and by Third-Party Suppliers to connect.

On the Application, Users may therefore purchase both Products supplied by the Owner and Products supplied by Third-Party Suppliers.

The Application always clearly indicates whether a Product is supplied by the Owner or by a Third-Party Supplier.

Where Products are offered by Third-Party Suppliers, the Owner is not a party to the relationship that is established exclusively between Users and Third-Party Suppliers and assumes no liability arising from such relationships, acting solely as the technical operator of the Application. Therefore, any contract entered into between Third-Party Suppliers and Users is not governed by these Conditions.

Each Third-Party Supplier’s terms and conditions of sale are published in the Application under “Third-Party Supplier Terms and Conditions”.

Point 3

Scope of the Conditions

Use of the Application implies the User’s acceptance of the Conditions. If the User does not intend to accept the Conditions and/or any other note, legal notice, or information published on or referenced therein, the User may not use the Application or the related services.

The Conditions may be amended at any time.

The applicable Conditions are those in force on the date the purchase order is submitted or a request for supply of a Product is sent.

Before using the Application, the User must carefully read the Conditions and save or print them for future reference.

The Owner reserves the right, at its sole discretion and at any time, to modify the Application’s graphical interface, Content and its organization, and any other aspect relating to the Application’s functionality and management, providing the User—where necessary—with the relevant instructions.

Point 4

Purchases through the Application

All Products offered through the Application are described in detail on the relevant product pages (quality, features, availability, price, delivery times and costs, ancillary charges, etc.). Some errors, inaccuracies, or minor differences may arise between what is published on the Application and the actual Product. In addition, any Product images are for illustrative purposes only and do not constitute contractual elements.

Purchases of one or more Products through the Application are permitted for both Consumer Users and Professional Users.

Natural persons may purchase only if they are adults. For minors, any purchase and/or request for supply of Products through the Application must be reviewed and authorized by parents or legal guardians.

The offering of Products through the Application constitutes an invitation to treat, and the order submitted by the User constitutes a contractual offer to purchase, subject to confirmation and/or acceptance by the Owner as described below. Accordingly, the Owner shall have the right, at its sole discretion, to accept or reject the User’s order, and the User shall have no right to object or claim anything on any grounds whatsoever.

The sales contract shall be deemed concluded upon the Owner’s acceptance of the User’s contractual offer. The Owner will accept the User’s contractual offer by sending an order confirmation to the email address provided by the User. The confirmation will include the order date, the User’s details, the Product’s characteristics and availability, the price or the method for calculating the price, any additional charges and taxes, the delivery address, delivery times and any delivery costs, the method for exercising the right of withdrawal or any exclusion thereof, and the warranty.

The sales contract shall not be effective between the parties in the absence of what is set out in the preceding point.

If the Product is unavailable, the Owner will inform the User of the new delivery/supply timeframe and ask whether the User intends to confirm the order. It is understood that the contract shall be deemed completed only with respect to the Products accepted by the Owner.

The User undertakes to verify the accuracy of the information in the order confirmation and to promptly notify the Owner of any errors, and to keep a copy of their order, the related confirmation, and the Conditions.

Point 5

Prices and payments

For each Product, the price is indicated inclusive of VAT, where applicable. Where the nature of the Product makes it impossible to calculate the price in advance, the method for calculating the price will be indicated. In addition, any taxes, additional charges, and delivery costs— which may vary depending on destination, selected delivery method and/or payment method—will be indicated. Where such costs cannot reasonably be calculated in advance, the charges that will be applied to the User will be specified.

The Owner reserves the right to change Product prices and any additional costs at any time. It is understood that any price changes shall not affect contracts already concluded prior to the change.

The User undertakes to pay the Product price in the times and manner indicated in the Application and to provide any required data.

The Application uses third-party tools to process payments and does not in any way access the payment data provided (credit card numbers, cardholder name, passwords, etc.). If such third-party tools deny payment authorization, the Owner will not be able to supply the Products and shall not be liable in any way.

Point 6

Invoicing

Users who wish to receive an invoice will be asked for billing details. For invoice issuance, the information provided by the User shall prevail; the User declares and guarantees it is true and releases the Owner from any liability in this regard.

Point 7

Delivery of tangible Products

Tangible Products (including any tangible goods with digital elements) will be delivered to the address indicated by the User, in the manner and within the timeframe chosen or indicated in the Application and stated in the order confirmation. Unless otherwise specified, the delivery times indicated in the order confirmation refer to the time usually required to deliver the Product from the moment the carrier takes charge of it.

If it is not possible to supply the requested Products, the User will be promptly notified by email, indicating when delivery is expected or the reasons why supply is impossible.

If the User does not intend to accept the new timeframe or delivery has become impossible, the User may request a refund of the amount paid, which will be credited promptly using the same payment method used by the User for the purchase, and in any event within 14 days from the date the Owner became aware of the refund request.

Upon receipt of the Product, the User must verify that it matches the order and that the packaging is intact. If there is obvious damage to the packaging and/or the Product, the User may refuse delivery and return the Product at no cost to the User. Once the delivery document has been signed, the User may not raise objections regarding the external characteristics of the delivered Products.

The Owner shall not be liable to any party or third parties for damages, losses, and costs incurred as a result of non-performance of the contract due to force majeure.

Point 8

Exclusion of the right of withdrawal for Professional Users

Professional Users are not granted any right of withdrawal from the sales/supply contract for Products. The User expressly acknowledges that indicating a VAT number in the order automatically qualifies the User as a Professional User, for whom no right of withdrawal is provided.

Point 9

Users’ right of withdrawal from the purchase of tangible Products

The Consumer User has the right to withdraw without penalty and without providing any reason within 14 days from the date of receipt of the Product, by sending written notice to info@spiripau.com, using the optional withdrawal form provided below or any other written statement.

In the case of separate delivery of multiple Products ordered by the Consumer User with a single order, the 14-day period for exercising the right of withdrawal runs from the day the last Product is received.

In the event of withdrawal, the User must return the Product to the Owner without undue delay and in any event within 14 days from the date on which the User communicated the decision to withdraw from the contract. The User shall bear only the direct cost of returning the Product, unless the Owner has stated that it will bear such cost.

If withdrawal is correctly exercised, the Owner will refund the payments received from the User using the same payment method used for the initial transaction, without undue delay and in any event within 14 days from the day the User communicated the intention to withdraw.

The Owner is not required to refund delivery costs if the User expressly chose a type of delivery other than the least expensive delivery option offered by the Owner.

Unless the Owner has offered to collect the Product itself, the Owner may withhold the refund until it has received the Product or until the Consumer User has provided proof of shipment.

The Owner will not accept returns where the Product is malfunctioning due to improper use, negligence, damage, or physical, aesthetic, or superficial alterations, tampering or improper maintenance, or wear and tear, or where integral elements of the product are missing (accessories, parts, etc.). In such cases, the Owner will return the purchased Product to the sender, charging the sender the shipping costs.

Point 10

Cases in which the User’s right of withdrawal is excluded

The right of withdrawal from the contract for the sale or supply of Products is excluded in relation to:

• the supply of Products whose price is linked to fluctuations in the financial market that the Owner cannot control and that may occur during the withdrawal period;
• the supply of Products made to the User’s specifications or clearly personalized;
• the supply of Products that risk deteriorating or expiring rapidly; this category includes all food products (including beverages) whose characteristics may be altered, including due to improper storage;
• the supply of sealed Products that are not suitable for return for hygiene reasons or for health protection reasons and have been opened after delivery;
• the supply of Products which, after delivery, are—by their nature—inseparably mixed with other goods;
• contracts where the User has specifically requested a visit by the Owner or a professional appointed by the Owner for urgent repair or maintenance work. If, on the occasion of that visit, the Owner or the appointed professional provides services beyond those specifically requested by the User, or goods other than the spare parts necessary to perform maintenance or repairs, the right of withdrawal applies to such additional services or goods;
• the supply of sealed audio or video recordings or sealed computer software that has been opened after delivery;
• the supply of newspapers, periodicals, and magazines, except subscription contracts for the supply of such publications;
• contracts concluded at a public auction;
• the supply of accommodation for non-residential purposes, the transport of goods, car rental services, catering services, or services related to leisure activities, where the contract provides for a specific date or period of performance.

For further clarification, contact the Owner at info@spiripau.com.

Point 11

Optional form to exercise the right of withdrawal

The User may withdraw using the following form, which must be completed in full and sent to info@spiripau.com before the withdrawal period expires:

I hereby give notice that I withdraw from the contract for the sale/supply of the following product [PRODUCT], order number: [ORDER]

Ordered on: [DATE]

First and last name: [FIRST AND LAST NAME]

Address: [ADDRESS]

Email (associated with the account used to place the order): [EMAIL]
Date: [DATE]

Point 12

Warranty for tangible Products for Professional Users

With regard to tangible Products, Professional Users will be subject to the warranties for defects of the sold item, the warranty for promised and essential quality defects, and the other warranties provided by the Italian Civil Code, with the related terms, forfeitures, and limitations (Articles 1490 et seq. of the Civil Code).

Point 13

Legal guarantee of conformity for tangible Products for Consumer Users

Consumer Users are granted the guarantee of conformity provided by Articles 129 et seq. of the Italian Consumer Code for all tangible Products sold through the Application, except in cases of exclusion provided by Article 128 of the Consumer Code.

The Owner is liable to the Consumer User for any lack of conformity that becomes apparent within two years of delivery. During the first year, the Consumer User is not required to prove that the defect existed at the time of delivery, as it is presumed to have existed at that date unless such presumption is incompatible with the nature of the tangible Product or the nature of the lack of conformity.

If the Consumer User intends to use the remedies provided by the guarantee of conformity, the User must send written notice to info@spiripau.com.

The Owner will respond promptly and indicate the procedure to be followed.

For matters not governed by this clause, Articles 128 to 135-septies of the Consumer Code apply, as well as the Italian Civil Code provisions on contract formation, validity, and effectiveness, including the consequences of contract termination and the right to compensation for damages.

Point 14

Content submitted by Users

Users may upload Content to the Application, provided it is not unlawful (i.e., obscene, threatening, defamatory, pornographic, abusive, or otherwise illegal, or in violation of privacy, intellectual property and/or industrial property rights of the Owner and/or third parties), misleading, or otherwise harmful to the Owner and/or third parties, and does not contain viruses, political propaganda, commercial solicitation, mass emails, or any other form of spamming.

In the event of disputes raised by third parties, the User assumes full responsibility and undertakes to indemnify and hold the Owner harmless from any damage, loss, or expense.

The User warrants that Content is submitted to the Application via the User’s account by adults. For minors, submission of Content must be reviewed and authorized by parents or legal guardians.

The User is solely and exclusively responsible for use of the Application with regard to publishing, viewing, managing Content, and contacting between Users, and is therefore the sole guarantor and responsible party for the correctness, completeness, and lawfulness of the Content and of their conduct.

It is prohibited to use an email address that is not owned by the User, to use another User’s personal data and credentials in order to assume their identity, or otherwise to make false statements about the origin of Content.

The Owner cannot ensure a specific review of the Content received and reserves the right at any time to delete, move, or modify Content that, in its sole discretion, appears unlawful, abusive, defamatory, obscene, infringing copyrights or trademarks, or otherwise unacceptable.

Users grant the Owner a non-exclusive right to use submitted Content, without geographic limitation. The Owner may therefore, directly or through trusted third parties, use, modify, copy, transmit, extract, publish, distribute, publicly perform, disseminate, create derivative works, host, index, store, annotate, encode, modify, and adapt (including, without limitation, the right to adapt for transmission by any means of communication) in any form, any Content (including images, messages, including audio and video) submitted by the User, including via third parties.

Submitted Content will not be returned and the Owner shall not be liable to Users for loss, modification, or destruction of transmitted Content.

It is expressly prohibited, unless expressly authorized by the Owner:

• to use automated systems to upload listings, except those expressly authorized;
• to publish serial listings and/or manage listings on behalf of third parties by any means or method;
• to resell the Owner’s services to third parties.

Point 15

Industrial and Intellectual Property Rights

All content on the Application, including texts, documents, trademarks, logos, images, graphics, their layout and adaptations, is protected by copyright laws and trademark protection laws.

The Application may also contain images, documents, logos, and trademarks belonging to third parties who have expressly authorized the Owner to publish them on the Application.

Without prejudice to strictly personal use, it is not permitted to copy, alter, distribute, publish, or use Content without the Owner’s specific authorization.

Point 16

Disclaimer

The Application is provided “as is” and “as available” and the Owner makes no express or implied warranty regarding the Application, nor any warranty that the Application will meet Users’ needs, that it will be uninterrupted or error-free, or that it will be free from viruses or bugs.

The Owner will endeavor to ensure that the Application is available 24 hours a day, but shall not be liable if, for any reason, the Application is not accessible and/or operational at any time or for any period. Access to the Application may be temporarily suspended without notice in the event of system failure, maintenance, repairs, or for reasons entirely beyond the Owner’s control, or due to force majeure events.

Point 17

Limitation of liability

Except in cases of willful misconduct or gross negligence, the Owner shall not be liable to the User for disruptions or malfunctions related to use of the internet network beyond the Owner’s control or that of its suppliers.

The Owner shall also not be liable for damages, losses, and costs incurred by the User as a result of non-performance of the contract for reasons not attributable to the Owner; in such cases, the User is only entitled to any full refund of the price paid and any ancillary charges incurred.

The Owner assumes no liability for any fraudulent or unlawful use by third parties of credit cards or other payment methods, as the Owner does not in any way access the payment data used (card numbers, cardholder name, password, etc.).

The Owner shall not be liable for:

• any loss of business opportunities and any other loss, including indirect loss, suffered by the User that is not a direct consequence of the Owner’s breach of contract;
• incorrect or improper use of the Application by Users or third parties;
• issuance of incorrect tax documents or data due to errors in the data provided by the User, the User being solely responsible for correct entry.

In no event shall the Owner be liable for an amount exceeding twice the cost paid by the User.

Point 18

Force majeure

The Owner shall not be considered liable for failure or delay in performing its obligations due to circumstances beyond the Owner’s reasonable control arising from force majeure events or, in any case, unforeseeable and unpredictable events independent of the Owner’s will.

Performance of the Owner’s obligations shall be suspended for the period during which force majeure events occur.

The Owner will take any action within its power to identify solutions enabling proper performance of its obligations despite the persistence of force majeure events.

Point 19

Links to third-party sites

The Application may contain links to third-party sites/applications. The Owner exercises no control over them and therefore is not responsible in any way for the content of such sites/applications.

Some links may direct to third-party sites/applications that provide services through the Application. In such cases, the general terms and conditions for use of the site/application and for enjoyment of the service prepared by third parties shall apply to the individual services, and the Owner assumes no liability in this regard.

Point 20

Privacy

The protection and processing of personal data will be carried out in accordance with the Privacy Policy, available at www.spiripau.com/privacy-policy.

Point 21

Governing law and competent court

The Conditions are governed by Italian law.

For Professional Users, any dispute relating to the Application and the execution and interpretation of these Conditions shall fall under the jurisdiction of the court of the place where the Owner has its registered office.

For Consumer Users, any dispute relating to the application, execution, and interpretation of these Conditions shall fall under the jurisdiction of the court of the place where the Consumer User resides or has elected domicile, if located within the territory of the Italian State, without prejudice to the Consumer User’s right to bring proceedings before a court other than the “consumer forum” pursuant to Article 66-bis of the Consumer Code, having territorial jurisdiction according to one of the criteria under Articles 18, 19, and 20 of the Italian Code of Civil Procedure.

The application to Consumer Users who do not have their habitual residence in Italy of any more favorable mandatory provisions provided by the law of the country of their habitual residence remains unaffected, in particular with regard to the period for exercising the right of withdrawal, the period for returning Products in the event that the right is exercised, the methods and formalities of the related notice, and the legal guarantee of conformity.

Point 22

Online dispute resolution for Consumer Users

Consumer Users residing in Europe should be aware that the European Commission has established an online platform providing an alternative dispute resolution tool.

This tool may be used by Consumer Users to resolve, out of court, any dispute relating to and/or arising from online contracts for the sale of goods and the supply of services.

Accordingly, the Consumer User may use this platform to resolve any dispute arising from the online contract. The platform is available at: ec.europa.eu/consumers/odr/.