General terms and conditions of sale




1. Effectiveness of General Terms and Conditions – Modifications



1.1 The purpose of these General Terms and Conditions of Sale (hereinafter referred to as “General Terms and Conditions”) is to regulate purchases made through the website (here in after referred to as the “Website”) and the tools available therein.

1.2 All products offered for sale are described in the detailed Website pages available within the respective sections, organised according to product category (“hi-tech”, “lifestyle”, “office”, etc.).

1.3 The Website is owned and operated by Reply S.p.A. (hereinafter referred to as “Reply”), with registered office in Corso Francia, 110, Turin, Tax Code and Turin Company Register number 97579210010, VAT registration no. 08013390011.

1.4 All product purchases made through the Website (hereinafter referred to as “Purchase Contract/s”) by users who have access to the same Website (hereinafter referred to as “Customers”) are governed by these General Terms and Conditions and by other provisions and operating instructions included on the Website. In the event of conflict between the aforementioned provisions and operating instructions and the information contained in the General Terms and Conditions, the latter shall prevail.

1.5 All conditions, including those relating to payments potentially granted to the Customer as an exception to the General Terms and Conditions, shall only be valid if Reply has accepted these alternative conditions in writing.

1.6 The provisions set out by these General Terms and Conditions apply equally to all Customers, with the exception of those provisions for which exclusive applicability to Consumer Customers has been expressly stated. “Consumer Customer/s” refers to an individual (who has reached the age of majority, or is otherwise able to act in accordance with the law), who purchases the products or services offered on the Website for purposes unrelated to entrepreneurial, commercial, artisanal or professional activities eventually carried out; conversely, “Professional Customer/s” refers to any Customer, individual (who has reached the age of majority or is otherwise able to act in accordance with the law), or legal entity, who makes a purchase within the scope of his/her business, commercial, artisanal or professional activities. Pursuant to and in accordance with these General Terms and Conditions, it is assumed that Customers who enter their VAT number in the Website area reserved for Customer data when making a purchase request, are not “Consumer Customers”. The Purchase Contracts entered into by Consumer Customers are also subject to the provisions of Articles 49 to 65 of Legislative Decree no. 206/2005, the Consumer Code. Unless otherwise specified in these General Terms and Conditions, “Customer/s” shall refer to both Consumer Customers and Professional Customers.

1.7 Before completing each purchase transaction, Reply invites each Customer to carefully read these General Terms and Conditions and, once the purchasing procedure provided for by the Website has been completed, to print and retain a copy or save it in electronic format.

1.8 Reply may, at any time and without notice, modify the contents of the General Terms and Conditions set out in this document. Any amendments shall be effective as of the date of publication on the Website, which shall be stated in the header and/or at the bottom of the same General Terms and Conditions, and, with the exception of changes that are more favourable to the Customer, shall only apply to contractual proposals (or Orders) for purchases submitted by the Customer in accordance with Article 2 of these General Terms and Conditions after the relevant publication date.




2. Purchasing procedure



2.1 In order to proceed with the purchase, the Customer must complete the appropriate registration process by filling in the forms available on the Website, taking care to correctly enter their personal data as required in electronic registration forms. The Customer shall, in any case, assume full responsibility for the truthfulness and correctness of data entered and sent to Reply during the registration process. It is understood that no claims for any damages/delays/inconvenience traceable and/or relating to the incorrectness and/or inaccuracy of the personal data entered at registration time and/or subsequently modified, can be attributable in any case to Reply.

2.2 Except as stated in paragraph 2.10, the Customer will be able to purchase Products, as defined below, solely and exclusively after Website registration and access to the same (or log in) by entering their e-mail address and password. Once registered and/or having accessed the Website, the Customer will be able to place their order, view their order history, change the registration data they entered and/or communicate a delivery address and/or billing address different from that/those specified during registration.

2.3 The Customer may purchase products available in the electronic catalogue published on the detailed pages of the Website, within the respective sections organised by product category, as described in the relevant data sheets available on the Website (hereinafter referred to as “Product/s”), complying with the technical access procedures specified therein. Where available, the visual representations of the Products on the Website are typically the photographic image of the Products themselves and have the sole purpose of presenting the Products in question for sale, without any guarantee or commitment on Reply’s part concerning the exact correspondence between the image depicted on the Website and the actual Product, with reference to Product colours in particular. In the event of a discrepancy being identified between the image and the written product description, the product description shall always prevail.

2.4 In order to make the purchase, the Customer must select the Product, specify the desired quantity and add it to their shopping basket. Subsequently, the Customer can view the order summary in the "Basket", which shows the selected Products, their names, the quantity specified and the price of each individual Product, as well as the total order price. The Customer, following the Website navigation and the relevant instructions, shall formulate a proposal to Reply based on these General Terms and Conditions concerning the purchase of the Products contained and summarised in the basket and according to the conditions summarised therein (hereinafter referred to as “Order/s”).

2.5 The publication of Products displayed on the Website constitutes an invitation to the Customer to make a contractual purchase proposal. The Order submitted by the Customer therefore constitutes a contractual proposal and implies full acknowledgement and acceptance of these General Terms and Conditions.

2.6 Each Order can be viewed by the Customer on the Website, within their personal area or account, immediately after the Order has been submitted.

2.7  Each Purchase Contract entered into between Reply and the Customer shall be deemed as concluded upon acceptance of the Order by Reply. Reply has the right to accept or refuse, at its discretion, the Order submitted by the Customer, depending on the availability of requested products, without the latter being able to make any claims or having any rights whatsoever, in any capacity, including compensation, if the order is not accepted. Reply's acceptance shall be communicated to the Customer by e-mail to the address provided by the latter during registration (hereinafter referred to as “Order Confirmation”) and shall be effective from the time the e-mail in question is sent. If the Order is not accepted, Reply shall notify the Customer by e-mail. In addition to the “Order Number”, the Order Confirmation message shall contain the information required by law and a link to these General Terms and Conditions, as well as the data entered by the Customer, who undertakes to verify the correctness of the information and to promptly communicate any corrections.

2.8 Within 12 hours of receipt of the Order Confirmation e-mail referred to in paragraph 2.7 above, the Customer has the right to cancel the Order, exclusively using the specific functionality for accessing and modifying the Order provided in the aforesaid personal area of the Website. Except as specified above with regard to order cancellations, the Order cannot be cancelled after this period.

2.9 In the event that it is not possible to proceed with the delivery of the Products listed in the Customer’s Order, due to their unavailability, or because the Products have been discontinued, or are otherwise unavailable, as well as in the event that Reply has identified (due to technical or formal errors) an inaccuracy in the price and/or the characteristics, published on the Website, of the Products included in the Customer's Order, Reply shall promptly communicate the matter to the Customer, inviting the latter to submit a new order, if still interested. In the event that the Customer does not intend to proceed with a new Order, the previous Order shall be cancelled and the price already paid shall be refunded. It is understood that under such circumstances, Reply’s liability shall be limited to a refund of the amounts already paid by the Customer.

2.10 By placing the Order, as specified above and in accordance with the operating instructions also available on the detailed Website pages, Customers declare that they have read all the information provided during the purchasing process and fully accept the General Terms and Conditions and the payment terms described below.




3. Product pricing, delivery costs and product availability



3.1 All Product prices are clearly indicated on the Website and include only VAT, where applicable, at the rate applicable from time to time, as separately stated. The prices do not include any additional taxes, levies or duties imposed by applicable legislation, such as import duties. In this case, the Customer will have to clear customs, paying any taxes and duties (separate from VAT) required in the importing country.

3.2 Product prices listed on the Website are subject to change at any time and without notice, without prejudice only to Orders already placed and pending acceptance or accepted by Reply as above, the economic conditions of sale in force at the time the Order was placed by the Customer shall apply.

3.3 Product availability and the relevant Product delivery times are purely indicative, as they cannot be updated in real time. It is understood that for purchases made by a Consumer Customer, the Products subject to an Order confirmed by Reply - based on the Order Confirmation process - shall be delivered within a maximum of 30 (thirty) days from the date of conclusion of the Purchase Contract, as specified in paragraph 2.8.

3.4 If, for reasons beyond Reply’s control, the delivery of the ordered Product is subject to a delay with respect to the delivery times indicated on the Website prior to the Order being placed, Reply undertakes to promptly notify the Customer by e-mail to the address specified by the latter during the Website registration process.

3.5 Shipping and delivery costs, which may vary depending on the delivery method as well as the country of destination and the total amount of the Order, is added to the total of each Purchase Contract and shall be clearly identified and communicated to the Customer on the Website, before the Order is placed. The aforementioned shipping cost shall also be stated in the Customer’s personal area, until the Order has been processed and in any case shall be indicated in the Order Confirmation.



4. Payments



4.1 Payments for Purchase Contracts entered into under these General Terms and Conditions may only be made by PayPal or credit card. The Customer must choose the desired payment method upon conclusion of the Purchase Contract. Once the payment method has been selected during the purchasing process, it cannot be changed.

4.2 The relevant Bank shall immediately verify the validity of the Customer’s credit card and shall charge the amount corresponding to each Purchase Contract at the time of the conclusion of the purchase and the submission of the Order, as described in paragraph 2.4 above. If the Order is cancelled as indicated in paragraph 2.8 above, the price and delivery charges, where applicable, paid by the Customer, shall be refunded.

4.3 The Customer's credit card information is transmitted using a secure connection directly to the Website of the Bank managing the transaction.

4.4 Reply reserves the right, at any time, to request additional Customer information (such as a phone number) necessary for the execution of the Purchase Contract, or copies of documents proving ownership of the credit card used for the Purchase Contract. If the Customer fails to provide the information or additional documentation required, Reply reserves the right to decline the Order or to withdraw from the finalised Purchase Contract, in cases where the failure to submit the requested information does not allow for the completion of the Order or the Purchase Contract, providing the Customer with substantiated contextual information communicated to the e-mail address specified by the latter.

4.5 Payment methods other than those listed above or specified on the Website shall not be accepted under any circumstances, without specific written agreement with Reply.




5. Delivery and documentation



5.1 Delivery shall be made to the address specified by the Customer in the Order.

5.2 All Product deliveries shall be made at Reply’s risk. The risk shall be transferred to the Customer on delivery into the hands of the Customer or an authorised individual (qualifying as such at the time of delivery and without any obligation of verification by Reply and/or the entrusted carrier/shipping company), of the Products by the shipping company, carrier or other agent entrusted by Reply with the delivery.

5.3 Shipping and delivery costs, as applicable, shall be calculated automatically by the Website and shall be made available for the Customer to view before the Order is placed. These costs may vary from country to country.

5.4 No liability, for any reason whatsoever, may be imposed on Reply by the Customer in the event of any delay in the processing of the Order or the delivery of the Products covered by the Purchase Contracts.


5.5 For each Purchase Contract completed on the Website, Reply shall issue a packing/delivery document or an invoice for the Products that will be shipped. The invoice shall be sent by Reply to the e-mail address specified by the Customer who placed the Order. The information provided by the Customer at the time the Order was submitted shall prevail for issuing the invoice. No changes may be made to the Invoice after it has been issued, nor will it be possible to issue an invoice after the Order has been processed.

5.6 Unless otherwise communicated to the Customer by Reply, the delivery of Products refers to street level. Upon delivery of the Products by the courier appointed by Reply, the Customer shall verify (a) that the number of packages delivered corresponds to what is indicated in the transport document and (b) that the packaging has not been damaged or otherwise altered, including the sealing materials.

5.7 Any damage to the packaging and/or Products or a mismatch in the number of packages or particulars must be immediately reported by the Customer, by writing “ACCEPTED with RESERVE” on the courier's delivery receipt. Moreover, the Customer undertakes to promptly report - and in any case subject to forfeiture, no later than 8 (eight) days from the delivery date - to Reply (also by email) each and any problem inherent in the physical integrity, correspondence or completeness of the products received.

5.8 In order to carry out the delivery of the Products ordered, the presence of the Customer or of an authorised individual is always required at the place indicated by the latter and on the day of the scheduled delivery. In case the Customer (or the Customer’s appointee) is absent, the courier shall leave a notice of delivery attempt for the next working day and a contact number to arrange a different delivery date. If the second delivery attempt is also unsuccessful, the purchase Order shall be considered as cancelled and the Products shall be returned to Reply’s warehouses. In the latter case, Reply shall reimburse the Customer the price of the undelivered Products plus the shipping cost, when at the Customer's expense, within a maximum of 30 (thirty) days from the return of Products to stock and the relative Purchase Contract shall be automatically and permanently cancelled, foregoing the right to any further claim, in any capacity.

5.9 Circumstances relating to force majeure, unavailability of transportation, as well as any unforeseen or unavoidable events that may delay the deliveries or render them difficult or impossible, or that lead to a significant increase in the delivery cost to be borne by Reply, entitle the latter to split, postpone or cancel all or part of the delivery, or to terminate the Purchase Contract. In such cases, Reply shall provide timely and adequate notice of its decisions to the e-mail address specified by the Customer, and the latter shall be entitled to a refund of the cost already paid, foregoing the right to any further claim, in any capacity, against Reply.




6. Right of withdrawal



6.1 In accordance with Article 52 of Legislative Decree no. 206/2005, the Consumer Code, the Consumer Customer shall be entitled to withdraw from the Purchase Contract for any reason and without explanation or penalty, subject to compliance with the procedures set out below.
In accordance with Article 59, subsection I, letter o) of Legislative Decree no. 206/2005, the right of withdrawal under this Article shall not apply and shall be expressly excluded in relation to digital content subject to a Purchase Contract, where the Consumer Customer has, on his own initiative, initiated the relevant downloading process.

6.2 In the event that the Consumer Customer wishes to exercise the right of withdrawal pursuant to paragraph 6.1 above, the Consumer Customer shall send Reply a communication to this effect - by e-mail, directing it to - within 14 days of receipt of the Products with respect to which it intends to exercise this right. Such notice shall indicate the “Order Number” assigned by Reply. Reply shall promptly communicate confirmation of the withdrawal to the Customer by e-mail to the address specified by the latter, as well as return instructions, by assigning a unique return code for the Product/s. The returned Product must be received by Reply within 14 days of receipt of the written communication of the abovementioned unique return code. For this purpose, as well as with regard to exercising the right of withdrawal in a timely manner, the date of delivery to the post office or to the shipping company shall prevail.

6.3 In order to correctly exercise this right of withdrawal, the Consumer Customer shall comply with the following terms and conditions:
• the withdrawal may only apply to Products covered by a single Purchase Contract, with the understanding that the withdrawal shall apply to the Product in its entirety;
• the Products covered by Purchase Contracts with respect to which the Consumer has exercised its right of withdrawal must be intact and returned in their original packaging, if any, complete in all its parts (including packaging and any documentation, including ancillary documents);
• in compliance with the instructions received from Reply, the Consumer Customer shall, at its sole responsibility and care in the event of withdrawal pursuant to paragraph 6.1 above of these General Terms and Conditions and subject to Reply’s exclusive responsibility, in the event of withdrawal due to a defective or non-conforming product, ship and return the products to Reply;
• if the returned Product is damaged during transport, Reply shall only be required to give notice of the incident to the Consumer Customer in order to allow it to issue a timely complaint against the courier selected by the latter, against whom (and/or its insurance company) it shall take action.

6.4 Shipping costs for the return of the Product/s covered by the withdrawal shall be borne by the Consumer Customer. Until certification of receipt at  Reply’s warehouse, the shipment shall be under the full responsibility of the Consumer Customer. Reply shall not in any way be responsible for the damage or theft or loss of Products being returned.

6.5 Once the integrity of the returned Product has been verified, Reply shall refund the Consumer Customer the full amount paid for the Products covered by the Purchase Contract that are being withdrawn, including delivery costs, if any, no later than 14 days from the day on which it was made aware of the withdrawal exercised by the Customer. The refund shall be made by crediting the amount charged to the credit card specified by the Consumer Customer, in accordance with the correlative banking details, provided by the latter.

6.6 In the case of non-compliance with the conditions and procedures for exercising the right of withdrawal referred to in the preceding paragraphs, as well as in the event of damage to the Products for reasons other than transportation, the Purchase Contract shall remain valid and effective and Reply shall arrange for the return of the wrongfully returned Products to the Consumer Customer, charging the correlative shipping costs to the latter.



7. Warranty in the event of defective products



7.1 Reply is accountable to Consumer Customers, up to 2 years after delivery of the Products, in accordance with Articles 130 and 132 of Legislative Decree no. 206/2005, for any defects to the Products that may exist at the time of delivery, with a focus on defective or damaged products. The Consumer Customer forfeits the rights granted under Article 130, paragraph 2 of Legislative Decree no. 206/2005 if no complaint of the defect detected is issued to Reply within 2 (two) months from the date on which the defect in question was discovered.

7.2 If the Customer is not a Consumer Customer, all Products sold through the Website are covered under a 12 (twelve) months warranty against defects, in accordance with the provisions of applicable law.

7.3 Reply shall make every diligent effort to replace, at its own expense, any Products delivered and confirmed by the latter to be damaged or defective, with other Products of the same quality and title available in its warehouses, provided that the same:
- have been returned by the Customer in their original packaging (complete with all parts and including the relevant technical documentation);
-  the Customer has not carried out and/or attempted any corrective actions of the defect without Reply’s express approval in writing;
-  the Customer is not guilty of culpable behaviour, including mild in nature, relating to the storage and/or transport of the product and has correctly applied all the provisions contained in the documents accompanying the product, including safety data sheets, technical data sheets etc. made available to it the defect in question is not the result of any improper use of the product and/or non-compliance with its intended use by the Customer.
If replacement with the same product is not possible (for example, because it has been discontinued from the catalogue), Reply shall refund the Customer the amount paid for the defective Product, excluding any further responsibility byReply, in any capacity.

7.4 To make use of the product warranty, the Customer must retain the invoice or the transport/delivery document that it will receive by e-mail and/or in the technical documentation concerning the product. Any manufacturer's warranty shall be provided by the latter, directly in the manner specified in the documentation found inside the Product packaging. In the event of servicing and repairs for defects or of non-compliance not covered by the legal or conventional warranty, any costs relating to the verification and repair of the Product by authorised service centres, together with any related shipping costs, shall be charged to the Customer.

7.5 The use of the warranty entails the request for assistance at an authorised service centre in the area and/or compliance with the procedures described in the documentation found inside the product packaging. In particular, any manufacturer's warranty shall be provided in the manner specified in the documentation found inside the Product packaging.




8. Returns



8.1 Outside the scope of cases referred to in paragraphs 6 and 7 above, Reply will not accept returns and/or exchanges of Products purchased, unless otherwise agreed to in writing between Reply and the Customer, as part of which the specific arrangements and procedures to be followed for the return shall also be specified. It is understood that in the case of returns or product exchanges allowed for in agreement with Reply, the shipping costs shall be borne by the Customer and that the Product must be returned in perfect condition and in its standard packaging supplied by Reply at collection time, with the latter reserving the right to charge the Customer the price of damaged Products. The number of Products returned and/or exchanged must be analytically indicated on the packing slip, with reference to the relevant tax document.




9. Communications and complaints



9.1 All communications or any Customer complaints against Reply relating to Purchase Contracts should be directed to the Customer Service responsible for managing the Website, by sending an e-mail to Reply or by recorded delivery letter sent to the latter at the address indicated in paragraph 1 above.




10. Industrial and intellectual property rights



10.1 Industrial and/or intellectual property rights on trademarks, logos, patents, distinguishing marks, whether registered or not, shown on the Products and on all their brochures, manuals, technical specifications and other information provided by Reply with the goods in question or in connection therewith and/or on the Website, shall remain the exclusive property of Reply and/or the owners of the related rights.

10.2 The Customer undertakes to indemnify Reply against all damages, claims, costs and expenses that the latter may incur due to any violation and/or alleged infringement of patents, trademarks, logos, copyrights, registered and unregistered designs, and/or any other industrial and/or intellectual property rights made by the Customer.




11. Responsibility



11.1 The Customer undertakes to use the Products purchased on the Website in accordance with their intended use and to comply with all the rules and procedures of use specified in the technical documentation supplied by Reply. The latter shall under no circumstances be held liable for non-fulfilment, direct and/or indirect damage, and losses suffered by the Customer, including its employees, contractors and/or assignees, due to injury, death and/or damages to property resulting from the improper use of the Products. In no event shall Reply be liable for damages caused by the Customer to itself and to third parties as a result of the latter’s negligence, imprudence or inexperience following the delivery of the Products.

11.2 Without prejudice to the provisions of Legislative Decree no. 206/2005, as applicable, the Customer declares and agrees to guarantee, indemnify and hold Reply including holding companies, subsidiaries, associates, branches and affiliates, their successors and assignees) harmless from and against any claim, cost, proceeding, action, liability, loss, expense, order, decree, legal rights or fees, court costs, including damages of any kind related to or arising from any actual or alleged personal injury (including death), property damage or loss of any kind that is assumed to be derived from the incorrect and/or non-compliant use of the Products, as well as failure by the Customer to comply with paragraph 11.3 below. In any case, Reply’s  overall liability, pursuant to a Purchase Contract and in any capacity, may not exceed the amount paid by the Customer for the Purchase Contract in relation to which a claim has been made.

11.3 In the event that the Products subject to an Order have to be delivered to a country outside Italy, the Customer shall be fully liable to comply with all applicable import laws. In particular, by adhering to these General Terms and Conditions and with the conclusion of a Purchase Contract, the Customer undertakes: (i) not to import Products in violation of applicable national and/or EU and/or international laws and regulations in force (ii) not to import Products in countries where a government authorisation or a license or any other import permit is required, without first obtaining such authorisation, license or permit, as well as undertaking to indemnify and hold Reply harmless with respect to any damage, liability, cost or expense that the latter may incur, as specified in paragraph 10.2 above.




12. Duration



12.1 Except as indicated in the previous paragraph 1, these General Terms and Conditions have an indefinite duration and shall apply in relation to all Orders placed by the Customer through the Website.




13. Processing of personal data



13.1 In accordance with Section 13 of EU Regulation no. 679/2016 and supplementing the provisions of the Privacy Policy - available on the Website and published at the following link, and to which full reference should be made on matters not expressly provided for herein - it should be noted that Customers' personal data (hereinafter referred to as “Data”) collected during registration and access to the Website and/or the sending of Orders through the latter and/or tools available therein, shall be processed in order to allow Reply to carry out the activities necessary for the conclusion, management and execution of Orders and, in general, for the correct fulfilment of the Purchase Contract with the Customer, as well as for purposes strictly related to and/or necessary to satisfy the requests from time to time made by the Customer through the Website and for the fulfilment of obligations set forth by applicable laws, regulations and EU legislation, as well as the provisions laid down by authorities empowered to do so by law or by supervisory and control bodies.

For the aforementioned reasons, Customer Data may be disclosed, in whole or in part, to third parties external to Reply's business structure, such as couriers as well as to any other Reply Group companies, which shall act respectively as external data processors and autonomous data controllers. A complete list of appointed data processors and other Reply Group companies to which Customer Data may be communicated is available by request from Reply’s headquarters.
For this reason, it should be noted that the collection of Data is mandatory for the purposes indicated above with the consequence that, in such cases, refusal to provide the Data in question will make it impossible for Reply to fulfil Customer Orders, requests or selection options.
For further information please refer to the complete Privacy Policy published at the link specified above.




14. Governing law and jurisdiction



14.1 The Purchase Contract between the Customer and Reply is understood to have been concluded in Italy and governed, together with these General Terms and Conditions, exclusively by Italian Law, with the exclusion of legislation regarding conflicts of law and the United Nations Convention on the International Sale of Goods (CISG).

14.2 Any disputes arising in connection with these General Terms and Conditions and with Purchase Contracts and Orders, respectively, concluded and submitted by virtue thereof, shall be subject to the exclusive jurisdiction of the Italian judicial authorities and the Court of Turin, with the exception of disputes with Consumer Customers who instead fall within the jurisdiction of the competent Court of the Consumer Customer’s place of residence, in accordance with the provisions of Legislative Decree no. 206/2005, the Consumer Code.