1) SUBJECT

A. Dial s.r.l., having a place of business at Milan, via Scarlatti 26, Italy, owns the domain name quellidellapizza.be and the application “Quelli della Pizza”, downloadable on Apple App Store™ and Google Play Store™.

B. The present General Terms and Conditions govern the relationship between DIAL S.r.l. (hereinafter DIAL) and the User relating to the sale of Food Products dough and pizza bases and any other product marketed by DIAL to the User through the website quellidellapizza.be or the application “Quelli della Pizza”.

C. All communications relating to the execution of this Agreement must be made in writing to the following e-mail address: customer@quellidellapizza.it

2) ROLES, LIABILITY AND ONLINE ORDERING

A. The present General Terms and Conditions are considered read, understood and fully accepted upon the submission of the order.

B. If the User intends to purchase DIAL products, he is obliged to confirm the order and, consequently, to make the requested payment in accordance with the agreed conditions and deadlines.

C. It’s absolutely forbidden to enter false data on the form to be filled, in order to place your order online. In this denied case, the User will have to compensate for any damage, suffered by Dial or that is requested from Dial by third parties, resulting from the inclusion of false data.

D. The website is reserved for subjects who are provided with specific professional qualification, operating in the food business and catering industry and endowed with VAT. Only these subjects will be able to place orders.

E. In any case, no provisions foreseen in favor of the Consumer which comply with European law shall apply to the User, even if a User who belong to this category (consumers) has placed the order by entering false data.

F. Upon receipt of the order, Dial will send the User an order confirmation email.

G. Any behavior by one of the Parties, even if repeated, not corresponding to one of these Terms and Conditions cannot in any way compromise the right of the other Party to request their enforcement at any time.

3) PAYMENT TERMS AND CONDITIONS

A. The User is obliged to confirm the Order and, consequently, to make the requested payment in the manner and within the agreed deadline. The contract is deemed to be concluded once payment is made and upon crediting the amount due.

B. The user can make the payment by bank transfer, PayPal or credit card, unless otherwise agreed in writing between the parties.The total amount, possibly, will also include the shipping costs better specified in the “shipping and delivery” section of this site.

C. Upon receipt of the order, Dial will send the User an order confirmation mail. The issue of the related invoice may be deferred, at the latest within the month of delivery of the supplies; the invoice will be issued using the taxpayer information entered by the User at the time of order.

D. The User expressly releases from liability Dial for any damages caused by entering false/incorrect accounting/tax data to place the order. In case of penalties against Dial, Dial can get even with the User who entered incorrect or false data.

E. Dial has the unquestionable right to refuse the order received. If Dial has already received the payment of the order, a credit note will be issued and Dial will refund the full amount paid by the User.

4) DELIVERY TERMS AND CONDITIONS

A. The products are shipped and delivered through courier specialized in temperature-controlled transport, by ship, by land or by air.

B. Being fresh or frozen products to be kept in fridge/freezer, the presence of the User or a person appointed by the User who has been previously identified to receive the delivery is required;

C. If the User is not present at the pre-established place and time of delivery, Dial will not be liable for any damage suffered by the goods being delivered;

D. In the event that the courier has been unable to deliver due to fault on the User’s part (by way of example and without limitation: the User is not present at the pre-established place and time), the costs incurred by Dial to carry out a new deliver are charged to the User.

E. If the order exceeds a minimum value better specified in the specific Web section called “shipments and deliveries”, shipping will be free throughout Italy.

F. In the event of an order lower than the above specified amount, please consult the “shipping and delivery” section of this website to learn the relative prices.

G. Delivery times vary according to the method of payment, the delivery area and the type of products ordered.

H. Upon receipt of the payment, Dial will send the User an email providing an indication of the delivery times. Dial has an obligation to:

• deliver the Products to the Customer or their representative in the place of delivery indicated by the Customer;
• share with the Customer any information necessary to allow them to take delivery of the Products.

The Customer has an obligation to:

• guarantee their personal presence or the representative’s presence in the place indicated for delivery on the indicated delivery day and time;
• take delivery of the Products.

5) CHANGES TO THE ORDER

A. Additional Changes to the Order: Dial reserves the right to accept any major modification coming from the Customer with respect to the Order already paid and confirmed, if it has not already been sent. It is understood that Dial has the right to communicate to the Customer a different delivery limit than the one stated in the Order Confirmation’ mail. In this case, the postponement of the delivery limit will not be classified as a delay in delivery attributable to Dial. In any case, the price referred to in the website quellidellapizza.be or in the application “Quelli della Pizza” will apply to the increases requested.

B. Pejorative Changes or Order Cancellation: Should the User make and communicate worsening changes of the Order Confirmation, Dial will assess the reasons given and reserve the right to withdraw from the Agreement with immediate effect or to accept the pejorative changes Should Dial decide to withdraw from the Agreement with the immediate effect and the User has already make the payment, Dial will refund the payment and a credit note will be issued. In any case, if the shipment has already been carried out, worsening changes of the order already paid will not be accepted and Dial will not refund the amount received, even if the User refuses to receive the delivery.

6) PRODUCT AVAILABILITY, QUALITY AND TECHNICAL INFORMATION

A. Product Availability: The products on sale are indicated on the Home Page of the website quellidellapizza.be or within the “Quelli della Pizza” Application and are grouped into their respective categories. The expiry date of the products will be stated on the packaging. A detailed technical sheet is indicated for each product, containing: the product description, the ingredients lists, all the useful and necessary information for the correct storage, the shelf life, the food allergens list and any other notes. The expiry date will also be indicated on the external packaging. By confirming the order, the customer expressly declares that he has carefully read all the aforementioned indications, and he expressly releases from liability Dial for any damages caused by the incompatibility of himself or of third parties to whom the product is administered.

B. Technical Information and Compliance: Dial undertakes to communicate to the Customer all the useful and necessary information for the correct conservation of the Products. Dial declares and guarantees that the production, packaging and storage process of the Product has been carried out in compliance with the national regulations of the destination regarding safety, health and food hygiene and that it possesses all sector certifications and authorizations. Dial declares and guarantees that the Products are labelled according to the European and national provisions of the country of delivery. Dial declares, and the Customer accepts, that external suppliers may also be entrusted with the manufacture of the Products. In any case, Dial will not be held responsible in any way for any facts attributable to external suppliers.

C. Product Quality and Tolerance: The Supplier declares that based on their production process they can guarantee an Acceptable Quality Level (LQA) of up to 2%. The LQA margin refers to the following elements of the Product: diameter, weight, color as well as external packaging and wrapping. The order delivered by Dial qualifies as ‘non-compliant’ whenever any defects are reported and concern more than 2% of the Products per single order.

7) DEFECTS AND DISPUTE TERMS

A. Should the Customer detect a non-conformity on the Products on the goods delivered for a percentage greater than 2% for each individual order considered, such defects must be reported to Dial in compliance with the following peremptory terms:

• overt defects and non-compliance with the Technical Sheet for fresh products must be reported within and no later than three working days of delivery;
• overt defects and non-compliance with the Technical Data Sheet for frozen products must be reported within and no later than seven working days from delivery;
• hidden defects (purely by way of example and not limited to: presence of mould or any other food deterioration) both for fresh and frozen products must be reported within and no later than three days of discovery and until the expiry date.

B. The reporting of defects must necessarily take place in writing and must be accompanied by adequate proof and specification of both the defect and – in the event of a hidden defect – the date of discovery.

C. The User must attach suitable photographic documentation, videos, food analyses and any other useful and necessary evidence for the precise identification of the defect.

D. Complaints received after the deadline and not accompanied by the required proof will be ineffective and will not be considered by Dial.

E. In the event of ascertainment and recognition of the reported defects by Dial, at their choice the User may:

a) partially or totally accept non-conforming products, however recommending that such Non-Conformity be overcome from subsequent deliveries;

b) ask for the partial or total replacement of the products with equivalent products.

F. Only if the alternatives referred to under letters a) and b) are impossible will the User be entitled to compensation for damage equal to 10% of the price of the entire order considered, in addition to the refund of the non-compliant goods as a penalty.

8) DELIVERY DELAYS

A. In case of delivery delay longer than 20 working days referred to the deadline indicated in the shipment confirmation email, Dial undertakes to pay the Customer a penalty to be agreed between the parties and up to a maximum of 10% of the price of each individual order.

B. In any case, the maximum compensation due by Dial and deriving from the aforementioned delay in delivery cannot exceed the amount paid by the User to Dial. Nothing will be due by Dial for immaterial and/or indirect damages (merely by way of example and not limited to: lost profit, loss of earnings, turnover loss, damage to their image, damage due to site stoppage, etc., whether they have asset than non-asset content).

9) WARRANTIES AND LIABILITY

A. Dial guarantees that the Products supplied:

• comply with the national and international standards applicable and in force at the time of the Order Confirmation;
• comply with the safety standards in force at the time of the order as well as those relating to the prevention of accidents on the workplace and environmental protection;
• do not compromise the safety of people, animals and/or the integrity of things.

B. Dial guarantees that all the current rules regarding food safety and cold chain requirements are complied.

C. Termination by Law DIAL has the right to declare the termination of this Agreement by written communication to the Customer in case of:

• use of DIAL’s trademark or other distinctive sign for purposes other than identifying and advertising DIAL Products without its written authorization;
• in the event of bankruptcy, voluntary liquidation and/or other insolvency procedures of the Customer;
• in case of involvement in suspected criminal or mafia activities.

D. The termination will entitle Dial to compensation for an amount equal to 30% of the price paid.

10) FORCE MAJEURE

A. None of the Parties can be held responsible for the non-fulfillment of their obligations, both as regards production and transport, when force majeure occurs, i.e. when they can prove that:

a) the impediment did not depend on a cause attributable to them;

b) the impediment was unpredictable when the agreement was concluded;

c) the impediment could not have been overcome with a reasonable effort proportionate to one’s obligation.

B. In the event of a temporary impediment to the performance of its obligation, each Party shall notify the other and communicate when such impediment no longer stands. Failure to communicate one of these declarations will result in the Party subject to the impediment being held liable with respect to any material and non-material damage suffered by the counter-party and which may have been avoided.

C. If such temporary impediment exceeds 3 months, each Party has the right to terminate the Agreement by force majeure.

D. If the impediment refers to the Customer, Dial is still entitled to the payment of the price of the Products already shipped.

11) INFORMATIONS, KNOW-HOW AND CONFIDENTIALITY

A. Exchange of Information: The Parties mutually guarantee the communication of any information and data necessary for the execution of this Agreement.

B. Know-how Ownership : The production method of Dial products, the balancing of the ingredients used to manufacture its product and the procedural guideline are part of the technical know-how owned by Dial relating to the manufacturing of the Products covered by this Agreement. Such information may be provided to the Customer and will be made available to the Customer solely and exclusively following an express and motivated documentary request that Dial reserves the right to evaluate and, in any case, for the sole purpose of executing this Agreement. The Customer undertakes to keep such information confidential and therefore undertakes not to make it available to any third parties and to prevent it from being disclosed to any third parties, obliging themselves to store it with the utmost care.

C. Confidentiality: Confidential Information means all information provided by DIAL for the duration of this Agreement, and in particular that relating to the production method of Dial products, the balancing of the ingredients for the manufacture of its product and the Procedural Guideline, as well as any information relating to Dial’s industrial and commercial organization which may be disclosed for the purposes of this Agreement. All information provided by the Customer to DIAL for the duration of this Agreement and in particular that contained in the Order Confirmation is to be considered Confidential as well. The Parties guarantee that the obligations pursuant to this clause will also be respected by their partners, employees, professionals, sub-suppliers and anybody else who may directly or indirectly become aware of such Information.

12) REFERENCES AND NOTIFICATIONS

A. For the purposes of the execution of this Agreement, the Parties will be domiciled at their respective registered offices.

B. Any communications relating to this Agreement will be made and sent by e-mail, except for communications for which the law provides for special forms of notification.

13) CHANGES AND INTERPRETATION OF THE CONTRACT

A. Any changes or annotations to the contractual conditions will be effective only and exclusively if approved in writing by the Parties.

B. Any invalidity or ineffectiveness of one or more of these General Conditions will not result in invalid, ineffective or nullity of the remaining valid and effective clauses.

14) JURISDICTION

A. This Agreement will be interpreted exclusively according to Italian law.

B. Any dispute arising from the interpretation and/or execution and/or termination of this Agreement will be devolved to the exclusive jurisdiction of the Court of Milan.

15) PERSONAL DATA PROTECTION

A. The Parties mutually acknowledge to have received the information pursuant to Regulation (EU) 679/2016 and Legislative Decree 196/2003 and any subsequent modifications.

B. The Parties mutually guarantee that the data provided as a result of this Agreement will be processed in compliance with the principles of legality, minimisation and adequacy.

C. The Parties declare to be aware that disclosure of corporate data is necessary for the proper execution of this Agreement and that each Party may communicate them to External Referents providing service