General terms and conditions of sale

1. Agreement

These general terms and conditions of sale shall apply to any supply of riding saddles and related accessories (““Products“) by Prestige Italia S.p.A., with registered offices in Via Stazione 38, Trissino (VI), Italy, (“Prestige Italia”), and are understood to be an integral and essential part of every sales agreement for the Products (““Agreement“) which will be finalised between Prestige Italia and the Customer.
The Agreement is considered finalised when the Customer receives the Prestige Italia’s order confirmation. Any requests for changes to orders already confirmed by Prestige Italia will be taken into consideration only if received by Prestige Italia within 2 (two) business days of receipt by the Customer of the Prestige Italia’s order confirmation and may be accepted or refused at Prestige Italia’s discretion.
The general terms and conditions of any kind attached to orders and/or other documents sent by the Customer and/or in any other way made aware to Prestige Italia are not, in any event, applicable to the Agreement and/or any supply of Products. Any special terms and/or conditions will be applicable to the Agreement only if contained in the Prestige Italia’s order confirmation. Further amendments and/or additions will be binding only if accepted in writing by Prestige Italia.
Upon written notice to the Customer, Prestige Italia reserves itself the right to modify the Products with respect to that which is illustrated in the related offer and/or order confirmation, when such modifications (i) are necessary and/or appropriate with respect to technical and/or production requirements, (ii) are mandatory under applicable law and (iii) do not reduce and/or modify the performance and/or quality characteristics of the Products already agreed with the Customer.

2. Orders

The purchase orders must be sent in writing, complete with all the information necessary for identifying the Products and quantities.
Any possible delay of the Customer in the transmission of data, measurements and/or technical specifications of the Products forming the subject matter of the Agreement, may result in a proportional extension of the delivery terms, which will be once again established by Prestige Italia according to its production capacities.

3. Delivery terms and location

Unless otherwise envisaged in writing, the Products will be delivered Carriage Paid To (CPT – Incoterms® 2020) the Customer’s premises or in the different location otherwise agreed between the Customer and Prestige Italia and indicated in the Prestige Italia’s order confirmation. Prestige Italia shall not be liable for any damage, loss or theft that may occur in relation to the Products after delivery to the agreed place of destination, in accordance with this Article 3.1.
As a partial derogation to the Incoterms above indicated, the freight costs shall be borne by the Customer and will be included in the Prestige Italia’s invoices.
The delivery dates terms for the Products shall be those specified in the Prestige Italia’s order confirmation, will be indicative and shall never be qualified as of essence.
In the event of delays in the delivery of the Products due to accidental events, force majeure or other events not attributable to Prestige Italia’s wilful misconduct and/or gross negligence, the Customer shall not be entitled to claim any compensation for damages or to request the termination of the Agreement and/or the reduction of the price of the Products.
Deliveries may also be made partially. In the event of delay in taking delivery/receiving the Products by more than 30 (thirty) days as from the availability date indicated by Prestige Italia, Prestige Italia may at its choice (i) terminate the Agreement and resell the Products to third parties, (ii) charge the Customer for the storage and custody costs applying a minimum of € 5,00 (five/00) per package for each day of delay.
In any event, the risk of damage and/or theft of the Products shall be borne by the Customer from the initially agreed delivery date
The Products delivered may not be returned without the express prior written authorisation of Prestige Italia. In the event of authorisation, the Customer must strictly follow Prestige Italia’s instructions, it being understood that returns must be intact (not disassembled), packaged (possibly in the original packaging) and accompanied by a return note; the Customer shall undertake all risks and costs of the return.

4. Price and payments

The prices indicated in the price list are indicative; Prestige Italia shall be entitled to update the price list at any time. The actual price of the Products is indicated in Prestige Italia’s order confirmation.
Any changes or amendments to the Products, agreed upon by the Parties after the forwarding of Prestige Italia’s order confirmation, will lead to an adjustment of the related price due to possible increases in production costs and/or raw materials, according to the matters agreed on from time to time by the parties.
The price of the Products shall be paid by the Customer according to the formalities and deadlines indicated in Prestige Italia’s order confirmation, or as otherwise agreed in writing by the parties.
Any delay or failure to take delivery of the Products by the Customer shall not result in any extension and/or deferral of the payment terms.
Prestige Italia shall have the right to suspend the delivery of the Products if: (a) the Customer’s financial and/or equity conditions are such as to jeopardise the prompt payment of the related amount; (b) the Customer does not make the prompt payment of deliveries made by Prestige Italia also within the sphere of other contractual relationships, until the full payment of the outstanding amounts and/or the provision of suitable guarantees for deliveries in progress, without prejudice in any case to Prestige Italia’s right to compensation for any damages.
In no event will any flaws and/or defects of the Products, even if expressly acknowledged by Prestige Italia, as well as any delays with respect to the agreed delivery dates, give the Customer the right to suspend the related payments, and/or any other payment due to Prestige Italia also by virtue of other contractual relationships.
In the event of delay in the payments, the Customer shall have to pay default interest calculated according to the applicable law specified below and all the amounts shall be due immediately.
In no event shall the Customer have the right to set off that which is owed to Prestige Italia by way of price for the Products against any sums owed by Prestige Italia for any reason whatsoever.

5. Retention of title

Prestige Italia shall be the sole owner of the Products until the date of their full payment.
In the event of termination of the Agreement due to the Customer’s breach, any payments made by the latter will be retained by Prestige Italia as an indemnity within the limits set forth by the applicable Italian law and set-off against damages owed, without prejudice to the latter’s right to claim for further damages suffered as a consequence thereof and to the withdrawal of the Products at the Customer’s expense.

6. Warranty

Prestige Italia guarantees that (i) the Products will be free from defects and faults in workmanship and materials for a period of 2 (two) years as of the date of the relevant delivery (“Warranty Period”), and (ii) the tree and stirrup bars are covered by a lifetime warranty, except in case they break further to an accident.
Subject to the loss of warranty, the Customer shall notify Prestige Italia in writing, by return receipt registered letter or e-mail, of any defects found in the Products within 15 (fifteen) days from the date of effective delivery or, in the event of hidden defects, within and no later than 15 (fifteen) days from their discovery.
In the event that the Customer reports during the Warranty Period the presence of defects in the Products that are then grounded and accepted by Prestige Italia, the latter shall, at its sole discretion, repair the faulty Products or replace them, with delivery of the same to the Customer Carriage Paid To (CPT – Incoterms® 2020) the Customer’s premises or the different location otherwise agreed between the Customer and Prestige Italia, it being understood that the warranty on the Products replaced or repaired will last for the residual Warranty Period envisaged for the Products originally delivered.
The warranty obligations shall be effective and binding only provided that Prestige Italia has the opportunity to verify the existence of the defects and/or faults claimed by the Customer.
Prestige Italia’s warranty obligation shall be deemed as entirely fulfilled with the removal of the defect raised by the Customer, or with the replacement of the defective Product, without any further charges or obligations.
As a partial derogation to the provisions of Article 3.5 above, and unless otherwise expressly agreed in writing between the parties, the transport costs for the return to Prestige Italia of any faulty Products shall be borne by Prestige Italia only if the Products have effectively been recognised by Prestige Italia as faulty and the return of the faulty Products has been previously authorised in writing by the latter.
Normal differences in quality related to the material used and technically unavoidable irregularities in the measurements of the structure and colour do not constitute defects of the Products.
Any samples and/or illustrations in price lists, catalogues or similar documents are merely indicative. In no event, therefore, can any samples and/or images of the Product examined by the Customer be considered as an exclusive term of comparison for the external appearance of the Products. Any colour differences of the Products delivered, with respect to the characteristics of the related samples / images examined by the Customer, will not give the latter the right to terminate the Agreement and/or to request their replacement or to reduce their price.
The warranty is excluded if the defects and/or faults of the Products are caused by the following causes:
(i) repairs and/or modifications of the Products not authorised in writing by Prestige Italia;
(ii) normal wear and tear of the Products or individual components;
(iii) improper use and/or application of the Products;
(iv) storage, maintenance and/ or cleaning of the Products not in compliance with the instructions provided by Prestige Italia;
(v) any other event for which Prestige Italia is not directly liable.
With reference to saddle trees and stirrup leather bars, the related warranty is also excluded if the defects and/or faults of the same or of the related components are determined by: (a) wear and tear, (b) accidents, (c) improper use, (d) use of unsuitable products, (e) tampering or alteration.
Should the Customer fail to duly pay the agreed price, even if such default or such delay concerns only a single part of the aggregate price of the Products, the warranty shall not apply.
Without prejudice to the application of the rules on liability for damage caused by faulty products and any liability in the event of wilful misconduct or gross negligence, Prestige Italia shall not be liable for direct, indirect, incidental or consequential damages that the Customer and/or third parties may suffer due to defects in the Products.
The Customer shall not be entitled to terminate the Agreement due to defects relating to the Products covered by this warranty in the event of prompt fulfilment by Prestige Italia of its obligations.
In no event shall Prestige Italia’s total liability for damages deriving from faults and/or defects of the Products by virtue of an Agreement exceed their total price.

7. Industrial and intellectual property rights

The Customer may not make changes to the Products or remove, modify, or tamper with the trademarks, logos, information or numbers displayed and/or printed on the Products.
The Customer shall keep confidential all industrial and commercial information of confidential nature relating to the Products and to Prestige Italia.
Trademarks, specifications, and technical information (including price lists, catalogues or other similar documents, also on computerised and digital mediums) relating to the Products are and shall remain the exclusive property of Prestige Italia. The Customer shall not reproduce them in any way, not even partially, unless previously authorised in writing by Prestige Italia.

8. Force Majeure

Prestige Italia shall not be liable for delay or failure to perform any of the obligations set out under any Agreement regulated by these general terms and conditions by reason of circumstances beyond its reasonable control (“Force Majeure Event”). The Events of Force Majeure shall include without limitation, strikes, union agitation, lock-outs accidents, fortuitous event, fire, short supply or absence of raw materials, delay of the suppliers and/or of the carriers in the delivery of raw materials, force majeure, governmental orders or similar orders, whether or not valid, computer bug, earthquakes or other disaster of the elements, embargoes, war, insurrections.

9. Exclusive jurisdiction

All disputes relating to these general terms and conditions, any Agreement and/or the supply of Products, shall be exclusively submitted and solely settled by the Court of Vicenza, Italy.
However, Prestige Italia shall be entitled, at its exclusive discretion, to institute proceedings against the Customer before the competent Court where the Customer has its registered office.

10. Applicable law

These general terms and conditions of sale and the related Agreements shall be governed by the Italian Law.

11. Waivers

Failure by Prestige Italia to enforce any one of the rights set forth in these general terms and conditions shall not be construed as a waiver of such rights, nor shall it prevent Prestige Italia from expecting strict compliance with them at any other time.

12. Sustainability

For Prestige Italia, ‘sustainability’ means acting responsibly towards the environment, people and the community.
Consistent with this approach, which we call “Looking to the Future”, our daily work is based on the following strategic sustainability aspects: “Sustainable saddle manufacture”, “People-oriented company”, “Responsible sourcing”.
In light of the above, the Customer also undertakes to:
(i) not to use, nor support, the employment of persons under 16 years of age;
(ii) ensure its employees and collaborators equal opportunities and freedom of association, promoting the development of each individual;
(iii) oppose the use of corporal punishment, mental or physical coercion, verbal abuse and any other form of inhuman treatment;
(iv) abide by laws and industry standards on working hours and ensure that wages are decent and sufficient to meet the basic needs of Personnel;
(v) maintain a safe and healthy working environment, with adequate protection against hazardous situations;
(vi) evaluate and select suppliers and subcontractors on the basis of their level of social and environmental responsibility;
(vii) not tolerate corruption in any form or manner;
(viii) assess and reduce the environmental impact of its activities, with particular attention to waste management, promoting separate waste collection and recycling, strictly complying with applicable regulations.
The Customer also undertakes to impose the aforementioned principles, values and policies on its possible collaborators, regularly monitoring their effective compliance with this obligation.
The Customer acknowledges that Prestige Italia has the right to verify at any time, directly or through third parties, the Customer’s fulfilment of its obligations under this article.