GENERAL TERMS AND CONDITIONS OF ONLINE B2B SALES

1. Seller and Scope of Application

These General Terms and Conditions of Sale govern purchases made through the website www.ufficiostile.com, owned by:

Ufficiostile S.p.A.
Registered office: Via Alessandro Stradella, 67 – 00124 Rome (RM) – Italy
Tax Code and VAT No.: 06049991000
REA No.: RM 961016
Website: www.ufficiostile.com
E-mail: info@ufficiostile.com
Tel.: 800.011.042

hereinafter also referred to as “Ufficiostile” or the “Seller”.

These General Terms and Conditions are drawn up in accordance with Italian law applicable to commercial relations between professional operators and to electronic commerce, in particular the Italian Civil Code and Italian Legislative Decree No. 70 of 9 April 2003, as subsequently amended.

2. Sales Reserved Exclusively for Professional Customers

Online sales through the website www.ufficiostile.com are reserved exclusively for persons or entities holding a valid VAT number who make purchases in connection with their business, commercial, craft or professional activities.

Purchases may not be made through the website by private consumers.

For the purposes of these General Terms and Conditions, “Customer” or “Professional Customer” shall therefore exclusively mean a person or entity who:

holds a valid VAT number;
makes the purchase for purposes connected with their business, commercial, craft or professional activity;
provides the tax and company information required during the purchasing process.

By submitting an order, the Customer represents and warrants that they are acting within the scope of their professional or business activity and are not making the purchase for personal purposes or for purposes unrelated to such activity.

Ufficiostile reserves the right to verify the information provided and not to accept, or to cancel prior to conclusion of the contract, orders submitted by persons or entities who do not meet the above requirements.

The provisions of Italian Legislative Decree No. 206/2005 – Consumer Code which are reserved for consumers shall not apply to the contractual relationships governed by these Terms and Conditions.

In particular, unless expressly granted by Ufficiostile as a commercial concession, the statutory right of withdrawal applicable to consumers in distance contracts shall not apply.

3. Acceptance of the General Terms and Conditions

Before submitting an order, the Customer must read these General Terms and Conditions of Sale.

Submission of the order implies acceptance of these General Terms and Conditions.

The General Terms and Conditions are made available to the Customer in a format suitable for consultation, storage and reproduction.

The Terms and Conditions applicable to each individual contract shall be those published on the website and accepted by the Customer at the time the order is submitted.

Clauses requiring specific approval pursuant to Articles 1341 and 1342 of the Italian Civil Code shall be subject to separate acceptance during the purchasing process.

4. Products and Product Features

Ufficiostile sells through its website office furniture, seating, accessories, storage systems and other products described in the relevant product pages.

The characteristics, dimensions, materials, finishes, colours, configurations and main technical specifications of the products are those indicated on the relevant product page or in the technical documentation referred to therein.

Before placing an order, the Customer is responsible for verifying that the product characteristics are suitable for the Customer’s requirements and intended use.

Photographs, settings, renderings, images and graphic representations displayed on the website are primarily for illustrative purposes.

Colours may appear differently from the actual product due to lighting conditions, photographic characteristics, printing processes, the device used or screen settings.

For products made using wood, veneers, stone, leather, fabrics or other natural materials, or materials naturally subject to variation, any differences in colour, grain, porosity, texture, figuring or surface characteristics compatible with the nature of the material shall not constitute defects.

Normal dimensional and manufacturing tolerances inherent to the type of product purchased shall also be permitted, provided that they do not impair the product’s suitability for the agreed use.

5. Purchasing Procedure

The Customer selects the desired products, quantities and any available options or configurations and adds them to the electronic shopping cart.

Before finally submitting the order, the Customer may verify and, where necessary, modify:

selected products;
quantities;
company details;
VAT number;
billing information;
delivery address;
payment method;
delivery method;
any additional services.

Before the order is submitted, the Customer is shown a summary indicating the products purchased, the relevant prices, applicable VAT, any transport costs and any other applicable charges.

Submission of the order constitutes a contractual offer to purchase addressed by the Customer to Ufficiostile.

6. Conclusion of the Contract

Upon receipt of the order, Ufficiostile automatically sends the Customer an electronic communication confirming receipt thereof.

Such communication normally includes:

order number;
Customer details;
products ordered;
quantities;
prices;
VAT;
any transport and service charges;
total order amount;
payment method.

The automatic order receipt confirmation does not constitute acceptance of the contractual offer.

Ufficiostile subsequently verifies the order, product availability, the accuracy of prices and the information provided.

The contract shall be deemed concluded only when Ufficiostile notifies the Customer of its acceptance of the order by e-mail or other electronic communication.

Any payment made by the Customer before acceptance of the order shall not automatically constitute acceptance of the Customer’s offer by Ufficiostile.

If the order cannot be accepted, Ufficiostile shall inform the Customer and refund any amounts already received.

7. Product Availability

Product availability displayed on the website is updated as accurately as reasonably possible.

However, products may subsequently become unavailable due, by way of example, to:

simultaneous orders;
inventory not being updated in real time;
unavailability from the manufacturer or supplier;
discontinuation or modification of the product;
unavailability of components, materials or finishes.

If the ordered product is unavailable, Ufficiostile may offer the Customer:

a new delivery date;
an alternative product;
a different finish or configuration;
cancellation of the relevant order item and refund of any amount already paid.

Any alternative product or material modification to the order shall require the Customer’s acceptance.

8. Prices and VAT

Unless expressly stated otherwise, all prices published on the website are exclusive of VAT.

The applicable VAT rate and amount are shown separately in the shopping cart and in the order summary.

Before the order is submitted, the following are also shown:

product price;
any discounts;
VAT;
transport costs;
any delivery or installation charges;
any additional services purchased;
total amount payable.

The applicable prices shall be those displayed at the time the order is submitted, except in the case of an obvious and recognisable material error.

If there is an obvious error in a price or description, Ufficiostile shall inform the Customer before accepting the order.

The Customer may confirm the purchase at the correct terms or cancel the order and obtain a refund of any amount already paid.

9. Payment Methods

Purchases made through the website may be paid for using the payment methods available during checkout, which may include, where provided:

credit or debit card;
PayPal;
advance bank transfer;
any other payment methods indicated on the website.

Where payment is made by card or through another payment service provider, the transaction is managed in accordance with the terms and security systems of the relevant provider.

In the case of payment by bank transfer, the order will normally be processed only after the funds have actually been credited.

Ufficiostile shall issue the invoice on the basis of the tax information supplied by the Customer.

The Customer is responsible for the accuracy of the VAT number, company name, recipient code or certified e-mail address (PEC), and any other information required for invoicing.

10. Late Payment

Where Ufficiostile grants the Customer deferred payment terms instead of advance payment, the Customer must comply with the agreed payment deadlines.

In the event of late payment, where the relevant requirements are met, default interest and any additional amounts provided for under Italian Legislative Decree No. 231 of 9 October 2002, concerning late payments in commercial transactions, shall apply.

Ufficiostile may also suspend any supplies or services not yet performed where overdue amounts remain unpaid, subject to prior notice to the Customer and within the limits permitted by law.

11. Delivery Times

The indicative delivery date or delivery period shall be communicated on the product page, during the purchasing process, in the order acceptance or in a subsequent communication.

Unless expressly identified in writing as an essential deadline, delivery dates shall be considered indicative.

Unless otherwise stated, the delivery period shall commence from conclusion of the contract and, where applicable:

upon receipt of payment;
upon finalisation of finishes;
upon approval of any drawings;
upon communication of any required measurements;
upon receipt of all technical information required to process the order.

Reasonable delays shall not automatically entitle the Customer to compensation or termination of the contract.

Ufficiostile shall remain liable in those cases in which liability cannot be excluded under mandatory provisions of law.

12. Transport and Delivery

Delivery shall be made to the address provided by the Customer in the order.

The Customer shall ensure that the address provided is correct and that the delivery location is accessible to the vehicles and personnel responsible for delivery.

The Customer shall notify Ufficiostile in advance of any special circumstances that may affect delivery, including:

restricted traffic zones or traffic restrictions;
permits that may be required;
difficult access;
narrow stairs or corridors;
absence or inadequacy of lifts or goods lifts;
requirement for aerial platforms, cranes or special equipment;
restrictions on delivery times;
safety procedures for access to the premises.

Any additional costs arising from circumstances not previously disclosed by the Customer may be charged to the Customer where actually incurred by Ufficiostile.

If delivery cannot be completed due to circumstances attributable to the Customer, Ufficiostile may arrange a new delivery and charge the documented costs of additional handling, transport, storage or warehousing.

13. Delivery Including Installation

Where installation is included in the order, the Customer shall ensure that the premises are:

accessible;
clear in the relevant areas;
safe;
sufficiently completed;
suitable for proper installation of the furniture.

Any additional work required due to conditions at the premises differing from those previously communicated may be charged separately.

Installation does not include masonry, electrical, plumbing, construction or other works unless expressly stated in the order.

14. Transfer of Risk

The transfer of risk relating to the products shall be governed by the provisions of the Italian Civil Code and by the specific delivery terms agreed for the individual order.

Where specific delivery or shipping terms have been agreed, they shall prevail over the general rules to the extent permitted by law.

15. Inspection of Goods upon Delivery

Upon delivery, the Customer shall, insofar as reasonably possible, verify:

the number of packages;
the integrity of the packaging;
the presence of any visible damage;
the apparent conformity of the goods delivered.

In the event of damaged packaging, missing packages or other visible irregularities, the Customer is advised to accept the goods subject to a specific written reservation, describing the irregularity on the delivery document or on the electronic device used by the carrier.

Signing the delivery document without reservation may make it more difficult to prove damage occurring during transport, without prejudice to the applicable provisions of law.

16. Warranty for Defects – Professional Customers

Products purchased are covered by the warranty provided under Articles 1490 et seq. of the Italian Civil Code.

The Seller warrants that the products are free from defects that would render them unsuitable for their intended use or materially reduce their value, within the limits provided by law.

Pursuant to Article 1495 of the Italian Civil Code, the Customer shall forfeit the warranty if the defect is not reported to Ufficiostile within eight days of its discovery, unless a different statutory period applies or a more favourable commercial warranty has expressly been granted.

The notification must be made in writing and should include, where possible:

order or invoice number;
product code;
description of the defect;
date on which the defect was discovered;
photographic or video evidence useful for assessment.

Ufficiostile may request additional information or inspect the product directly or through its appointed representatives.

17. Ufficiostile Commercial Warranty

Where the product page, order or related documentation provides for a Ufficiostile commercial warranty for a period longer than that otherwise applicable, such warranty shall operate in accordance with the conditions stated in the relevant documentation.

Where provided, the 36-month commercial warranty applies exclusively to manufacturing defects or issues directly attributable to the product.

Unless otherwise stated, the warranty does not cover:

normal wear and tear;
improper use;
use other than the product’s normal intended purpose;
failure to comply with use and maintenance instructions;
impacts or accidental damage;
overloading;
alterations or tampering;
repairs carried out by unauthorised persons;
incorrect installation carried out by persons other than Ufficiostile or its authorised contractors;
use of unsuitable cleaning products or substances;
damage caused by water, humidity, heat, atmospheric agents or environmental conditions incompatible with the product.

Where a defect is recognised as being covered by the warranty, Ufficiostile may, depending on the nature of the defect, repair the product, replace the defective component or replace the product itself.

18. Differences in Colours and Materials

Due to the characteristics of materials and manufacturing processes, reasonable differences shall not constitute defects where they relate to:

colour shades;
grain;
porosity;
texture;
figuring;
surface characteristics of natural materials;
differences between separate production batches.

Physical or digital samples are provided for reference purposes and cannot guarantee absolute identity with later production batches.

19. Exclusion of the Right of Withdrawal

As purchases made through www.ufficiostile.com are reserved exclusively for Professional Customers purchasing within the scope of their business or professional activity, the 14-day right of withdrawal or reconsideration provided under consumer protection legislation does not apply.

Once accepted by Ufficiostile, the order shall therefore be binding.

The Customer may not unilaterally cancel the order or return products properly supplied merely because of a change of mind, an error of assessment, subsequent lack of need or dissatisfaction.

Any cancellation request submitted after acceptance may be considered at Ufficiostile’s sole discretion, taking into account the stage reached in processing the order, any procurement or production already commenced and any resulting costs.

20. Commercial Returns

Products properly supplied may not be returned without Ufficiostile’s prior written authorisation.

The mere shipment or delivery of goods to any Ufficiostile location or warehouse shall not constitute acceptance of the return.

Any return authorisation shall specify:

authorised products;
quantities;
return address;
operating procedures;
any applicable commercial terms.

Unless the return results from an established liability of Ufficiostile, transport, packaging and risk relating to the return shall be borne by the Customer.

Products must be returned complete, intact and adequately packaged.

Where returned goods are damaged as a result of inadequate packaging or circumstances attributable to the Customer, Ufficiostile may charge the cost of restoration or reject the commercial return.

Products which are:

made to measure;
modified;
customised;
manufactured in special finishes;
specifically ordered or procured for the Customer,

are not normally eligible for commercial return, unless otherwise agreed in writing or where defects covered by warranty are present.

21. Failure to Collect or Inability to Deliver Due to the Customer

Where products ready for delivery cannot be delivered or collected for reasons attributable to the Customer, Ufficiostile may store them directly or through an external warehouse.

After a reasonable period following notification that the goods are ready, the Customer may be charged the costs actually incurred for:

storage;
handling;
insurance;
re-preparation of the shipment;
new delivery.

Such charges shall correspond to costs actually incurred or to amounts previously communicated to the Customer.

22. Retention of Title

Where the order provides for deferred payment and retention of title has been expressly agreed, ownership of the products shall remain with Ufficiostile until full payment of the purchase price, in accordance with Articles 1523 et seq. of the Italian Civil Code.

The Customer shall bear the risks relating to the goods in accordance with applicable law and the agreed delivery terms.

23. Force Majeure

Ufficiostile shall not be liable for delays or failures to perform caused by events which could not reasonably have been foreseen or controlled, including, by way of example:

natural disasters;
fires;
floods;
wars;
epidemic events;
measures adopted by public authorities;
general strikes;
blockages or serious disruption to transport;
exceptional shortages of raw materials or components;
power interruptions;
events seriously affecting the operations of suppliers or carriers.

Ufficiostile shall inform the Customer, as soon as reasonably possible, of circumstances that may result in a significant delay.

Performance deadlines shall be extended for a period reasonably corresponding to the duration and effects of the impediment.

24. Limitation of Liability

Without prejudice to cases of wilful misconduct or gross negligence and any other circumstances in which liability may not be excluded or limited by law, Ufficiostile shall not be liable for indirect or consequential losses arising from the use of the products or delays in supply.

In particular, to the extent permitted by law, compensation shall be excluded for loss of production, loss of profit, loss of revenue, loss of business opportunities or interruption of the Customer’s business where such losses are not the immediate and direct consequence of a breach attributable to Ufficiostile.

The Customer’s right to compensation for direct damage actually proven shall remain unaffected, in accordance with the applicable provisions of law.

25. Processing of Personal Data

Personal data relating to the Customer, its representatives, employees, collaborators and contact persons shall be processed by Ufficiostile S.p.A. in accordance with Regulation (EU) 2016/679 (“GDPR”), Italian Legislative Decree No. 196/2003, as amended, and applicable data protection legislation.

Data required for managing pre-contractual and contractual relations, orders, invoicing, delivery, installation, warranty, assistance and statutory obligations shall be processed on the basis of the relevant legal grounds and shall not require specific consent where processing is necessary for performance of the contract.

Acceptance of these General Terms and Conditions does not constitute consent to receive marketing communications.

Any marketing communications and the use of Customers’ e-mail addresses to promote similar products or services shall be governed separately by Ufficiostile’s Privacy Policy and applicable law.

Full information concerning purposes of processing, legal grounds, recipients, retention periods and data subject rights is provided in the Privacy Policy published on the website.

26. Communications

Communications relating to orders shall be sent to the contact details provided by the Customer during the purchasing process.

The Customer is responsible for ensuring that e-mail addresses, certified e-mail addresses (PEC), telephone numbers and other information provided are accurate and kept up to date.

Communications sent to the address provided by the Customer shall be deemed validly made, unless there is evidence of an error attributable to Ufficiostile.

27. Intellectual Property

Texts, photographs, images, renderings, designs, drawings, configurations, trademarks, logos, catalogues, technical data sheets and other content appearing on the website are protected by applicable intellectual and industrial property laws.

Their use is permitted exclusively for purposes connected with browsing the website and purchasing products.

Unauthorised reproduction, distribution, publication or commercial use is prohibited.

28. Governing Law

These General Terms and Conditions and contracts concluded through the website shall be governed by Italian law.

For any matter not expressly governed by these Terms and Conditions, the provisions of the Italian Civil Code and other Italian laws applicable to commercial relations between professional operators shall apply.

29. Jurisdiction

Any dispute concerning the validity, interpretation, performance, breach or termination of these General Terms and Conditions or contracts concluded through the website shall be subject to the exclusive jurisdiction of the Court of Rome, Italy.

Ufficiostile nevertheless reserves the right, where permitted by law, to bring proceedings before the court having jurisdiction over the place where the Customer has its registered office or principal place of business.

30. Amendments to the General Terms and Conditions

Ufficiostile may amend these General Terms and Conditions at any time in order to reflect legislative, technical, organisational or commercial changes.

New Terms and Conditions shall apply exclusively to orders submitted after their publication on the website.

Orders already concluded shall continue to be governed by the Terms and Conditions in force at the time of purchase.

31. Severability

If any individual provision of these General Terms and Conditions is found to be null, invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions.

Where possible, the invalid provision shall be replaced by the applicable statutory provision or interpreted in the manner most closely reflecting the economic purpose pursued by the parties.

ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS

Before submitting the order, the Customer declares:

□ I have read and fully accept the General Terms and Conditions of Sale.

The Customer further declares:

□ I hold a valid VAT number and am making this purchase exclusively within the scope of my business, commercial, craft or professional activity and not in my capacity as a consumer.

SPECIFIC APPROVAL PURSUANT TO ARTICLES 1341 AND 1342 OF THE ITALIAN CIVIL CODE

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares that it has read and specifically approves the following clauses:

6 – Conclusion of the contract and right not to accept the order;
10 – Late payment and suspension of supplies;
11 – Delivery times;
12 – Customer obligations relating to delivery and additional costs;
13 – Installation conditions;
15 – Inspection of goods upon delivery;
16 – Terms and conditions of the warranty for defects;
17 – Limitations of the commercial warranty;
19 – Exclusion of the right of withdrawal;
20 – Commercial returns;
21 – Failure to collect, storage and related costs;
22 – Retention of title;
23 – Force majeure;
24 – Limitation of liability;
29 – Exclusive jurisdiction.

□ I specifically approve the above clauses pursuant to Articles 1341 and 1342 of the Italian Civil Code.

Version: October 2026