Terms & Conditions

TERMS & CONDITIONS FOR THE SUPPLY OF GOODS

The Customer’s attention is drawn in particular to the provisions of Clause 8.

1. INTERPRETATION

1.1 Definitions: Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Business Hours: the period from 9.00 am to 6.00 pm on any Business Day. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Clause 11.3. Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or company who purchases the Goods from the Supplier. Delivery Location: has the meaning given in Clause 4.2. Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control. Goods: the goods (or any part of them) set out in the Order. Order: the Customer’s order for the Goods, as set out in the Supplier’s sales order confirmation form. Supplier: Nicoló Taliani Limited (registered in England and Wales with company number 06032460). Warranty Period: has the meaning given in Clause 5.1. 1.2 Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its successors and permitted assigns. (c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. (d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. (e) A reference to writing or written excludes fax but not email.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable bespoke instructions (including in relation to patination and drop length) communicated by the Customer to the Supplier are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order (by way of the Supplier’s sales order confirmation form), at which point the Contract shall come into existence.

2.4 The Customer may vary or terminate the Contract within 48 hours after the Customer receives written acceptance of the Order (by way of the Supplier’s sales order confirmation form). Any variations or requests to terminate the Contract and cancel the Order received by the Supplier after the 48 hour period are subject to the Supplier’s discretion and may be subject to a cancellation or restocking fee.

2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

3. GOODS

3.1 The Goods are described on the Supplier’s website https://nicolotaliani.com as modified by any applicable bespoke instructions from the Customer.

3.2 To the extent that the Goods are to be manufactured in accordance with any bespoke instructions communicated by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of such bespoke instructions. This Clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend any bespoke instructions from the Customer if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. DELIVERY

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a shipping label which includes the delivery address, a final invoice that shows the value and date of the Order, all relevant Customer and Supplier reference numbers, a packing list describing the type, quantity of the Goods, special delivery instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 The Supplier shall deliver the Goods by courier to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. The Customer is liable for associated import duties and applicable taxes which are not included in the price of the Goods. For the avoidance of doubt, the Customer is not liable for the cost of delivery providing the minimum order value to qualify for free delivery is met, save for any re-delivery costs as a result of failed delivery attempts.

4.3 Alternatively, the Customer may collect the Goods from the Supplier’s premises at Viale Monza 30, 20127 Milan, Italy or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within 14 (fourteen) days of the Supplier notifying the Customer that the Goods are ready. Collections must be booked by the Customer with at least 48 hours’ written notice to studio@nitacollection.com accompanied by the Order number as set out on the sales order form and, if applicable, all export and VAT required-documents. Requests to delay the dispatch of, or collection of, the Goods beyond the 14 (fourteen) day period must be agreed in writing at least 14 (fourteen) days prior to the dispatch date as set out on the Order.

4.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.5 Any dates and/or lead times quoted for delivery as set out in the sales order form are approximate and a guide only, and subject to availability of the Goods and production schedules. Time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.7 If the Customer fails to take delivery of the Goods within 14 (fourteen) days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for its storage costs and expenses (including insurance) at the rate of £120 net per month, which amount may be offset against any deposits or credit accounts of the Customer.

4.8 If 90 days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.9 The Supplier may deliver the Goods by express delivery and/or split consignments, which shall be invoiced and paid for separately based on destination and volumetric weight per consignment. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.10 For specialist delivery requirements, the Customer must contact the Supplier’s customer service team by emailing studio@nitacollection.com

4.11 In the event that the packaging is badly damaged or the Goods obviously damaged, the Customer may refuse to accept the consignment. In such circumstances the Goods will be returned to the Supplier and the Customer may elect to receive a refund or replacement Goods.

4.12 In the event that packaging is damaged but the consignment is accepted and the Goods are subsequently found to be damaged, the Customer may return the Goods within 14 (fourteen) days provided that it has: (i) recorded any damages to the packaging visible on delivery on the courier’s delivery note on receipt of the Goods; (ii) noted any damage to the Goods together with photographic evidence of the damage; and (iii) reported the damage to the Supplier in writing to studio@nitacollection.com within 72 hours of delivery. The Supplier reserves the right to refuse any claims for damage where this procedure has not been followed.

4.13 Any omissions must be reported to the supplier in writing to studio@nitacollection.com within 72 hours of receipt of the applicable consignment.

5. QUALITY

5.1 The Supplier warrants that on delivery, and for a period of 24 months from the date of delivery (Warranty Period), the Goods (including any transformers, ballasts, and/or other electronic devices but excluding any lamps for which the Supplier provides a six-month warranty) shall: (a) conform in all material respects with their description and any applicable bespoke elements. The Customer acknowledges and agrees that, for all pendant lights, a tolerance of 25mm in drop length should be allowed. (b) be free from material defects in design, material and workmanship.

5.2 Subject to Clause 5.3, if: (a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 5.1; (b) the Supplier is given a reasonable opportunity of examining such Goods; and (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full (excluding the cost of de-installation and/or re-installation of fittings, transformers and/or other components).

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 5.1 if: (a) the Customer makes any further use of such Goods after giving notice in accordance with Clause 5.2; (b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance (cleaning instructions are provided with each of the Goods) of the Goods or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of the Supplier following any drawing, design or bespoke instruction and/or specification supplied by the Customer; (d) the Customer alters or repairs such Goods without the written consent of the Supplier; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) the Goods differ from their description and any applicable bespoke instructions from the Customer as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 If the Goods are returned to the Supplier in accordance with Clause 5.2(a) and are found not to be defective on inspection by the Supplier, then the Customer shall be liable for the shipping costs paid for by the Supplier for the return of the Goods both under Clause 5.2(a) and back to the Customer’s delivery address.

5.5. Except as provided in this Clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 5.1.

5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.

6.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) notify the Supplier immediately if it becomes subject to any of the events listed in Clause 9.1(b) to Clause 9.1(d); and (e) give the Supplier such information as the Supplier may reasonably require from time to time relating to: (i) the Goods; and (ii) the ongoing financial position of the Customer.

6.4 The intellectual property rights in all drawings, specifications (excluding bespoke instructions provided by the Customer (if any)), product descriptions, images and photography, logos and other Supplier branding are all owned by the Supplier and do not transfer or are licensed and may not be transferred or licensed to the Customer or any third party without the Supplier’s prior written agreement.

7. PRICE AND PAYMENT

7.1 Unless otherwise agreed in writing between the Customer and the Supplier, all Orders are subject to payment in full in advance. Unless otherwise varied in writing between the Customer and the Supplier in which case any such variations shall be set out in the final invoice included in the delivery of the Goods, the price of the Goods shall be the price set out in the quotation and/or the Order, or, if no price is quoted, the price set out in the Supplier’s published recommended retail price list in force as at the date of delivery and available on request.

7.2 The Supplier may, by giving notice to the Customer at any time thirty (30) days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the bespoke instructions of the Customer (including for patination); or (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The Supplier reserves the right to update the price list on a prospective basis from time to time.

7.4 The price of the Goods: (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) excludes the costs and charges of any associated import duties, the costs of any applicable import forms (including for the EU) and applicable taxes, which shall be invoiced to the Customer.

7.5 Unless otherwise agreed in writing in advance between the Supplier and the Customer, the Supplier will issue the Customer with a pro forma invoice for the Goods at the point the Customer approves the Supplier’s quotation. The Customer acknowledges and agrees that it is their responsibility to ensure that the terms of the Order are complete and accurate.

7.6 The Customer shall pay each invoice submitted by the Supplier: (a) within 30 days of the date of the pro forma invoice or in accordance with any credit terms agreed by the Supplier by separate application and confirmed in writing to the Customer; and (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

7.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.9 Subject to Clause 2.4, once paid, orders are non-refundable and non-exchangeable.

8. LIMITATION OF LIABILITY

8.1 References to liability in this Clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) defective products under the Consumer Protection Act 1987.

8.3 Subject to Clause 8.2, the Supplier’s total liability to the Customer shall not exceed the total price of the Goods.

8.4 Subject to Clause 8.2, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.

8.5 This Clause 8 shall survive termination of the Contract.

9. TERMINATION

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so; (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 9.1(b) to Clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six (6) months, the party not affected may terminate the Contract by giving thirty (30) days’ written notice to the affected party. 11.

GENERAL

11.1 Assignment and other dealings. (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2 Entire agreement. (a) The Contract constitutes the entire agreement between the parties. (b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4 Waiver. (a) Except as set out in Clause 2.4 , a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. (b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Clause 11.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.6 Notices. (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email to the following addresses (or an address substituted in writing by the party to be served): Supplier: studio@nitacollection.com Customer: the email address set out on the sales order confirmation form. (b) Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. (c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

PRIVACY POLICY

THE TYPE OF PERSONAL INFORMATION WE COLLECT
We currently collect and process the following information:
· Personal identifiers, contacts and characteristics (for example, name and
contact details)
· Information about your browser, network, and device
· Web pages you visited prior to coming to this website
· Your IP address (IP addresses are anonymised, as to not be identifiable
information” under GDPR)
· Details of your use of the website, such as clicks, pages visited, searches

WHO YOUR INFORMATION WILL BE SHARED WITH
To communicate with users:
· Mailchimp, Netlify and Zapier
For Web and Mobile Analytics
· Google Analytics and Google Tag Manager
HOW WE GET THE PERSONAL INFORMATION AND WHY WE HAVE IT
Most of the personal information we process is provided to us directly by you for
one of the following reasons:
· Returning a product or sales enquiry
· Newsletter sign-up
Some information is collected after you have given consent, Cookie consent works
as follows:
· For EU countries: analytics is not enabled (and a cookie is not stored) until
the user clicks “Accept” on the Cookie Banner.
· All other visitors: analytics/cookie enabled on load
The enquiry form works as follows:
1. User submits form on website
2. Netlify (host) receives form and logs it on the site – this includes username
and email
3. Netlify forwards the information to Zapier
4. Zapier processes form data and sends email
Under the General Data Protection Regulation (GDPR), the lawful bases we rely
on for processing this information are:
Your consent. You are able to remove your consent at any time. You can do this by
contacting studio@nitacollection.com

HOW WE STORE YOUR PERSONAL INFORMATION
Your information is securely stored on our internal CRM system. We keep your
email for until you request for it to be removed. We will then dispose your
information by deleting your record from 1. Netlify Forms data and 2. in Zapier.

YOUR DATA PROTECTION RIGHTS
Under data protection law, you have rights including:
Your right of access – You have the right to ask us for copies of your personal
information.
Your right to rectification – You have the right to ask us to rectify personal
information you think is inaccurate. You also have the right to ask us to complete
information you think is incomplete.
Your right to erasure – You have the right to ask us to erase your personal
information in certain circumstances.
Your right to restriction of processing – You have the right to ask us to restrict the
processing of your personal information in certain circumstances.
Your right to object to processing – You have the right to object to the processing
of your personal information in certain circumstances.
Your right to data portability – You have the right to ask that we transfer the
personal information you gave us to another organisation, or to you, in certain
circumstances.
You are not required to pay any charge for exercising your rights. If you make a
request, we have one month to respond to you.
Please contact us at studio@nitacollection.com, Nicoló Taliani, Ground Floor, 31
Kentish Town Rd, London NW1 8NL, Regno Unito

HOW TO COMPLAIN
If you have any concerns about our use of your personal information, you can
contact us at studio@nitacollection.com, Nicoló Taliani, Ground Floor, 31 Kentish
Town Rd, London NW1 8NL, Regno Unito
You can also complain to the ICO if you are unhappy with how we have used your
data.

The ICO’s address:
Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF

Helpline number: 0303 123 1113
ICO website: https://www.ico.org.uk
OUR CONTACT DETAILS
Name: Nicoló Taliani
Address: Ground Floor, 31 Kentish Town Rd, London NW1 8NL, Regno Unito
Email: studio@nitacollection.com