The use of the Site by any persons, hereinafter the"Users", whatever the purpose of their visit, is governed by these terms of use, hereinafter the "Terms of Use". The Terms of Use are intended to define the conditions of access, navigation and use of the Site. By accessing and visiting the Site, Users acknowledge to have read the Terms of Use and accept them fully and without reservation.

Spalli reserves the right to adapt or modify the Terms of Use at any time and without notice by posting a new version on the Site. The applicable Terms of Use are those in force on the date of accessing the Site.If any of the clauses of the Terms of Use are deemed null or void by a competent Court, the other clauses shall remain valid.

The Site presents the products and services offered by Spalli.com does not allow for online purchases. A list of retail locations for Spalli products can be found on the Site on the “Showrooms" page. The products are presented on the Site in accordance with current regulations. The Site lists the prices and main characteristics (including dimensions, types of wood,materials and finishes) for Spalli products. The photographs shown on the Website have no contractual value. 

Spalli and all the other companies that are involved in the design, creation and publishing of the Site strive to ensure the accuracy and regular updating of the information found on the Site. Due to the number ofcriteria that can impact the prices (size, choice of fabric, etc.), Spalli cannot guarantee the accuracy of all information mentioned on the Site. Only the information communicated in the showrooms has a contractual value. Spalli reserves the right to make improvements and/or changes to the product(s) and services listed on the Site at any time. As a result, Spalli may correct or modify the Site’s content at any time, including the Product prices, without any liability being incurred as a result.

The contents of the website Spalli.com are protected by laws currently in force on copyright and intellectual and industrial property. Total or practical reproduction, distribution or transmission of the material on the website is prohibited unless explicitly authorized by Spalli.com. All the trademarks, domain names and company names in the website are the exclusive property of Spalli and are therefore protected by the current laws and regulations on distinctive signs. Their reproduction in any form or way with ought the explicit and prior authorization in writing by Spalli is therefore strictly prohibited. 

The pages in the website may contain trademarks, domain names, company names, firms and signs owned by third parties with which Spalli collaborates in various capacities and which enjoy the same protection for the distinctive signs of Spalli under current laws and regulations on copyright and intellectual and industrial property.

The Site may have hypertext links to other sites or Internet sources. Since Spalli does not control these sites or sources, it cannot beheld responsible for their accessibility or for any content, advertising,products, services or other information that they may present. Any use of hypertext links to the Site require prior authorization from Spalli, which canbe requested through the “Contact" section of the Site. Spalli also cannot be held responsible for the content of the websites that contain hypertext links to the Site.

Users of the Site acknowledge that they have the skills and means necessary to access and use the Site. The hardware and software required to access the Internet and the Site are solely the User’s responsibility. Spalli offers access to the Site free of charge and therefore declines any responsibility in case of Site interruptions, computer bugs, display/download errors, or any damage resulting from a fraudulent intrusion by a third party.Users use the Site under their own responsibility. Spalli cannot be held responsible for any inconvenience or damage related to the use of the Internet network, including data losses, service interruptions, external intrusions, or computers viruses.

6.1. Scope

6.1.1 These general terms and conditions of sale (hereinafter, the ”GTC”) shall apply to all sales performed by Spalli Collection SRL. and/or its assignees (hereinafter, ”Spalli”) to any person of furniture and decor items that are included, from time to time, in Spalli’s price list (hereinafter, the ”Price List”), as well as furniture and decor items made and customized by Spalli, in accordance with clients’ demands (hereinafter, collectively referred to as, the ”Products”).
6.1.2 The GTC shall apply regardless of the place of performance of the relevant sale, the place of execution and enforcement of the relevant sale and purchase agreement or the place where Spalli’s client has its registered office or principal place of business. Furthermore, the GTC shall apply regardless of the fact that the client is an individual or a legal entity and regardless of the purpose, personal or professional, for which the client purchases the Products.
6.1.3 The GTC shall supplement any additional terms and conditions that Spalli and the client may agree upon for the sale and purchase of Products, it being understood that, in the event of conflict between these GTC and such additional terms and conditions, the latter shall prevail.
6.1.4 Spalli shall be entitled, in its sole and absolute discretion, to amend the GTC, at any time and without any prior notice to the client. In the event of any amendments to the GTC, Spalli shall promptly make the amended version of the GTC available to the client. It remains understood that any amended version of the GTC shall apply to all sales of Products for which the relevant order of purchase has not yet been accepted by Spalli at the time when Spalli delivers the amended version of the GTC to the concerned client.

6.2. Products Information

6.2.1 Any information, description, data or specification regarding the Products which is set out in the Price List or in any other of Spalli’s advertisement material shall be deemed as purely indicative.
6.2.2 The depth, width and height of the Products, as well as the specifications related to the duration and functioning of the Products, may change with respect to the Price List or any advertisement material, within a reasonable extent.
6.2.3 Following the acceptance of a purchase order, Spalli shall be entitled to modify the concerned Products, without altering their essential characteristics and the overall quality, as Spalli deems advisable for aesthetic or functional purposes or necessary to comply with the delivery terms agreed with the client.
6.2.4 The client acknowledges and agrees that the Products may vary over time due to, among other things, the effects of the light and ageing, and that, in the event of repair, maintenance, modification or replacement of the Products, there may occur differences in the colour or other aspects of the Products.
6.2.5 The compliance of the Products with the samples and models located in display spaces of Spalli’s distributors or stores owned by third parties, as well as with the compliance of the Products with the advertisement material or brochures which may have led the client to choose a specific Product, shall be subject to a reasonable tolerance, due to possible variations in colour, materials and sizes.
6.2.6 Variations in colour in the furniture shall not be deemed to be an acceptable basis for complaint as such variation depends on the natural colour of the material. Sample materials supplied may vary from goods supplied. Dimensions of the products specified in the price list, may vary and are indicative.
6.2.7 Woods, oiled / lacquered woods, fabrics and leathers samples colours must be considered indicative, since it is technically impossible to have the same colour tonality from time to time for this reason Spalli declines any responsibility for matching requests.
6.2.8 Potential surface imperfections of marbles, must be considered product features, since it is a natural material.
6.2.9 The household electrical appliances and accessories supplied with the Products shall comply, whenever possible, with the samples and models located in display spaces of Spalli’s distributors or stores owned by third parties, as well as with the advertisement material or brochures which may have led the client to choose a specific Product. The client acknowledges and agrees that the aforesaid household electrical appliances and accessories may be subject to changes by the relevant manufacturers, without altering, however, their essential characteristics and overall quality.
6.2.10 The client hereby waives any possible rights and claims or actions to which it may be entitled to with respect to any of the variations or modifications described under Articles from 6.2.1 to 6.2.6 above.

6.3. Customized Products

6.3.1 Upon request of the client and provided that the relevant option is set forth in the Price List, Spalli may sell Products with sizes different from the standard ones (hereinafter, the ”Customized Products”). The client may request Customized Products even after the delivery of a purchase order, as a change to the ordered Products, provided that Spalli receives such request prior to start processing the concerned Products, and grants its consent to the request, in writing.
6.3.2 The Customized Products shall derive from standard Products, as modified to the necessary extent. Spalli shall be entitled to apply prices for the Customized Products at a rate higher than those set forth in the Price List for standard Products. The client acknowledges and agrees that Spalli shall be entitled to determine such increased prices according to the number and type of interventions to be performed on the standard Products, and depending on whether the Customized Products will be based on design by Spalli or by the client.

6.4. Guarantees Related to the Products and Spalli’s Liability

6.4.1 Spalli shall provide only those guarantees set forth by the European law applicable on the date of acceptance of the purchase order.
6.4.2 Spalli’s liability for the Products shall be in any case:
a) excluded with regard to natural wearing and use deterioration;
b) excluded in all cases in which the defect is not directly caused by Spalli;
c) excluded in the event that the defect has been caused or exacerbated by the improper storage or maintenance of the Product, or by the negligence or improper use of the Products by the client;
d) excluded in the event that the client, or third parties on behalf of the client, carried out maintenance, repairs or alterations to the Product;
e) excluded in the event that the defect is imputable to transportation, installation or assembly of the Products;
f) excluded in the event that the client has not paid the consideration due to Spalli;
g) excluded in the event that the final customer has installed in the Products household electrical appliances or additional components which differ from those provided by Spalli in combination with such Products;
h) excluded in the event that (i) the client notifies Spalli of the defect after 2 (two) years have passed from the delivery of the relevant Product, or (ii) the client fails to notify Spalli of the defect (A) in cases involving a latent defect, within five (5) days from the discovery of the latent defect (term set forth under penalty of forfeiture), or (B) in cases involving a patent defect, within five (5) days from the delivery of the relevant Product (term set forth under penalty of forfeiture);
i) limited to the repair or replacement of the Product, in compliance with that which is set forth under the Article 5.4 below; and
j) limited to the consideration paid by the client for the purchase of the defected Product.

6.4.3 In the event that Spalli is liable for a defect of a Product, pursuant to this Article 4, Spalli shall be entitled to decide, in its sole and absolute discretion, whether to repair or replace, in whole or in part, the defective Product. In the event of repair, Spalli shall be entitled to decide, in its sole and absolute discretion, whether to perform the relevant intervention directly on the client’s premises or at another location of Spalli choosing. In case of effectiveness of the warranty pursuant to the above, the relevant Product must be shipped by the Client at the port indicated by the Seller and shall be sent back by the Seller in carriage free.Under penalty of forfeiture of the guarantee, the client shall provide its utmost cooperation to facilitate the repair or replacement of the Product, including, but not limited to, allowing Spalli free access, upon notice of not less than two (2) days, to the place where the Product is located. Spalli shall own the replaced Products or the defective parts of the Products which are replaced.
6.4.4 Unless otherwise provided for by law and except in cases of damages caused by its wilful misconduct or gross negligence, Spalli shall not be liable for damages that the Products may cause to third parties. The client agrees, in any case, to promptly and completely inform Spalli about claims raised by third parties for damages caused or allegedly caused by the Products

6.5. Returned Products

6.5.1 The client shall be entitled to return purchased Products only upon receipt of Spalli’s consent in writing. Any return shall be credited to the concerned client on the basis of the price invoiced by Spalli pursuant to the relevant sale agreement, diminished by the amount related to deterioration, faults or defects found in the Products and to the commercial devaluation of the Product due to the passage of time.
6.5.2 The returned goods shall be intact in every component, properly packed and sent with the necessary transport documentation, which shall indicate the original order number. The client shall bear all costs and risks related to the shipment and transport of the returned Products.
6.5.3 The ownership on the returned Products‘ shall be transferred to Spalli upon delivery of such Products to Spalli.
6.5.4 It remains expressly understood that Spalli will not accept the restitution of any household electrical appliances, Customized Products or Products made in accordance with client’s design (e.g., linear elements).

6.6 Delivery of the Products

6.6.1 The Products shall be deemed as delivered at the moment in which Spalli makes them available to the client at the agreed place and in accordance with the terms of delivery. Unless expressly provided for otherwise in writing, Spalli shall deliver the Products to the client in accordance with EXW (Ex Works) Incoterms 2010 ICC, within the term required for their manufacturing, to be established on the basis of the availability of components, the nature of orders received and Spalli’s priorities, as well as on the basis of Spalli’s undertakings vis-à-vis other clients.
6.6.2 The delivery terms specified in the purchase order accepted by Spalli shall be merely indicative and shall not be considered as essential for the client.
6.6.3 Except in cases involving Spalli’s wilful misconduct or gross negligence, Spalli shall not be liable for any delay in the delivery of the Products. It is excluded, in any case, any liability on the part of Spalli for errors or delays in the delivery that are due to transport or custom clearance of the Products, or that are related to events that are not directly imputable to Spalli.

6.7. Transport

6.7.1 In case the transport is agreed, Spalli shall outsource the delivery and transport of the Products to transporters of it choosing and shall communicate to the clients the date of shipment and any other information necessary for the delivery of the goods.
6.7.2 Upon delivery, the client shall inspect the Products and notify Spalli of any complaints related to the packaging, quantity, number or characteristics of the Products, within the term of 2 (two) days as from the relevant delivery, and shall record such complaints on the documentation which will be provided together with the Products. Any failure to communicate any such complaints, within the time set forth herein, shall result in a forfeiture of the right to raise such complaints to Spalli.
6.7.3 In the event that the client re-sells the Products, the client shall bear any and all costs and risks relating to the transport to the third-party final buyer. Spalli shall have no obligation to perform any activities related to the installation and assembly of the Products at the third-party final purchaser.

6.8. Documentation and Confidentiality

6.8.1 Unless expressly agreed to in writing, the Products shall be provided with the standard documentation that Spalli will supply, from time to time, to the clients for the concerned Products, and the client shall not be entitled to raise any complaint about the incompleteness of such documentation or to ask Spalli to provide additional or different documentation.
6.8.2 The drawings and the documentation, if any, that Spalli places at the disposal of the client, prior to or after the execution of the acceptance of the order shall remain Spalli’s sole and exclusive property, and the client shall be entitled to use them only for the implementation and installation of the Products. Unless authorized otherwise, in writing, by Spalli, the client shall keep confidential, not use in a manner beyond the scope set forth herein, and not disclose to third parties the drawings and documentation provided by Spalli. The client shall cause, the obligations under this Article 8.2 to be complied with by its employees, agents and/or any other persons related to the client, and by any person to whom the client delivers Spalli’s drawings and documentation provided by Spalli, for reasons related to the assembling and functioning of the Products.
6.8.3 Upon completion of the assembling of the Products, the client shall immediately return to Spalli the drawings and documentation referred to under Article 8.2 above, and shall immediately delete or destroy any copy, in any form, of such drawings and documentation, and provide Spalli with written confirmation of such deletion or destruction.

6.9. Consideration and Price List

6.9.1 The consideration to be paid to Spalli for the purchase of Products that are ready for delivery (i.e., for the standard Products that do not require changes requested by the client) shall be the one set out in the Price List. Spalli shall be entitled to modify the Price List without any prior notice to the client. Spalli shall not be liable for changes to the Price List, including in the event that such changes are made after the undertaking by the client of an obligation to re-sell the ordered Product for a consideration based on a prior Price List. Any discount applied to the third-party final buyer shall require Spalli’s written consent.
6.9.2 The prices indicated in the Price List shall be in EUR currency quoted to the public and shall make reference to Products delivered in accordance with EXW (Ex Works) Incoterms 2010 ICC.
6.9.3 Spalli shall have the right to introduce in the Price List, without any prior notice, any changes, additions or deletions that it considers appropriate, also with reference to elements other than the prices.
6.9.4 The prices mentioned on the price list are Ex-Works and don’t include the VAT tax.
6.9.5 The business relationships between Spalli and the Client are settled on the current public price list with net prices that are obtained deducting the agreed discount.
6.9.6 Spalli reserves the right to introduce to the present Price List, at any time and without notice, any modifications, including technical improvements or cancellations of Products that become suitable and necessary for Spalli.
6.9.7 Spalli shall not be liable for any inaccuracies in the Price List, such as typographical or transcription errors.

6.10. Condition of Payment

6.10.1 Unless otherwise communicated, in writing, by Spalli to the client, the payment of the consideration due for the purchase of the Products shall be made within the terms agreed between the parties, at Spalli’s place of business. Unless otherwise agreed to by the parties in writing, the payment of the consideration shall be made within 2 days as from Spalli’s acceptance of the relevant purchase order.
6.10.2 Payment is considered made when the sum becomes available in Spalli’s bank account mentioned in the Sales Order.  
6.10.3 In the case of delayed payment, Spalli shall be entitled, at its choice:
a) To the immediate payment of the balance for the forfeiture of the Client of the benefit of the term, and to complete the supply in relation to which the breach of contract has occurred, and any subsequent delivery to the same Client, only upon receipt of the whole consideration; any delay in the payment shall entitle Spalli to interests on delayed payment pursuant by Directive No. 2000/35/EC of the European Parliament and Council and subsequent amendments, in addition to full reimbursement by the Client of the costs of collection of the credit, of banking rights and any other expense (including legal costs) relating to the collection of the outstanding payment.
b) Or, alternatively to terminate the Order, for payment delays over 30 days from the date indicated on the invoice, with the right to retain any advance payments received, without prejudice to the right to obtain reimbursement of any further damage suffered.

6.10.4 he payment of the consideration shall be subject to the ”solve et repeat” principle; as a result, in no case the client shall be entitled to keep any amount due to Spalli, as a consideration for the purchase of Products, as a result of disputes raised by the client, for any title, against Spalli.

6.11. Retention of Title
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6.11.1 The transfer of the property related to the Products from Spalli to the client shall take place simultaneously with the full, irrevocable and unconditional payment of the consideration due by the client to Spalli for the concerned Products. Until the occurrence of such payment, the Products shall remain property of Spalli, without prejudice to that which is set forth in Article 6.1 with respect to the transfer of risk.

6.12. Termination Clause and Force Majeure

6.12.1 Each sale agreement shall be deemed terminated, in the event of non-fulfillment by the client of its payment obligations under Article 10 above.
6.12.2 No event which constitutes a breach under a sale agreement subject to these GTC will cause the termination of the relevant agreement or the obligation for the party in default to compensate the other party for damages, in the event that such breach is due to a force majeure event (i.e., by way of illustration, strikes, armed conflicts, interference of military and civilian authority, terrorist acts, riots, civil disorders, sabotages, natural disasters, embargoes, fires, even if intentional, unusual or unexpected increases in the price of raw materials or components purchased from third parties); a force majeure event shall be deemed to have occurred, for the purposes of this Article 6.12.2, if such the concerned event is beyond the limits of predictability and control which can be reasonably ascribed to the parties, and the party claiming the force majeure has not contributed to cause the relevant event.
6.12.3 In the event that the breach is material and the force majeure event persists for a period exceeding 90 (ninety) days, Spalli and the client shall be entitled to terminate the sale agreement by means of a written notice to the other party, it being understood that, as a result of such termination, no consideration, benefits, reimbursements or other amounts shall be due to any of the parties.

6.13. Privacy

6.13.1 Any data supplied by the client shall be kept and used by Spalli in computer and paper databases, in order to comply with legal obligations, including accounting and taxation, as well as for statistics and trade purposes, in accordance with Legislative Decree of (UE) 2016/679 . The delivery of purchase order constitutes consent to the processing of the data, for the aforesaid purposes. The client is provided with all the rights set forth under Section 6 and following of the aforementioned Legislative Decree.

6.14. Miscellaneous

6.14.1 The failure by Spalli to exercise any of rights under these GTC shall not constitute forbearance and shall not constitute a waiver of any such rights.
6.14.2 Any communication to Spalli shall be in writing and shall be sent to the following address: Spalli, Theodor Pallady 287, Postal Code 32258 Bucharest (B), Romania.
6.14.3 These GTC, as well as any sale and purchase subject to these GTC, shall be governed by Romanian law.
6.14.4 Any dispute arising out of these GTC or any sale by Spalli to the client shall be subject to Romanian jurisdiction and, in particular, to the exclusive competence of the Court of Bucharest.
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Spalli (“Seller”) offers a guarantee to the original Purchaser (“Purchaser”) only that the Spalli product lines manufactured by Spalli and sold through authorized retailers (hereinafter “Products”) are free of defects in workmanship and materials. Should any failure to conform with this limited warranty appear to a Product listed below during the applicable warranty period from the date of shipment, Seller shall, upon prompt notice,repair or replace, at its option and costs, the affected part of parts.
Product and Period of Warranty

- 2 Years: Spalli’ s tables, cabinets 
- 2 Year: Spalli’ s chairs, sofas or other items covered with upholstery, and accessories. 

This guarantee doesn't apply to:
- Failure to follow product care instructions as supplied by the Seller
- Damage caused by a carrier other than Seller.
- Normal wear and tear or acts or omissions of parties other than Seller (including user modification).
- Customers Own Material or other third party materials applied to Products.
- Products not installed following instructions or damaged by careless removal of packaging.
- Dramatic temperature variations or exposure to unusual conditions.
- Textiles and upholstery supplied by the Seller.

Natural variations occurring in wood, fabric, and leather shall not be considered defects, and the Seller does not guarantee the color fastness or matching of the colors, grains, textures or surface hardness of such materials. 

The express guarantees contained herein are in lieu of all other guarantees, express or implied, including any guarantees of merchant ability and fitness for particular purpose and all other guarantees arising from course of dealing or usage of trade. 

The remedies provided above are the Purchaser's sole remedies for any failure of Seller to comply with its obligations regarding the Products. Correction of any nonconformity in the manner and for the period of time provided shall constitute complete fulfillment of all liabilities of Seller, with respect to or arising out of the Product furnished here under. 

Repairs and replacements due to standard wear and tear or to lack of periodic checks or maintenance of the Products, or to use which turn to be improper or negligent or not compliant with the requirements of the product sheet are excluded from the warranty. Furthermore, any warranty for wrong installation or maintenance or repairs made by unauthorized third parties or with damaged or not original spare parts is excluded. 

In case of effectiveness of the warranty pursuant to the above, the relevant Product must be shipped by the Client at the port indicated by the Seller and shall be sent back by the Seller in carriage free.

Any complaint related to the Site must be sent by email to Spalli at the following address: info@Spalli.com. Spalli will strive to respond as soon as possible.

Any dispute relating to the Terms of Use or any use of the Site shall be subject to the exclusive jurisdiction of the Romanian Courts, not withstanding plurality of defendants or the introduction of third parties.