Scope of application
These General Terms and Conditions of Sale (hereinafter also the “General Terms”) shall apply to all sales, deliveries, and all other services performed by Tutalia S.r.l., with registered office at Via XX Settembre 44 – 21052 Busto Arsizio (VA), Italy / VAT No. 03777230123, in performance of a purchase order for products bearing the Virago brand and/or any other brand distributed by Tutalia S.r.l., received via computer system, by telephone, through sales representatives, or by any other means expressly accepted by Tutalia S.r.l. (hereinafter also the “Order”), by the customer specifically identified in the Order (hereinafter also the “Purchaser”).
By signing these General Terms, the Purchaser expressly waives the right to invoke the applicability of any further or different general or specific terms and conditions of sale, which shall in any event not be binding on Tutalia S.r.l. under any circumstances.
2. The contract
The sales contract (hereinafter also the “Contract”) for Tutalia S.r.l. Products is made up of these General Terms and the Order, of which these General Terms constitute an integral and substantial part. In the event of any conflict between the General Terms and the provisions of the Order, the latter shall prevail.
By placing the Order, the Purchaser accepts the terms and conditions set out therein as well as these General Terms. The Contract shall be deemed concluded only upon the express acceptance of the Order by Tutalia S.r.l. through the sending of an order confirmation (hereinafter also the “Confirmation”), which therefore constitutes an integral and substantial part of the Contract, with no exception admitted or considered.
In particular:
- where payment for the Products is made by advance payment, the Confirmation shall consist of the issuance of a pro forma invoice by Tutalia S.r.l., followed by shipment of the Product(s) and issuance of the invoice;
- where payment for the Products is made by immediate payment or SEPA, the Confirmation shall consist of the issuance of the invoice by Tutalia S.r.l., which shall be issued and sent as a courtesy copy at the same time as shipment of the Product(s).
The Purchaser acknowledges and is duly informed that the images of the Products and the colours of the Products shown in Wolrd Dimension sales catalogues are for illustrative purposes only.
3. Shipping and delivery
The Purchaser acknowledges and is duly informed that the time required for Tutalia S.r.l. to process the Order may depend on the availability of the Products in stock. Tutalia S.r.l. therefore reserves the right to fulfil the Order and make deliveries in instalments, invoicing the relevant amounts separately for each delivery.
The agreed delivery times are therefore indicative only for Tutalia S.r.l., are to be calculated in working days, and always refer to the shipment date of the Products.
Shipments shall be made by a transport carrier trusted by Tutalia S.r.l. The time required by the carrier to deliver to the place indicated by the Purchaser does not depend on the will or capacity of Tutalia S.r.l., which shall never, under any circumstances, be liable for any delay in delivery of the Products to the Purchaser.
4. Complaints and returns
Upon delivery of the Product(s), the Purchaser must inspect them and check their weight, the number of packages, condition and integrity. In the event of damage, obvious defects, or discrepancies between the Product(s) and the Order, the Purchaser must accept the Product(s) with reservation and inform Tutalia S.r.l. by stating the reason for the complaint and providing photographs showing the damage and/or the obvious defects and/or the discrepancies between the Product(s) and the Order, within and no later than 3 (three) days from the date of delivery. Upon receipt of the form, Tutalia S.r.l. will contact the Purchaser. If the complaint is complete, clear, and duly accepted, the costs of returning the Product, as well as the shipping costs of repaired or replaced Products, shall be borne by Tutalia S.r.l.
If the above-mentioned issues concern the parcels received and the Products, by signing these terms the Purchaser expressly assumes the burden and obligation to collect the parcels in any case, regardless of their condition and contents, in the manner set out above, so as to enable Tutalia S.r.l. to take the appropriate actions for the mutual protection of the parties. Therefore, failure to collect the parcels shall result in the forfeiture of the guarantees provided by Tutalia S.r.l. in favour of the Purchaser, who shall nonetheless remain obliged to pay the full price.
Any parcel found to be damaged must be collected only with a “specific reservation” notation (e.g. damaged parcel, opened parcel, wet parcel, etc.); failing this, Tutalia S.r.l. accepts no responsibility for any damage to the goods.
Within 15 (fifteen) days from delivery of the Product(s), the private Purchaser may in any case return the purchased Product(s) to Tutalia S.r.l., at its own risk and expense, provided that they have not been used and are in their original packaging. Upon receipt of the returned Product(s), and subject to verification of the integrity of the return, Tutalia S.r.l. shall refund the relevant purchase price paid by the Purchaser using the same payment method used for the purchase.
5. Payments
Payment for the Product(s) must be made punctually in accordance with the methods and deadlines established by Tutalia S.r.l.
If payment by SEPA is unsuccessful for reasons attributable to the Purchaser, any bank charges incurred by Tutalia S.r.l. for the unpaid amount shall be charged to the Purchaser.
Failure or delay in payment shall automatically entitle Tutalia S.r.l. not to process the Order and/or to suspend fulfilment of subsequent Orders, as well as to terminate the Contract.
Any termination shall in no way prejudice the remaining rights of Tutalia S.r.l. against the Purchaser, including the right to damages.
Late payment of amounts due shall automatically give rise to the application of default interest pursuant to Legislative Decree No. 231 of 9 October 2002, as amended.
6. Prices
Unless otherwise agreed in writing between Tutalia S.r.l. and the Purchaser, the prices of the Products shall be those indicated in the official price lists in force at the time the Order is submitted.
Unless otherwise stated, the sales prices of Tutalia S.r.l. are per Product, expressed in Euro, exclusive of VAT and all other applicable taxes and charges, without exception.
7. Product changes
Tutalia S.r.l. reserves the right to modify at any time, at its sole discretion, the Products, item codes, package sizes, and price lists.
Tutalia S.r.l. reserves the right to make such technical changes or improvements to the Products as it deems necessary for the fulfilment of the Order, according to production requirements, market conditions, and applicable regulations, as well as the right to deliver Products with similar characteristics in substitution for the ordered Products.
The exercise of these rights shall never constitute grounds for termination or withdrawal from the Contract by the Purchaser, with no exception admitted or considered, and shall not relieve the Purchaser of its purchase obligations under the Contract.
The Purchaser undertakes not to alter, conceal, or remove any trademark on the Products, as well as any markings or other indications relating to use, origin, labels and/or packaging, failing which it may be required to compensate Tutalia S.r.l. for any resulting damages, including damage to its commercial image.
8. Force majeure
Tutalia S.r.l. shall under no circumstances be held liable for delay in or failure to deliver the Products due to causes beyond its control, including by way of example and not limitation, pandemics, health emergencies, natural disasters, fires, floods, earthquakes, or other natural disasters, strikes, lockouts, inability to obtain labour, materials or facilities necessary for the production of the Products, or actions by civil or military authorities (“Force Majeure”).
9. Warranty
Tutalia S.r.l. warrants to the Purchaser that the Products conform to the declared characteristics and are free from defects in materials or assembly for a period of twenty-four (24) months from the date of delivery to the end consumer. Batteries are warranted against manufacturing defects for up to twenty-four (24) months.
The warranty does not apply to all components considered subject to wear and tear: brake pads, cables and housings, bulbs, grips, saddle covers, pedals, chains, freewheels, decals, inner tubes, valves, tyres, dynamos, ignition key switches, kickstands, etc.
Any hidden defects must be reported by the Purchaser within 8 (eight) days of discovery. Notice of defects must be made exclusively in writing and by means of the appropriate Technical Assistance form, which must be duly completed in full and accompanied by suitable documentation, as indicated therein, and sent in original to Tutalia S.r.l. within the above deadline. Shipment of the Products returned to Tutalia S.r.l. and related costs shall be borne by the Purchaser, unless otherwise agreed with Tutalia S.r.l.
Where the defects complained of are actually found and confirmed to be attributable to Tutalia S.r.l., Tutalia S.r.l. may remedy them only by repairing or replacing the Product, at its sole discretion, and may also replace defective parts with compatible ones if the originally purchased parts are no longer available. Shipping costs for repaired or replaced Products shall be borne by the Purchaser, unless otherwise agreed with Tutalia S.r.l.
Where the defects are not actually verified and confirmed by Tutalia S.r.l. as being attributable to its responsibility, the Product(s) shall be returned to the Purchaser at the latter’s expense, unless otherwise agreed with Tutalia S.r.l.
This warranty shall not be valid:
- a) in the event of improper use of the Products, including improper assembly of components, or assembly not in accordance with the manufacturer’s instructions;
- b) for defects arising from the use of the Product in combination with other components or complementary accessories other than the original ones supplied by the manufacturer;
- c) where an attempt has been made to repair, or a part of the Product has been replaced by, a person other than Tutalia S.r.l. or a person not authorised by Tutalia S.r.l. to carry out such services;
- d) for damage suffered by the Products during transport, if the Purchaser does not expressly make a written reservation to the carrier at the time of delivery;
- e) for defects arising from normal wear and tear, ageing, or poor maintenance;
- f) for damage suffered following modification or tampering with the original components of the Product;
- g) for damage caused by falls, accidents, or Force Majeure events;
- h) where the trademarks or label of the Products have been altered, concealed, removed, or otherwise compromised;
- i) where the Product has been used for commercial or promotional purposes or for rental activities.
This warranty may be activated against Tutalia S.r.l. exclusively by the Purchaser and not by end consumers and/or customers of the Purchaser other than end consumers.
Any conventional warranties offered by Tutalia S.r.l. (or by other companies of the Tutalia S.r.l. group) to end consumers shall not apply in favour of the Purchaser and/or the Purchaser’s customers other than end consumers.
Any conventional warranties offered by Tutalia S.r.l. (or by other companies of the Tutalia S.r.l. group) to the Purchaser shall not apply in favour of end consumers and/or the Purchaser’s customers other than end consumers.
10. Technical assistance not covered by warranty
If the Purchaser cannot activate either the warranty referred to in clause 9 or any conventional warranties, Tutalia S.r.l. may nevertheless provide paid assistance to the Purchaser, subject to written agreement on the assistance terms and payment.
If the assistance request is accepted by Tutalia S.r.l., the product not covered by warranty shall be repaired and returned to the Purchaser at the latter’s expense.
Before any intervention, Tutalia S.r.l. shall send the Purchaser a quotation, the amount of which must be paid in advance by the customer. No work shall be carried out on the delivered product if payment is not received.
11. Limitation of liability
Tutalia S.r.l. shall not be liable for damages of any origin, kind or nature, whether direct or indirect, connected with and/or in any case arising from the Purchaser’s use of the Products, including loss of profit, damage to reputation, and damages arising from claims and/or disputes brought by third parties against the Purchaser.
Tutalia S.r.l.’s liability shall in any event be limited to the amount of the Order price.
The limitation and exclusion of liability shall not apply to personal injury, or to life and health, nor in cases of wilful misconduct or gross negligence.
12. Intellectual property / Indemnity
The Purchaser acknowledges the exclusive and full ownership of all intellectual and industrial property rights of Tutalia S.r.l. in the Products and its company trademarks, and undertakes to respect such rights even if the Products are resold to third parties.
In particular, the Purchaser accepts and acknowledges that it has no right whatsoever in the trademarks, names, models, patents, copyrights, distinctive signs, or other rights relating to the Products or their respective packaging.
The Purchaser also undertakes to use the trademarks, models, distinctive signs, etc. of Tutalia S.r.l. exclusively in connection with activities related to and arising from the Contract, and to use them in such a way that the image and prestige of Tutalia S.r.l.’s trademarks, models, names, distinctive signs, etc. are not compromised.
The Purchaser undertakes not to register, nor cause to be registered, in Italy or elsewhere, the company trademarks, names or other distinctive signs of Tutalia S.r.l. or any similar signs that may be confusingly similar thereto or may give rise to competition with it. The Purchaser undertakes not to disclose to third parties, even after termination of the Contract, any business or trade secrets of Tutalia S.r.l. or any other confidential information obtained in the course of its activities, nor to use such secrets or confidential information for any reason whatsoever.
The Purchaser shall hold Tutalia S.r.l. harmless from any claim and cost arising from the infringement of such intellectual property rights.
In the case of Orders for the delivery of Products bearing trademarks or distinctive signs of third parties, the Purchaser shall be fully responsible towards Tutalia S.r.l. for any infringement of third parties’ intellectual or industrial property rights.
13. Assignment and subcontracting
Tutalia S.r.l. may subcontract the performance of all or part of its obligations under the Contract and/or assign the Contract, in whole or in part, including the transfer of a business branch, part of a branch, or the entire business, without the need for any consent from the Purchaser and without giving any prior notice to the Purchaser. The Purchaser may not subcontract the performance of all or part of its obligations under the Contract and/or assign the Contract, in whole or in part, including the transfer of a business branch, part of a branch, or the entire business, without the prior written consent of Tutalia S.r.l. It is understood that even if Tutalia S.r.l. allows the Purchaser to subcontract performance of the Contract, the Purchaser shall remain liable to Tutalia S.r.l. for all activities carried out by the subcontractor and that, if the Purchaser assigns the Contract with the prior consent of Tutalia S.r.l., it shall remain liable to Tutalia S.r.l. for the performance of its obligations under the Contract pursuant to Article 1408 of the Italian Civil Code.
14. Confidentiality and privacy
The Purchaser undertakes to treat any information, data, invention, whether patented or patentable, know-how and, in general, any notice of a technical, economic, commercial or administrative nature, as well as any drawing, document, magnetic storage medium, or sample of material or product relating to the Products (hereinafter “Confidential Information”), with the utmost confidentiality and as if they were its own secret and confidential information, and to store such information appropriately. In particular, any information relating to the business of Tutalia S.r.l. that is not in the public domain and of which the Purchaser becomes aware in the course of performing the Contract shall be treated as Confidential Information of Tutalia S.r.l. and shall not be disclosed unless disclosure is required by law or by a judicial order or order of another competent authority. The confidentiality obligations shall remain in force for five (5) years after delivery of the Products. The parties undertake not to disclose, directly or indirectly, or communicate to third parties, by any means, the content, terms and conditions of the Contract or the activities performed by the parties in performance of the Contract. The parties also guarantee compliance with the above obligations by all persons for whom they are responsible, including employees, consultants, agents, appointees, etc.
Each party shall comply with the obligations set out in Legislative Decree No. 196 of 30 June 2003 (the “Privacy Code”) and subsequent amendments. The parties acknowledge and agree that the personal data of the other party shall be processed exclusively for purposes connected with the performance of the Contract. Subject to legal obligations, the parties expressly undertake not to disclose, disseminate and/or communicate, for any reason whatsoever, such personal data of the other party to third parties. Pursuant to Article 13 of the Privacy Code, Tutalia S.r.l. informs that: a) the Purchaser’s personal data are processed and/or communicated to third parties (for example, banks, external consultants, other companies of its group, etc.) in compliance with the Privacy Code, also with the aid of electronic and/or automated means, for purposes related to compliance with legal obligations and the performance of the Contract; b) it (as identified in the heading) is the controller of the Purchaser’s data; c) the Purchaser has the right to exercise the rights under Article 7 of the Privacy Code.
15. Miscellaneous
The Contract represents the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter of the Contract.
The invalidity of one provision of these General Terms shall not affect the validity of the remaining provisions. In the event a provision is invalid, the parties agree to replace it with a provision having a meaning as close as possible to the replaced provision. Any amendment to the Contract and the General Terms must be made in writing. Unless otherwise agreed between the parties, all notices between the parties shall be made in writing, by registered letter with return receipt, email or fax to the parties’ respective addresses.
16. Governing law and exclusive jurisdiction
The Contract shall be governed by Italian law. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. The exclusive jurisdiction for any dispute arising out of or relating to the interpretation, performance, termination or breach of this Contract shall be the Court of Milan.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Purchaser declares that it has read and understood the content of each article of this Contract and understands the meaning and consequences of non-compliance with the provisions herein, and therefore specifically approves the following clauses of the General Terms: 1. Scope of application; 2. The contract; 3. Shipping and delivery; 4. Complaints and returns; 5. Payments; 6. Prices; 7. Product changes; 8. Force majeure; 9. Warranty; 10. Technical assistance not covered by warranty; 11. Limitation of liability; 12. Intellectual property / Indemnity; 13. Assignment and subcontracting; 14. Confidentiality and privacy; 15. Miscellaneous; 16. Governing law and exclusive jurisdiction.
Sales points, bike test and assistance
On this page you can find Virago sales points: find the one nearest to you to see and test our bicycles!
Do you live far from one of our dealers? No problem! Write to info@viragobike.com and tell us which shop is convenient for you: we will contact them and arrange your bike test!
For any problem with your Virago bicycle, we are here for you! Contact one of our sales points, or write to info@viragobike.com: we will solve every situation together!
If you want, I can also turn this into a more formal legal English version or a cleaner website-ready translation.