**GENERAL TERMS AND CONDITIONS OF SALE**

**GENERAL PROVISIONS**

These general terms and conditions of sale (hereinafter, "General Conditions") govern the purchase of products and services made at a distance and made available via the internet on the website www.bioitalia.it (hereinafter, the "Site") in compliance with Italian legislation, specifically Legislative Decree no. 206/2005, coordinated and updated, most recently, with the changes introduced by Law no. 37 of May 3, 2019, and Law no. 31 of April 12, 2019 (hereinafter, the "Consumer Code").

The seller of the products and owner of the Site is: BIOITALIA S.R.L., VAT number 03621811219, with legal headquarters in Italy, Sarno (SA), Via Ingegno - PIP Area, Email address: info@bioitalia.it (hereinafter referred to as "BIOITALIA").

The consumer accessing the Site for purchases (hereinafter "Customer") is required, before placing an order, to carefully read these General Conditions, which are made available on the Site and can be consulted at any time by the Customer, including through the link provided in the confirmation email for each order, allowing reproduction and storage.

In case the entity making purchases on the Site requests an invoice and/or is not a "consumer or user" as defined in Article 3, paragraph 1, letter a) of the Consumer Code, the provisions applicable exclusively to "consumers" under the Consumer Code will not apply.

**Art. 1 - OBJECT OF THE CONTRACT**

With these general terms and conditions of sale, BIOITALIA sells and the CUSTOMER remotely purchases food products indicated and offered for sale on the website www.bioitalia.it.

The contract is concluded exclusively through the internet, with the CUSTOMER accessing www.bioitalia.it and placing an order according to the procedure outlined in the following Article 2 of this agreement.

The customer undertakes to carefully read these general terms and conditions of sale before confirming the order, especially the pre-contractual information provided by BIOITALIA, and to accept them by checking the box indicated.

In the order confirmation email, the CUSTOMER will also receive a link to download and archive a copy of these general terms and conditions of sale, as provided in Article 51, paragraph 1 of Legislative Decree 206/2005.

**ART. 2 - PRE-CONTRACTUAL INFORMATION FOR THE CONSUMER**

For the purchase of products, the Customer must complete and submit the electronic order form, following the instructions on the Site. The Customer must add the product to the "Cart" and, after carefully reading the General Conditions and the Privacy Policy and confirming their acceptance by checking the boxes provided, enter the shipping and billing information, select the desired payment method, and confirm the order.

By submitting the order on the Site, which constitutes a contractual proposal, the Customer acknowledges and declares to have read all the information provided during the purchase process and fully accepts, by checking the box indicated, these General Conditions and the payment conditions.

The CUSTOMER may, at any time and before the conclusion of the contract, become aware of the information regarding BIOITALIA, the geographic address, telephone number, email address, which are also provided below:

BIOITALIA S.R.L., VAT number 03621811219,

Legal headquarters Via Ingegno - PIP Area, Sarno (SA), Italy

Tel. +39 0815302305

Tel. +31 229707509

info@bioitalia.it

bioitaliasrl@pec.it

**ARTICLE 3 - CONCLUSION AND EFFECTIVENESS OF THE CONTRACT**

The contract concluded between BIOITALIA and the Customer is considered concluded with the acceptance of the order by BIOITALIA. This acceptance is communicated to the Customer through an order confirmation email containing a reference to these General Conditions, the order number, shipping and billing details, the list of ordered products with their essential characteristics and the total price, including delivery charges. The Customer will check the order confirmation email, and if errors are identified, they have 12 hours from the receipt of the email to contact Customer Service directly from the Site using the appropriate contact form accessible through the "Assistance" tab. After this period, the order will be processed for shipment, and no further changes will be accepted, without prejudice to the rights of the Customer.

**ART. 4 - PRODUCT AVAILABILITY**

Upon receipt of the order, Bioitalia will verify the availability of stock for processing the order. If one or more products are not available, the Bioitalia Customer Service will promptly send an email to the Customer, who, within the next 12 hours, may confirm the shipment of any additional available products or cancel it. In case of no response within this period, the order will be considered confirmed, and the available products will be shipped. If only a few products are not in stock, Bioitalia will process the order with the available products. In both cases, the amount related to the missing products will be refunded immediately according to the chosen payment method.

In the event that a product is not available, BIOITALIA offers the CUSTOMER the option to be informed about the product's availability. To receive information via email, the CUSTOMER must provide their email address in the box next to the unavailable product to receive an email containing the availability date.

**ART. 5 - PAYMENT METHODS**

All payments by the CUSTOMER can only be made by bank transfer, PayPal, or cash on delivery directly to the courier.

**Bank Transfer**

Payment by bank transfer is subject to the following conditions: the bank transfer must be received within 5 working days from the order date. Beyond this date, the order will be considered null and void. The reason for the bank transfer must include the order number and date, the company name or the buyer's name; the details are also provided in the order confirmation email automatically sent to the customer. It is understood that if bank transfer is chosen, the goods will be shipped only after verifying the credit in our bank account. In the current state of the banking system, the transferred amount is credited to the beneficiary's account no earlier than 1-3 working days from the date of execution.

To expedite the normal crediting time of the bank transfer, it is sometimes sufficient to send us a copy of the receipt containing the CRO number of the transfer, with the following methods:

Email: amministrazione@bioitalia.it

Bank transfer details:

**Cash on Delivery**

Payment by cash on delivery is to be made to the courier upon delivery of the product in cash.

**Paypal**

Once the order is confirmed, the Customer will be redirected to the PayPal website, where they can make the payment with their account or using a card, also prepaid, or in any case according to the methods accepted by Paypal and in compliance with its conditions. In the case of payment with Paypal, the actual charge will occur when BIOITALIA sends the order confirmation email. Communications related to payment and the data provided by the CUSTOMER at the time of payment occur on secure lines.

**ART. 6 – PRICES**

All product prices listed on the website www.bioitalia.it are expressed in Euros and include VAT.

Shipping costs are not included in the purchase price but are indicated and calculated at the time of completing the purchase process before making the payment.

Shipping costs

 are not applied in offers or with a minimum order amount clearly communicated on the site during the purchase process and on the homepage. In all other cases, the shipping cost is indicated in the attached table.

The CUSTOMER accepts BIOITALIA's right to change its prices at any time; however, the products will be invoiced based on the prices indicated on the site at the time of order creation and stated in the order confirmation email sent by BIOITALIA to the CUSTOMER.

In the event of a computer, manual, technical, or any other error that could result in a substantial, unexpected change in the retail price not foreseen by BIOITALIA, making it exorbitant or clearly negligible, the purchase order will be considered invalid and canceled, and the amount paid by the CUSTOMER will be refunded within 14 days from the cancellation date.

**ART. 7 – TRANSPORT AND DELIVERY**

Products purchased on the Site will be delivered to the address indicated by the Customer during the purchase process in the "delivery address" field.

All purchases will be delivered by express courier (hereinafter, "Courier") from Monday to Friday, excluding holidays and national holidays. Bioitalia is not responsible for delays that are not predictable or attributable to it.

Once the products are shipped, the Customer will receive a confirmation email with a link for shipment tracking.

In any case, except in cases of force majeure or unforeseeable circumstances, the ordered products will be delivered within a period of 10 (ten) working days from the day following the date on which Bioitalia confirmed the order to the Customer through a specific order confirmation email.

Delivery services active in Italy:

SDA

DHL

The services include 2 delivery attempts to the address provided at the time of order. After each attempt, a notice will be left. If the second delivery attempt is unsuccessful, the goods will be returned to the warehouse.

**ART. 8 – RIGHT OF WITHDRAWAL**

The right of withdrawal, in accordance with art. 52 Legislative Decree no. 206/2005, coordinated and updated with the changes introduced by Law no. 37 of May 3, 2019, and Law no. 31 of April 12, 2019, consists of the consumer's possibility to withdraw, within 14 (fourteen) working days, from the distance purchase and receive a full refund of the expense incurred for the purchase without any penalty, excluding shipping costs.

The right of withdrawal does not apply to the supply of food that, by its nature, cannot be returned or risks deteriorating or altering rapidly.

The right of withdrawal is excluded in the following cases, under Article 59 of the aforementioned decree:

- order of products by a non-consumer customer and/or requesting an invoice;

- order of products made to measure or clearly personalized;

- order of products that may deteriorate or expire rapidly;

- order of sealed products that are not suitable to be returned for reasons of hygiene or related to health protection or have been opened after delivery.

With reference to the cases of exclusion of withdrawal listed above, you are informed and accept that among the products that "may deteriorate or expire rapidly" are all food products offered for sale on the website www.bioitalia.it (including wines, smoothies, fruit juices, and beverages in general) since the characteristics and qualities of such products are subject to alteration even due to improper storage. The products purchased on the site cannot, therefore, be returned to BIOITALIA and put back on the market without risks to the health of consumers.

**ART. 9 – WARRANTY AND NON-CONFORMITIES**

In case of non-conformities in products sold by Bioitalia, the Customer must contact Customer Service immediately using the appropriate contact form accessible on the Site through the "Contacts" tab.

The legal guarantees provided by Articles 129, 130, and 132 of the Consumer Code apply to the sale of Products. The Customer has the right, at their choice and provided that the type of product allows it, to restore the conformity of the product at no cost through repair or replacement, or to a suitable reduction in price or contract resolution.

In case of a faulty product, the Customer is required to keep the product with at least 2/3 of its content and its original packaging and report the alleged non-conformity to Customer Service. Bioitalia will intervene as soon as possible, arranging for free collection to conduct a thorough check and propose the most suitable solution.

The Customer forfeits these rights if they do not report the non-conformity to Bioitalia within two months from the date they discovered the defect, provided it is not a perishable product or subject to a shorter expiration period. In this case, the defect must be reported within the reduced period.

**ART. 10 – LIMITATIONS OF LIABILITY**

BIOITALIA commits to describing and presenting the products sold on the site in the best possible way. Nevertheless, some errors, inaccuracies, or small differences between the product shown on the site and the actual product may occur. Furthermore, the photographs of the products presented on www.bioitalia.it do not constitute a contractual element, as they are only representative. In case of a discrepancy between the image and the written product sheet, the description on the product sheet always prevails.

BIOITALIA assumes no responsibility for malfunctions or disruptions due to force majeure or unforeseen circumstances, even if caused by malfunctions and disruptions on the internet, in case it cannot fulfill the order within the times specified in the contract.

BIOITALIA reserves the right to correct errors, inaccuracies, or omissions even after an order has been sent or to change or update information at any time without prior notice, while respecting the Customer's rights under these General Conditions and the Consumer Code.

Except for willful misconduct or gross negligence, any right of the Customer to compensation for damages or the recognition of compensation is excluded, as well as any contractual or non-contractual liability for direct or indirect damages to persons and/or property, caused by the non-acceptance or partial fulfillment of an order.

BIOITALIA promotes responsible consumption of alcoholic beverages and excludes any liability, except for willful misconduct or gross negligence, in the case of purchases made by individuals under the age of 18. By purchasing any alcoholic product, you declare to be of legal age. BIOITALIA assumes no responsibility in the event of a purchase made by individuals under 18 who have declared a different age.

ART. 11 - ACCESS TO THE WEBSITE

The CUSTOMER has the right to access the website for consultation and making purchases. No other use, particularly commercial use, of the website or its content is allowed. The integrity of the elements of this site, whether sound or visual, and the related technology used remain the property of BIOITALIA and are protected by intellectual property law. Please read the "Legal Notes" document on the website www.bioitalia.it published on the website www.bioitalia.it.

ART. 12 – COOKIES

The website www.bioitalia.it uses 'cookies.' Cookies are electronic files that record information about the CUSTOMER's navigation on the site (pages viewed, date and time of consultation, etc.) and allow BIOITALIA to offer a personalized service to its customers.

BIOITALIA informs the Customer of the possibility to disable the creation of such files by accessing their Internet configuration menu. For more information, please read the cookies policy published on the website.

ART. 13 – ENTIRETY

These General Sales Conditions consist of all the clauses that make them up. If one or more provisions of these General Sales Conditions is considered invalid or declared as such under the law, regulation, or following a decision by a competent court, the other provisions will continue to have full force and effect.

ART. 14 - APPLICABLE LAW AND JURISDICTION

These General Sales Conditions are subject to Italian law.

Any dispute that cannot be resolved amicably will be subject to the exclusive jurisdiction of the Court of the place of residence or domicile of the CUSTOMER, if located within the territory of the State.

In any case, it is possible to optionally resort to the mediation procedures provided by Legislative Decree 28/2010, for the resolution of any disputes arising in the interpretation and execution of these sales conditions.

ART. 15 - COMPLAINTS

Any possible complaint must be forwarded to BIOITALIA using the appropriate contact form accessible directly on the Site via the "Contacts" tab, or by calling the number 0815302305 active from Monday to Friday, from 9:00 am to 5:00 pm, excluding holidays, or by registered letter with acknowledgment of receipt to the following address:

c.a. Complaints Office

Bioitalia s.r.l., Via Ingegno - Area PIP, Sarno (SA), Italy

BIOITALIA undertakes to respond to all requests received within a maximum of 7 working days.

ART. 16 - PERSONAL DATA PROCESSING

Regarding the processing by BIOITALIA of the Customer's personal data collected and processed by BIOITALIA for contractual purposes and in its own ways, of which BIOITALIA is the Data Controller pursuant to European Regulation 679/2016 ("Customer's Personal Data"), these will be processed by BIOITALIA in accordance with what is stated in the information on the processing of personal data released under art. 13 of European Regulation 679/2016 at the end of these General Conditions and published on the website.

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Pursuant to article 1341 of the Italian Civil Code, the Customer declares to have read and specifically accepted the following articles of these General Conditions: 4, 5, 6, 7, 8, 9, 10.