General Terms and Conditions of Sale
Date: March 2021
1. General Provisions
1.1. These general terms and conditions of sale (“General Terms”) describe the terms on which Brioni America Inc., a company incorporated under the laws of New York, with a share capital of 950.000 USD, with registered office at 595 Madison Ave, 6th Floor, 10022 New York, United States, registered with the Chamber of Commerce under registration number ID # 2712721, with Federal Identification Number 75-2992773 (“BRIONI”, “we”, “us”, “our”), sells, and a consumer (“you”) purchases, BRIONI products (“Products”) through the website https://www.brioni.com/us (“Website”). In certain cases, depending on the stock availability of the Product, the actual retailer could be another company belonging to the Brioni’s group of company. You will be notified of the applicable retailer in the Order Acceptance (please see 4.7 below) but please consider that this does not affect your rights in connection with the purchase. The applicable retailer will provide you with the invoice relating to the Product purchased by you.
1.2. These General Terms will apply to any contract for the sale of Products by BRIONI to you through the Website (“Contract”).
1.3. The sale of Products under these General Terms is only available to consumers, meaning natural persons who act for purposes of personal consumption (i.e. for purposes extraneous to their trade, business, craft and profession and not for profit), who have reached the age of majority and have full legal capacity to enter into a Contract, in their country.
1.5. We reserve the right to amend or update all or part of these General Terms from time to time, without notice. We will always post the most current version of these General Terms on the Website and display the ”Last Updated” date to reflect the date of the changes.
2. Products Information and Availability
2.1. Information on our Products (along with the corresponding Product codes) and relevant prices are available on the Website.
2.2. The Products available on the Website are usually a selection of items normally available in stores. However certain Products may be available exclusively online through the Website, and others may not be available, or legally sold, online. Also, some Products may not be shipped to your country.
2.3. Pictures of the Products displayed on the Website may not correspond to their actual appearance. In particular, the colors, fabric, shade, grain, texture of the Products shown on your screen may vary from those on the actual Product. Therefore, you shall rely exclusively on the description of the Products and their characteristics as mentioned on the Website.
2.4. We reserve the right, in our sole discretion, to limit the quantities and/or types of any Products available on the Website per person, household or per order. These restrictions may include orders placed by or under the same account, the same payment method and/or orders that use the same billing and/or shipping address. You cannot purchase more than two (2) identical Products per order. The maximum number of items per order is ten (10).
2.5. We may change or discontinue a Product or any of its features, as described on the Website, at any time and without notice (this does not affect orders already placed at the time of the change). During the purchasing process, we will inform you if your order cannot be processed due to the unavailability of the ordered Products.
2.6. Brioni may not process purchases when orders are incomplete or incorrect, or the products are no longer available. In the above cases, we shall inform you by email that the contract has not been executed and that Brioni as not carried out your purchase order specifying the reasons thereof. If the products displayed on www.brioni.com are no longer available at the time of your last access and once Brioni has received your order, we shall inform you of the unavailability of the ordered products within fifteen (15) days from the day after Brioni has received your order. If the order form has been sent and the price has been paid for items that are no longer available, we will refund the amount paid for those items.
2.7. In the event your connection to the Website fails, your selection of Products may be lost. In such case you will be required to re-enter your selection. Please note that Products in your shopping cart are not reserved and may be purchased by other customers. In no event we shall be liable to you for the unavailability of a Product following a failure or loss of your connection to the Website.
3.1. Prices of Products are indicated on the Website in Dollar and do not include any applicable sales taxes or other taxes, which shall be added to the price of the Products, together with delivery charges, if any, and will be communicated to you during the checkout process before you confirm your order.
VAT will be charged as per applicable law at the time of the sale.
3.2. We make all reasonable efforts to ensure that all prices for the Products displayed on the Website are correct. Occasionally, however, an error may occur, and Products may be mispriced (incorrect price or typographical error in the price shown). In this case we will, at our discretion, (i) cancel the order or terminate the Contract (depending on when the error is detected) and notify you of such cancellation or termination, or (ii) contact you and ask you whether you wish to purchase the Product at the correct price.
3.3. We reserve the right to change the Products prices at any time and without notice, but such changes will not apply to Products for which you have received an Order Acceptance.
4. Formation of the Contract – Placing an order
4.1. The information about the Products and their prices that is displayed on the Website is an invitation to treat and does not represent an offer by us or a unilateral contract.
4.2. To purchase Products on the Website, you must follow the instructions provided by the online purchase process: (i) include the selected Products (subject to the restrictions set forth in Section 2.4) in the shopping cart, (ii) fill in the order form with your personal information (name, address, email, telephone, shipping/billing address), (iii) select your payment method, (iv) accept these General Terms, (v) accept the ToU and (vi) place your order through the Website.
4.3. Orders made from a Country site different from the one you are shipping to, or to addresses to which we cannot ship, will be automatically cancelled.
4.4. Before submitting your order, you will be given the opportunity to review your selection, check the total price and correct any errors.
4.5. Your order constitutes a binding offer to purchase from us the selected Products, under these General Terms, without prejudice to your right of withdrawal under Article 8 hereto. By placing an order, you agree to pay the price of the ordered Products.
4.6. All orders submitted by you are subject to our acceptance. Once you place your order, we will acknowledge it by email (“Order Confirmation”). This Order Confirmation does not, however, mean that your order has been accepted. We may choose not to accept your order, in whole or in part, without liability to you. Examples of non-acceptance of your orders are as follows:
(i) The Products are not available; or
(ii) You do not comply with the eligibility conditions set out in Section 1.3; or
(iii) You have ordered too many Products (see Section 2.4); or
(iv) We are unable to obtain authorization for your payment; or
(v) There is an error in the price displayed; or
(vi) Reported or suspected, fraudulent, illegal or unauthorized activities, including suspected purchases for commercial purposes; or
(vii) The delivery address provided by you is not a valid address; or
(viii) You have not fulfilled your obligations deriving from a prior contract entered into with us.
4.7. The Contract between us and you will only be formed when you receive from us an email notification confirming shipment of your order ("Order Acceptance"). The Order Acceptance (or rejection) shall be sent to the email address provided by you in the order. The details of your accepted orders are available under “My Account - My Order” section of the Website.
4.8. In case of unavailability of one or more ordered Products, we will contact you and inform you of such unavailability. The order will be partially cancelled and you shall pay only the price of the available Product(s).
4.9. The Order Confirmation/Acceptance will include notably the order number, basic information on the purchased Products, an indication of the price and the shipping address.
4.10. Once you receive the Order Acceptance you can no longer cancel or modify your order unless otherwise provided in these General Terms. Dispatched Products can however be returned as set out in Article 8 below.
4.11. From time to time we may invite you to pre-order certain selected Products on the Website before they are available to purchase from the stores or the Website (“Pre-Order Products”). The thirty (30) days delivery term set out in Section¬ 6.4 will not apply to Pre-Order Products while an estimated delivery date for the Pre-Order Products will be communicated to you when we confirm your order.
5.1. You must pay the price of the Products (including applicable VAT, sales taxes or other taxes), the cost of any additional services you order (e.g. additional costs for personalized Products), if applicable, and the associated delivery charges, if any.
5.2. We accept payments made in the currency specified for the country of the shipping destination with the payment methods proposed to you before you confirm your order.
5.3. We will not debit the amount of your order until:
(i) we have received authorization to debit your card from the card issuer or your Paypal account, if applicable;
(ii) your debit/credit card data or your Paypal account, if applicable, has been verified.
5.4. If your payment cannot be processed for any reason, we will cancel your order and our Contract with you will end immediately, without liability to you. We will inform you of this in writing.
5.5. You are responsible for the relevant charges or fees, if any, applied by your card issuer, bank or other payment institution as a result of our processing of your payment.
5.6. In case of payment by Credit/Debit Card, all details (for example, card
number or expiration date) will be sent by encrypted protocol to the payment provider or other banks which provide remote electronic payment services,
without third parties having any access thereto whatsoever. Such details
will not be used by Brioni except for performing the procedure
relevant to your purchase or issuing refunds in the case of returns in
compliance with the exercise of your return right or for reporting cases
of suspected fraud to the police. The price for the purchase of products and the
corresponding costs for shipping and delivery, as indicated in the order
form, will be charged to your current account only when the purchased
products are actually shipped.
5.7. For each order, we or the applicable retailer will issue an electronic invoice for the purchased Products, and you agree to such form of invoicing. The e-invoice will be established based upon the information provided by you at the time of submitting the order. No alterations to the e-invoice are possible once the e-invoice has been issued.
5.8. Please note that for Pre-Order Products, payment is not processed at the time of the reservation of the Pre-Order Product but when the Pre-Order Product is available.
6. Shipping, Delivery and Collection
6.1. The purchased Products will be delivered exclusively in the United States.
6.2. The purchased Products shall be delivered by a courier service selected by us (“Courier”). Products shall be delivered either to the address indicated by you in the order form or to one of our stores offering a pick-up in store service in the shipping country, as selected by you (“Selected Store”). We are not responsible for any delivery problems arising from incomplete or incorrect address details supplied by you. Please note that we will not deliver to PO Boxes, address of freight forwarders, or hotels.
6.3. The purchased Products will be shipped out only after we receive your payment in full. If we do not receive your payment in full, whatever the reason, we can delay or refuse dispatching the Products without liability to you.
6.4. We will take all reasonable steps to deliver the purchased Products or make them available for collection at your Selected Store within the estimated periods communicated to you during the checkout process before you confirm your order, except if a force majeure event, an event beyond our reasonable control or any unforeseeable circumstance occurs. If the delivery has not occurred within thirty (30) days of the Order Acceptance, you will be entitled to cancel the Contract and we shall, without undue delay, refund you all sums paid under the Contract.
6.5. Upon delivery of the Products by the Courier, you (or the person designated by you) are required to:
(i) verify that the number of packages delivered corresponds to that indicated on the delivery note;
(ii) verify that the packages and their seals are intact, undamaged, not wet or altered in any manner;
(iii) verify that the delivered Products conform to the style, model, color, size, and other characteristics of the Products, as described in the Order Confirmation/Acceptance are free from any patent defects (including but not limited to cracks, scratches, color variations or other color defects, etc.), and are not incomplete (e.g. missing buttons or attachments);
(iv) sign the delivery note; and
(v) if requested by the Courier, show your ID.
Any damages to the packages and/or the Products, or discrepancies in the number of packages or documentation, or any lack of conformity or patent defects of the Products must be immediately mentioned in writing on the Courier’s delivery note. To the extent permitted under applicable laws, once you’ve signed the Courier’s delivery note, you may no longer make a claim with respect to the delivered packages, provided that you are entitled to subsequently make a claim in relation to the manufacturing defects of the Products as set forth in Article 9 below.
6.6. If you have opted to collect the Products at your Selected Store, you will have a limited period of time indicated to you by email, to collect them. In order to collect the Products in store you will need to show your Order Acceptance and a personal identification. You (or a person designated by you to collect the Products) will need to present the delivery confirmation email, a photocopy of your identification document and, if applicable, a document showing that the delegate has been authorized to collect the order which shall include the delegate’s identification document. Failure to collect the Products within the applicable timeframe will entitle Brioni to cancel the Contract and refund the price of the Products to you.
7. Risk and Title
7.1. The risk of loss of, damage to, and destruction of, the Products shall pass to you when you (or a person designated by you and other than the carrier) take physical possession of the Products at the delivery address given by you or upon the collection of such Products by you or such person designated by you from your Selected Store.
7.2. Title in the Products shall pass to you on the date on which the Products are delivered to your delivery address or collected at your Selected Store, as applicable.
8. Right of withdrawal/cancellation and Returns
8.1. You have the right to withdraw from/cancel the Contract if you change your mind or for any other reason within thirty (30) days from the date on which you (or the person designated by you) take physical possession of the Products or, in case of multiple packages delivered for the same order, the last package delivered.
8.2. The right of withdrawal does not apply to orders for (i) personalized Products, such as monogrammed Products (ii) Products made to measure or to your specifications; (iii) Products likely to be easily deteriorated or expired; and (iv) Products which cannot be sent back given their nature (e.g. unsealed fragrance or cosmetics products), or for hygiene reasons (such as underwear, bathing suits, swim trunks, earrings and pierced jewelry), (v) latex Products and (vi) any other Product that you were informed at the time of submitting your order could not be returned (“Non-returnable Products”).
8.3. To exercise your right of withdrawal, you must inform us of your decision to exercise your right of withdrawal /to cancel the Contract within the period of time mentioned in Section 8.1 above:
• by sending us by email or by ordinary mail:
o the Model Withdrawal/Cancellation Form set out at the end of these General Terms, duly filled in and signed by you,
o a letter including the following information: (i) indication of the Products for which you wish to exercise your right of withdrawal/right to cancel; and (ii) the order number,
to the following recipient’s address or email:
BRIONI - 595 Madison Ave, 6th Floor, 10022 New York, United States – firstname.lastname@example.org,
• by completing an online return form on the Website.
8.4. You must return the purchased Products within fourteen (14) days from the date you notified us of your decision to exercise your right of withdrawal/right to cancel, in accordance with Section 8.3) above, in accordance with the instructions set out in our Return Policy www.brioni.com.
8.5. The Products shall be returned in their original condition, unaltered, unused, undamaged, in their original packaging and with original tags and labels attached along with all accessories and related documents (e.g., instructions booklet, Product certificates, etc.) if any, and undamaged box, if applicable.
8.6. If a returned Product does not meet the conditions for its return, as listed in Section 8.5 above, we will send back such Product to you to the address you indicated in the return form, or if such address is not valid, to the address communicated by you when you placed the order. This return will occur within thirty (30) days from the date we informed you of the rejection of the returned Products, unless a force majeure event, an event beyond our reasonable control or any unforeseeable circumstance occurs.
8.7. We will refund you all amounts paid by you, including the delivery charges, if any, (except that, with respect to the delivery charges, the maximum refund, if any, will be the costs of delivery by the least expensive delivery method we offer), within fourteen (14) days from the date we received back from you the Products, or you have provided evidence that you have returned them, whichever is the earliest. We will refund you using the same payment method that you used when you placed your initial order. If you paid cash on delivery of the Products ordered, if available, cash refunds are not available, and your refund will only be released by wire transfer. Please note that we may reduce your refund to reflect any diminished value of the Products resulting from your handling of the Products other than what is necessary to establish the nature, characteristics and functioning of the Products.
To the extent permitted by applicable law, we shall not be responsible for
any delay that is beyond our control including for delays caused by the
method of purchase or refund, including delays caused by credit card/debit card companies refund policies.
8.8. If return in store is available, you can also return the Products purchased through the Website to any of our stores located in the United States listed at www.brioni.com within the timeframe indicated in Section 8.1 above.
8.9. The provisions of Sections 8.1 to 8.8 will apply, except as otherwise provided by our Return Policy at www.brioni.com.
9. Lack of Conformity - Manufacturing Defects
9.1. If you find that a Product sold by us on the Website has manufacturing defects or is not as described (excluding any non-conformity to the Order Confirmation/Acceptance or those patent defects that should have been identified and indicated at the time of delivery pursuant to Section 6.5), please contact immediately our Client Services by calling +1 646 889 1945 or by sending an email to email@example.com to arrange for the repair or exchange of the Product.
9.2. Damage, alteration or modification to the Products caused by you is not a manufacturing defect or a lack of conformity. For example, without limitations, any damage caused by extensive use or wear; improper use (such as direct exposure to the sun light or heat, contact with liquid, rain or food); normal tear and wear; non-observance of applicable care and/or cleaning instructions, are not manufacturing defects or a lack of conformity. Likewise, variations in the texture, natural markings or irregularities of natural Products (such as leather or fabric) are inherent to the Product and not manufacturing defects.
9.3. In the event your request the repair, replacement or return of a Product due to manufacturing defect pursuant to this Article 9, we will bear the delivery costs for returning the Products to be repaired, replaced or returned, as well as any costs to deliver back to you the repaired or replaced Products.
10.1. Nothing in these General Terms seeks to exclude or limit our liability for:
• personal injury or death resulting from our negligence;
• fraud or fraudulent misrepresentation;
• breach of any obligations implied by applicable consumer protection laws; or
• any other cause of action which cannot be limited or excluded by us under applicable law.
10.2. Subject to the above, our aggregate liability which shall be limited solely to direct damages, caused by our breach, that you suffer in respect of all claims and causes of action, arising under or in connection with these General Terms and each Contract, shall in no event exceed the price of the Product(s) purchased by you on the Website under that Contract. We are not liable for damage or loss that either you or we could not reasonably have foreseen at the time you accepted these General Terms. We shall not be liable to you for any indirect damages.
10.3. We are not responsible for any delay or failure to perform any of our obligations under these General Terms if the delay or failure is caused by a force majeure event or arises from any cause which is beyond our reasonable control, including without limitation any of the following: act of God, governmental act, war, civil war, fire, flood, earthquake, hurricane and other natural disasters, epidemic, revolution, insurrection, invasion, military or usurped power, confiscations, terrorist activities, national strikes, lockouts, embargo, interruption or failure in information, technology, electricity or telecommunications services, failure of third parties (such as our suppliers and subcontractors) to perform their obligations to us.
10.4. If you do not comply with the eligibility conditions set out in Article 1, we are not liable towards you for any damage or loss caused by us.
11. Guarantee of Authenticity and Intellectual Property Rights
11.1. We guarantee the authenticity of all Products purchased on our Website.
11.2. BRIONI trademarks, whether figurative or not, service marks, all other marks, brand names, logos used on the Products, the accompanying accessories and/or the packaging, whether registered or not, together with all photographs, illustrations, images relating to the Products, trade or business names, domain names and URLs are and remain our exclusive property or our licensors’ and are protected by applicable copyright, trademark, or other intellectual property laws around the world. We reserve all such rights.
12. Promotions and Special Offers
12.1. We may offer you promotions and special offers from time to time. The terms of such promotions and special offers will be specified on the Website (e.g. start and end date of the promotions and offers; minimum order value, if any). Promotions and offers cannot be used in conjunction with any other promotion or offer. To receive the discount or offer applied, you must place your order within the specified date range. The promotional or special offer code must be entered at the time of checkout.
12.2. We reserve the right to (i) end such promotion or special offer early and reject the promotional code at any time, and to (ii) refuse to allow you to participate in the promotion or special offer.
13. Entire Agreement
13.1. These General Terms and any document expressly referred to in them represent the entire agreement and understanding between us in relation to the sale of Products from us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
14. Applicable Law and Jurisdiction
14.1. These General Terms and, therefore, the Contracts entered into with you, shall be governed by and will be interpreted in accordance with the laws of the state of New-York (without reference to its conflict of law provisions).
14.2. Any disputes arising out of, or relating to, these General Terms and the Contracts shall be submitted to the jurisdiction of the competent courts of your place of residence.
15. Contact us
For further information and assistance with the Website, you may contact us in one of the following manners:
Any notice to be given under these General Terms or the Contracts will be in writing. We will contact you by email, telephone, SMS or provide you with information by posting notices on our Website.
Model Withdrawal/Cancellation Form
(complete and return this form only if You wish to withdraw from the Contract)
To BRIONI 595 Madison Ave, 6th Floor, 10022 New York, United States – firstname.lastname@example.org
I/We(1) hereby give notice that I/We(1) withdraw from my/our(1) contract of sale of the following goods(1)/for the provision of the following service(1),
Ordered on(1)/received on(1),
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
(1) Delete as appropriate