Terms & Conditions

1. Scope of Application. Definitions

These General Terms and Conditions (“GTC”) govern the services offered by SPS Fulfillment S.r.l.s., a company incorporated under Italian law, with registered office in Milan, Via Borgonuovo 9, registered with the Milan Companies Register under tax code and VAT number 12683190966 (“SPS”).

The relationship between SPS and the Client (as defined below) is governed by these GTC and the Order, as confirmed by SPS. The Client is made aware of these GTC through direct communication via email or when submitting the Order online; in both cases, by sending/submitting the Order or paying the related amount, the Client confirms having read, understood, and accepted the GTC.

In addition to other provisions of these GTC, the following terms have the meanings specified below.

• “Customers” are the individuals or legal entities, consumers or otherwise, to whom the Client sells the Products;
• “Client” is the party that engages SPS to perform one or more Services;
• “Order” is the order through which the Client requests SPS to perform one or more Services, sent to SPS via email to the address referred to in Art. 12, or submitted by completing the online form available on the SPS website www.spsfulfillment.com;
• “Products” are the items purchased by SPS, upon receipt of the necessary funds, in its own name but on behalf of the Client, and subject to subsequent sale by the Client to its Customers.

2. Services

2.1 SPS provides, upon acceptance of the Order and receipt of the fees referred to in Art. 7, the following activities (the “Services” and, individually, a “Service”):

• (i) online research and selection of Products as indicated by the Client, and consequent identification of one or more suppliers and the relevant conditions for purchase/procurement of such products (“Research Service”);
• (ii) online purchase of such products, in its own name but on behalf of the Client, subject to prior a) acceptance of the supply conditions and b) provision by the Client of the necessary funds for payment of the price (“Purchase Service”);
• (iii) temporary storage of the Products once delivered by the supplier (“Storage Service”);
• (iv) packaging of the Products and organization, through freight forwarders/couriers, of their delivery to the Client’s Customers (“Packaging and Delivery Service”);
• (v) support in identifying potential buyers, on an occasional basis and at the express request of the Client, which SPS reserves the right to accept or decline, with direct sale of Products from SPS to Customers, in its own name but on behalf of the Client (“Promotion and Sales Service”).

2.2 The Client declares and warrants that the Products and all products indicated by the Client, as well as their sale, promotion, distribution, marketing, and any other related activity, are not (i) subject to prohibitions, limitations, or restrictive measures of any kind under Italian, EU, relevant third-country, or supranational regulations, (ii) illegal or discriminatory, (iii) contrary to public order or morality, (iv) dangerous to minors and/or persons with disabilities, harmful to the dignity or rights of persons or animals; (v) in violation of third-party rights, particularly intellectual property rights; (vi) dangerous, unsafe, or incompatible with/for the environment.

2.3 Without prejudice to the Client’s warranty and indemnification obligations under subsequent Arts. 3.2, 3.3, and 5.6 regarding Customers (including Consumer Customers), as well as SPS’s rights under Art. 9, the Client undertakes to indemnify SPS for any loss, damage, expense, or other detrimental consequence (including sanctions and/or orders from public authorities) arising from or attributable to any possible action, objection, dispute, or claim, judicial or extrajudicial, brought by any third party, including public authorities, for causes dependent on and/or connected to the Services, in particular the Promotion Service, and/or the sale of Products, and/or the Products themselves.

3. Exclusion of Liability and Indemnification Obligations

3.1 The GTC and the Orders accepted by SPS govern the contractual relationships between the Client and SPS, in its capacity as agent and service provider to the Client.

3.2 The Purchase Service, Promotion and Sales Service, and all other Services are provided by SPS to the Client and do not create any relationship between SPS and the Client’s Customers. The Client is the sole and exclusive contractual counterpart of the Customers and assumes exclusively and entirely all obligations and responsibilities, contractual and extra-contractual, towards said Customers.

3.3 Consequently, without prejudice to mandatory regulations, any liability, obligation, or warranty of SPS towards the Customers is excluded, and the Client undertakes to indemnify SPS for any loss, damage, expense, or other detrimental consequence arising from or attributable to any possible action, objection, dispute, or claim by any Customer or public authority.

3.4 SPS is not liable to the Client for the performance of Customers and, in general, for the obligations assumed by persons with whom it has contracted on behalf of the Client.

3.5 SPS does not collect the price of Products from Customers, who pay directly to the Client, except where i) the Client requests SPS to execute the sale on behalf of the Client but in SPS’s own name, ii) the Customer pays by cash on delivery.

3.6 The Client shall arrange for mandatory or voluntary insurance policies relating to the Products, their transport, packaging, storage, delivery, and third-party damages, including for the benefit of SPS, providing documentary evidence promptly to SPS upon request.

4. Assignment of Tasks and Performance of Research and Purchase Services

4.1 Individual Research and Purchase Services are commissioned by the Client to SPS through an order (“Order”), to be communicated via email to the address referred to in Art. 12, or submitted through the online form available on the SPS website. SPS reserves the right to not accept the Order, or to request modifications, providing written notice to the Client.

4.2 SPS shall submit to the Client the identified purchase opportunity, complete with data relating to the Products, supplier, prices, and VAT if applicable (the “Quotation”). Within 10 days of receiving the Quotation, the Client shall notify SPS whether it intends to accept it, and in the affirmative, simultaneously transfer to SPS, via immediate bank transfer to the SPS account indicated in the Quotation, the amount necessary to proceed with the purchase of the Products for the quantity confirmed by the Client.

4.3 It is understood that SPS cannot provide the Purchase Service, and therefore will not proceed with the purchase of the products until receipt of the bank transfer referred to above.

4.4 Any liability of SPS towards the Client and/or Customers or other third parties is excluded in case of failure to purchase the products due to non-receipt of funds within the timeframe referred to in paragraph 4.2 above.

4.5 Any liability of SPS is likewise excluded if, during the Quotation acceptance period, the availability of products identified in the Quotation ceases, or a change in supply conditions occurs.

4.6 SPS shall notify the Client of the completed execution of the Order (and related purchase of Products).

5. Storage and Packaging Services

5.1 If requested by the Client in the relevant Order, purchased Products may be delivered by the supplier to SPS at the address communicated by SPS.

5.2 In such cases, SPS shall promptly notify the Client of the delivery of the Products and shall arrange, on behalf of, at the expense of, and according to the Client’s instructions, for their packaging and delivery to the Customers indicated by the Client, via courier or other means specified by the Client. Shipping, packaging, and insurance costs shall be reimbursed weekly to SPS via bank transfer.

5.3 Product delivery terms are those indicated in the Quotation. Any liability of SPS for non-delivery and/or delays in delivery by the supplier and/or other parties, including shipping service providers, is excluded.

5.4 The Client undertakes to provide shipping instructions for the Products no later than the deadline indicated in the Quotation (the “Deadline”) or, alternatively, to collect them from SPS premises by the same date. In the absence of a Deadline indicated in the Quotation, it shall be deemed to be 30 days. If the Client fails to collect within the Deadline, a penalty of €10.00 per day shall be charged, without prejudice to any greater damages. After 60 days from the Deadline, SPS shall have the right to ship the Products remaining at SPS premises to the Client at the Client’s risk and expense.

5.5 For clarity, the Parties confirm that the sale of Products occurs between the Client and the Customers, with SPS being entirely extraneous to such relationship.

6. Promotion Service

6.1 If requested by the Client, SPS may collaborate with the Client, with an obligation of means and not of result, to identify potential Customers for specific Products.

6.2 Regardless of whether the task of identifying potential Customers is assigned, any liability of SPS for failure to place/sell Products to Customers is excluded.

7. Fees. Payments

7.1 As compensation for the provision of Services, the Client shall pay SPS the amounts indicated in the Quotation.

7.2 Payment of fees due to SPS shall be made in advance. Weekly costs shall be settled each week for Services provided in the preceding month. Payment must be made within 15 (fifteen) days from the invoice date (pro forma).

7.3 SPS is exempt from the obligation to render accounts.

7.4 For credits arising from the provision of Services, SPS has the right of retention on Products and set-off against amounts advanced by the Client for the purchase of Products and shipping costs.

7.5 Pursuant to Art. 1721 of the Italian Civil Code, SPS as agent has the right to satisfy itself on monetary claims arising from the Client’s relationships with Customers, with priority over the Client and its creditors.

8. Force Majeure

8.1 Neither party shall be liable for delay, inaccurate, or failed performance of obligations if the delay, failure, or inaccurate performance is caused by a force majeure event. Force majeure is any unforeseen event or circumstance beyond any reasonable control of the parties, including but not limited to earthquakes, natural disasters, floods, adverse weather and/or hydrogeological events, pandemic events and/or restrictive measures adopted in consequence thereof by national and local authorities, strikes, lockouts, wars, conflicts, insurrections, traffic interruptions or restrictions on railway or road networks, electricity supply interruptions, court orders or orders from public authorities, EU or other international organizations, including restrictive measures and sanctions such as import/export restrictions, embargoes, and financial sanctions.

9. Order Refusal, Suspension, Express Termination Clause

9.1 SPS reserves the right to not accept an Order, or to terminate it, pursuant to Art. 1456 of the Italian Civil Code, without the need for any formal notice of default:

• if the other Party applies for or is admitted to insolvency proceedings or is in financial conditions that do not guarantee the proper fulfillment of obligations under the Order;
• in case of non-payment or late payment by the Client of fees and/or other amounts due under Art. 7 for an aggregate amount exceeding €200, or for 2 (two) consecutive invoices, regardless of their amount;
• breach by the Client of the declarations and obligations set forth in Art. 2.2.

9.2 Without prejudice to any other remedy provided by law and this Contract, in case of non-payment by the Client of fees due, as well as in case of breach by the Client of the declarations and obligations under Art. 2.2, SPS shall have the right to suspend the Service, pursuant to Art. 1460 of the Italian Civil Code.

10. Personal Data Protection

The privacy form can be found on the SPS website www.spsfulfillment.com. The Client is required to review the form before completing the purchase.

11. Governing Law and Jurisdiction

11.1 These GTC, Orders, and Services, including aspects relating to relationships with Customers, are governed by Italian law, excluding conflict of law rules. The application of the Vienna Convention on the International Sale of Goods is excluded.

11.2 For any dispute relating to the interpretation or execution of these GTC, Orders, and/or related Services, including regarding relationships with Customers, the Court of Milan shall have exclusive jurisdiction.

12. Communications

12.1 Any notice, notification, request, or communication from one party to the other must be made in writing and sent via certified email (PEC) as follows:

Each Party shall inform the other Party in case of any change to the above PEC addresses, specifying the effective date of the new address.

12.2 For operational communications regarding Orders and the performance of Services, they shall be made in writing via email to the contact persons’ addresses indicated in the Order as confirmed by SPS.