Terms and conditions En Primeur

Terms and conditions En Primeur
Customers who purchase the products offered on Tannico.it website (hereinafter also only "Site" or "Tannico") and on the related Application (hereinafter also only the "Application" or "App" or similar terms) declare that they know and accept these Terms and Conditions of sale, together with the Privacy Policy which is an integral part of them.

Owner of Tannico
Tannico SpA
Corso Garibaldi, 86 20121 Milano, Italia
Camera di commercio of Milano
Share capital:156.037,42 i.v.
VAT number: IT07344570960
Owner contact email info@tannico.it

Information on en primeur sales
Thanks to the relationships with the main wine merchants of Bordeaux - who are in direct contact with local producers - Tannico is able to offer its customers the opportunity to purchase a certain quantity of wine en primeur.
The sale of en primeur wines, also known as Futures, especially widespread in the Bordeaux area, is a particular type of wine sale according to which the Customer orders a certain quantity of wine when it is still aging, in tank or barrel, and then receives it only 24 months later, once it is aged and ready to be bottled. This sale in advance allows customers not only to guarantee the availability of fine wines in time, but also to purchase them at a lower and more advantageous price than the one at which they will be sold once bottled and put on the market. In addition, if the vintage were to be particularly valuable, the value of the wine would undergo an increase and the buyer would receive a higher economic advantage.

Introduction

1.1. This document
This document constitutes a legal agreement between you, as a Customer, and the company that manages Tannico and governs your use of the Tannico website and application.

1.2 Definitions
"Terms and Conditions of Sale" or "General Conditions of Sale" or "Terms" means the terms that govern the sale of products on the site, subject to change, which must be carefully checked before proceeding with their acceptance and consequent purchase. It is hereby specified that any changes are enforceable only starting from their publication and are not applicable to contracts already stipulated;
"Contract" means the remote contract entered into on the Tannico Website or Application which has as its object the sale of products and whose methods are governed by the Terms and Conditions of Sale;
"Customer", "You", "Your" and similar terms, both in the singular and in the plural form, refer to the subject, natural or legal person, who makes the purchase, accepting the general conditions of sale pursuant to art. 3 lett. a) of the Consumer Code (Legislative Decree 206/2005); "Consumer": means "the natural person who acts for purposes unrelated to any business or professional activity carried out" (Article 3 paragraph 1 letter a) of Legislative Decree 206/2005);
"Owner" "We", "Our" and similar terms: refer to the Owner who owns and manages Tannico; “Sale of wines en primeur” means the sale of quantities of wine in the refinement phase with delivery to be made at least 30 days after the conclusion of the contract, once the ageing has occurred;
"Consumer Code": means the Legislative Decree no. 206 of 2005 and ss. m. which constitutes the regulatory complex on consumer rights;
"Right of withdrawal" or "Withdrawal" means the possibility of renouncing the purchase and therefore withdrawing from the contract. Art. 59 lett. g) of the Consumer Code excludes the right of withdrawal for those contracts that provide for the supply of alcoholic beverages, the price of which has been agreed at the time of the conclusion of the sales contract, whose delivery can only take place after thirty days and whose value actual depends on fluctuations in the market which cannot be controlled by the trader;
"Application" or "App" or "Tannico" refers to the digital infrastructure through which the Owner connects its systems and exposes them to Customers through simplified and integrated interfaces in order to provide their products;
"Website" or "site" or "Tannico.it" refers to the set of related web pages that reside, through hosting, on a web server, reachable by the Customer through a common search engine and / or a web address through the use of web browsers;
"Service": the service offered by Tannico as described by these Terms;
"Account" indicates the set of Customer identification data that allow access to the Tannico website and App;
“Merchant”, both in the singular and in the plural form, indicates the Bordeaux wine negociant who buys en primeur quantities of wines directly from local producers and then resells them to companies such as Tannico;
"Producer", both in the singular and in the plural, indicates the local wine producer who proceeds to the sale en primeur and to the subsequent bottling and delivery of the ordered goods when the wine is ready.

1.3 Changes to these Terms
The Owner reserves the right to make changes to these Terms at any time, by notifying them within the website and the Application itself.
For this reason, customers are invited to consult the most updated version of the Terms and Conditions before use.
The applicable Terms and Conditions are those in effect at the time of Customer registration.
The Customer who continues to use Tannico after the publication of the changes accepts the new Terms without reserve.

1.4. Acceptance of the Agreement
In order to use Tannico, you must carefully read and accept these Terms and Conditions by clicking on the specific acceptance button and the Privacy Policy which is an integral part of them.
If you do not accept these Terms you will not be able to use the Service and purchase products on the Tannico.it website or on the App.
By accepting these conditions of sale, the Customer confirms that they are aware of the peculiarities deriving from the purchase of en primeur wines.

Registration, Tannico content and prohibited use

2.1 Registration
In order to use the Service or any part of it, Customers must register by providing, in a truthful and complete manner, all the data requested in the registration form and fully accept the privacy policy and these Terms and Conditions of sale.
The Customer has the duty to guard and keep his access credentials confidential.
During the registration phase, the Customer is prohibited from using false or invented data and/or made up names.
It is understood that in no case can the Data Controller be held responsible in the event of loss, dissemination, theft or unauthorised use by third parties, for any reason whatsoever, of the access credentials of the Customers.

2.2 Cancellation and account closure
Registered Customers can deactivate their accounts, request their cancellation or stop using the Service at any time, through the Tannico interface or by contacting the Owner directly. The Owner, in case of violation of these Terms, reserves the right to suspend or close the Customer's account at any time and without notice.
The Owner reserves the right to suspend or cancel the Customer's account at any time and without notice if they believe that:

• The Client has violated the Agreement; and/or
• Access or use of the Service could cause damage to the Owner, to other Customers or to third parties; and/or
• The use of Tannico by the Customer may result in a violation of the law or applicable regulations; and/or
• In the event of investigations conducted as a result of legal actions or for the involvement of the public authority; and/or
• The account is considered by the Owner, at their sole discretion and for any reason, inappropriate or offensive or in violation of the Agreement or not in line with the standards of the Owner.

2.3 Contents available on Tannico
The content available on Tannico is protected by the law on copyright and by other international laws and treaties aimed at protecting intellectual property rights and, unless otherwise specified, its use is allowed to Customers only within the limits specified in this clause.
The Owner grants the Customer, for the entire duration of the Contract, a personal, non-transferable and non-exclusive licence, for exclusive personal and never commercial purposes and limited to the device used by the Customer for the use of such content.
Therefore, it is expressly forbidden for the Customer to copy and/or download and/or share (except within the limits illustrated below), modify, publish, transmit, sell, sub-license, process, transfer/assign to third parties or create derivative works in any way from the content, including third parties, available on Tannico, nor allow third parties to do so through the Customer or his device, even without his knowledge.
Where expressly indicated on Tannico, the Customer, for mere personal use, may be authorised to download and/or copy and/or share some contents made available on Tannico, provided that they faithfully reproduce all the copyright indications and other information provided by the Holder.

2.4 Content Provided by Third Parties
The Owner does not carry out any preventive moderation on the contents or links provided by third parties shown on Tannico. The Owner is not responsible for such contents and their accessibility.

2.5 Content provided by the Customer
Customers are responsible for their own and third-party content that they share on Tannico, by uploading them, inserting content or in any other way. Customers release the Owner from liability in relation to the illegal dissemination of third party content or the use of Tannico, in ways that are contrary to the law.
The Owner does not carry out any type of moderation of the content published by the Customer or by third parties, but undertakes to intervene in the face of reports from Customers or orders issued by public authorities in relation to content deemed offensive or illegal.
In particular, the Owner may suspend or interrupt the display of the contents in the event that:

• complaints from other Customers are received;
• receives a report of infringement of intellectual property rights;
• believes it must do so in anticipation of, or as a result of, legal action;
• such action is required by public authorities; or
• believes that this content, remaining accessible through Tannico, could put Users, third parties, the availability of the Service and / or the Owner himself at risk.

2.6 Rights on Content Provided by Customers
The only rights granted to the Owner in relation to the content provided by the Customers are those necessary for the functioning and maintenance of Tannico.
Unless otherwise established, by sending, publishing or viewing content on or through Tannico, the Customer grants the Owner and other Customers a licence without territorial limits, non-exclusive, free and with the right to sublicense, for use, copying, reproduction, processing, adaptation, modification, publication, transmission, display and distribution of such content with any media or distribution method currently available or developed thereafter.

2.7 Services Provided by Third Parties
Customers can use services or content included in Tannico provided by third parties, but they must first have read the terms and conditions of such third parties and have accepted them. Under no circumstances can the Owner be held responsible in relation to the correct functioning or availability, or both, of services provided by third parties.

2.8 Unauthorised Use
The Service must be used as established in the Terms.
Customers cannot:

• reverse engineer, decompile, disassemble, modify or create derivative works based on Tannico or any portion of it;
• bypass the computer systems used by Tannico or its licensors to protect the content accessible through it;
• copy, store, modify, change, prepare derivative works or alter in any way any of the contents provided by Tannico;
• use any robot, spider, search application and/or site retrieval, or any other device, process or automatic means to access, retrieve, scrape or index any portion of Tannico or its contents;
• rent, lease or sublicense Tannico;
• defame, offend, harass, engage in threatening practices, threaten or otherwise violate the rights of others;
• disseminate or post illegal, obscene, illegitimate, defamatory or inappropriate content;
• illegally appropriating the account in use with another Customer;
• register or use the Service in order to approach Customers to promote, sell or advertise products or services of any kind through Tannico in any way;
• use Tannico in any other improper way such as to violate the Terms.

Conditions of sale en primeur

3.1 Purchase procedure
After having previously informed oneself about the characteristics and types of wine offered en primeur, the Customer proceeds to order the desired quantity of wine. Once registered and created an Account - if they have not already done so - the Customer selects the wine they are interested in and the quantity they intend to buy, then they carry out the purchase procedure until completion.
At the time of the order, the Customer will be asked to indicate the payment details as well as the shipping address where the wine will be delivered once it is available.
The total price including VAT will be indicated for each type of wine.
The customer who wishes to proceed with the purchase must therefore select how much he wishes to purchase and complete the check-out, after carefully checking the information contained in the order summary. The order is placed by confirming it and is subject to the payment of the price as a down payment and the shipping and payment costs indicated in the Order Summary form.
Each order sent constitutes an offer to purchase the products. Upon completion of the purchase procedure, the Customer will receive an e-mail with the Order Processing Receipt which acts as an order confirmation.
Orders are subject to availability and the owner's discretionary acceptance. From the moment of receipt of this e-mail, the wine will therefore be ordered and booked. The conclusion of the Contract takes place at the time the Order Confirmation is sent by the Owner to the e-mail address provided by the Customer. The Owner reserves the right not to confirm an order, communicating to the Customer within 5 (five) working days of placing the order, at the e-mail address associated with his purchase, of any unavailability of one or more of the products. purchased. In this case, the Holder will refund the Customer of the amount already paid.

3.2 Price
Tannico specifies that the price of the quantity of wine is determined on the basis of price lists previously communicated by the Bordeaux wine merchants.
The price indicated on the website is inclusive of VAT but does not include shipping costs, which will be calculated only at checkout.

3.3 Shipping costs
Shipping costs may vary depending on the 1) quantity of wine purchased, 2) the country in which the delivery of the goods is requested. The countries in which it is possible to buy en primeur products from Tannico are Italy, Switzerland, Germany and the United Kingdom. .

3.4 Methods of payment
Tannico uses third-party tools for processing payments and does not in any way enter into contact with provided payment data - such as those relating to credit cards. Any costs for managing payments from the Customer that are not accepted will be charged to the Customer.

3.5 Prior authorization for future payments via PayPal
In case of payment via PayPal account, during the purchase, Tannico will memorise an identification code linked to the Customer's PayPal account, which authorises Tannico to an exclusive use linked to future purchases.
It is possible to revoke the above authorization at any time, through the Tannico interface or by contacting the Owner directly.

3.6 Specific provisions regarding the purchase of en Primeur wines
The Client understands and accepts that:

• The available quantity of wine shown on the website is reported on the basis of what is indicated by the Merchants as the quantity of wine made available by them to be purchased
• The Customer understands and accepts that this availability may vary on the basis of unforeseeable circumstances at the time the order is placed by the Customer and therefore independent of Tannico's will. By way of non-exhaustive example, this could happen if the wine were to deteriorate due to circumstances beyond the control of Tannico and therefore in the absence of any responsibility for this;
• The price of the wine is determined according to the agreements between Tannico and the Bordeaux Merchants.
• Local producers are the only ones who have the right to decide when the wine is considered ready, the date of bottling and the amount of wine available. Consequently, in accordance with the provisions of the limitation of liability clause, Tannico cannot be held responsible for any consequence deriving from such choices;
• The value of the wine may undergo changes since this depends on market fluctuations that cannot be controlled by the Owner.

4.1 Delivery of the wine ordered en primeur
Once Tannico becomes aware, by the Merchant, of the completion of the ageing process and subsequent bottling, the wine will be ready to be shipped.

4.2 Delivery
Deliveries are made during normal business hours to the address indicated by the Customer and in the manner specified in the order summary. Upon delivery, the Customer must check the content by specifying any anomalies in the delivery form.
In case of failure to collect within the deadline set by the carrier, the products will be returned to the Owner, who will refund the price of the products, but not the shipping cost. The Owner cannot be held responsible for errors in delivery due to inaccuracies or incompleteness of the information indicated by the Customer regarding the shipment, for any damage that may have occurred to the Products after delivery to the carrier or for delays in delivery attributable to the latter.
The Owner cannot be held responsible for damages suffered by the Customer due to delays in delivery that are not dependent on circumstances foreseeable by the parties at the time of sending the Order Confirmation.
In the event that the Owner realises that they are not able to respect the delivery times, he will notify the Customer of the delay by e-mail. In this case, the Customer can choose whether to a) change the product, b) wait for the product beyond the agreed time, c) cancel the order with consequent refund of any amount already paid.
If the Customer intends to make complaints, he can direct them to the e-mail address of the Owner indicated in this document, including a brief description and, if applicable, the details of the order, purchase or account concerned. The Data Controller will process the request without undue delay and within 20 days of its receipt.

4.3 Product Availability
The prices, descriptions or availability of the products displayed are subject to change without notice.
The photos inserted are indicative and may not constitute an exact representation of the products. The Owner will do their best to present the characteristics of the products with the greatest degree of detail possible on Tannico within each sheet corresponding to the product viewed by the Customer. However, the images and colours of the products offered for sale on Tannico may differ from the real ones due to multiple factors including, but not limited to, the Client's terminal monitor, photographic filters, etc. Therefore, the Customer acknowledges and accepts that any such minor differences do not constitute a lack of conformity of the products.

Right of withdrawal and guarantee

5.1 Exclusion of the right of withdrawal
Once the purchase has been made, in accordance with the provisions of the Consumer Code, the Customer will not have the right to withdraw from the Contract.
In fact, pursuant to art. 59 lett. g) the right of withdrawal is considered excluded for those contracts that provide for the supply of alcoholic beverages, the price of which has been agreed upon at the time of the conclusion of the sales contract, whose delivery can only take place after thirty days and whose actual value depends from fluctuations in the market that cannot be controlled by the trader.

5.2 Guarantee
The Customer who purchases as a Consumer has the right to guarantee the conformity of the products and services purchased within 24 months of purchase.
To exercise the right of guarantee, the Customer is required to contact the Data Controller at the contact information contained in this document, giving a description of the flaw found.
If the flaw of the goods should appear within one year from the time of purchase, it is assumed that this flaw already existed at the time of delivery of the goods. Consequently, the Consumer in this case does not have the burden of proving the lack of conformity. Therefore, it will therefore be up to the Owner to provide any evidence to the contrary.
The direct action to assert the flaws not intentionally concealed by Tannico is prescribed, in any case, within 26 (twenty-six) months from the delivery of the goods. The Consumer who has agreed to execute the contract can always rely on the remedies set out in these Terms.
The Consumer does not have the right to terminate the contract if the lack of conformity is only minor. The burden of proof of the slight extent of the flaw is borne by the Owner.
The Customer confirms and accepts that there is no lack of conformity if, at the time of the conclusion of the Contract, he has been specifically informed by the Owner of the fact that a particular characteristic of the asset deviated from the objective requirements of conformity and the Customer has expressly and separately accepted such deviation at the time of conclusion of the Contract.
The Consumer may refuse to pay any part of the price until the seller has fulfilled the obligations set out in this chapter.

5.2.a Remedies
In case of lack of conformity of the product, the Customer has the right to obtain, at his choice:

• Product replacement;
• The proportional reduction of the price;
• Termination of the contract.
The consumer also has the right to a proportional reduction in the price or termination of the contract in the event that:
• The Owner has refused to replace the asset;
• The lack of conformity is so serious as to justify the immediate price reduction or termination of the Contract;
• the Owner has declared or it is clear from the circumstances that he will not proceed to restore the conformity of the goods within a reasonable period or without significant inconvenience to the Consumer.

The price reduction is proportional to the decrease in value of the goods received by the Consumer compared to the value it would have had if it had been compliant.
The Consumer exercises the right to terminate the Contract by means of a declaration addressed to the seller containing the manifestation of the will to terminate the Contract.
If the lack of conformity concerns only some of the goods delivered pursuant to the Sales Agreement and there is a cause for termination of the Agreement, the Consumer may terminate the Agreement limited to the non-compliant goods with those purchased together with the non-compliant goods, if it is not reasonably presumed the existence of an interest of the Consumer to keep in his own availability the goods not affected by flaws. If the Consumer terminates the Contract entirely or limited to some of the goods delivered under the Contract a) the consumer returns the goods to Tannico at the latter's expense, and b) Tannico reimburses the Consumer the price paid for the goods upon receipt of the goods or proof provided by the Consumer regarding the fact that he has returned or shipped the goods.
The Customer must send the purchased products to the address indicated in these Terms. Shipping costs are considered to be borne by Tannico. Tannico, upon receipt, reserves the right to accept the Customer's request by verifying the existence of the reasons indicated by the latter. In case of validity of the request, Tannico will replace the product at its own expense.

Indemnification and Limitation of Liability

6.1 Indemnity
The Customer undertakes to indemnify the Owner (as well as any companies controlled or affiliated by the same, its representatives, administrators, agents, licensees, partners and employees), from any obligation or liability, including any legal costs incurred to defend themselves in judgement, which should arise in the face of damages caused to other Customers or third parties, in relation to the content uploaded online, to the violation of the law or of these Terms and Conditions of sale.

6.2 Default by Tannico
If Tannico cannot proceed with the delivery of the goods due to the lack of availability of what is ordered, they undertake to offer the Customer a type of wine similar to the one originally chosen. The customer can decide whether to accept or refuse the receipt of the goods offered to replace the unavailable one. If the Customer refuses, the Contract is considered terminated by law and Tannico will be required to reimburse the Customer the amount paid as a deposit and to reimburse the shipping costs. In the event that the unavailability of the products is not attributable to Tannico, this will have the right of recourse against the person responsible.
If, on the other hand, a smaller quantity of wine is available than the one ordered, Tannico will proceed to a partial refund of the amount already paid but will retain the shipping costs, which may be recalculated in consideration of the decrease in the weight of the goods to be delivered. In the event that the Customer does not authorise the shipment of a smaller quantity of goods than the one ordered, he will have the right to terminate the Contract and request a full refund of the deposit paid and shipping costs.
In addition, in the event that Tannico cannot perform the service for reasons that cannot be ascribed to Tannico, the obligation is considered extinguished as it is impossible, the Contract terminated by law and it will not be possible to request fulfilment by the Customer. In this case, Tannico will be required to reimburse the Customer for all that they have already paid, i.e. the amounts paid as a deposit and the shipping costs.

6.3 Limitation of Liability
Tannico and all the functionalities accessible through the Tannico website and its Application, are made available to Customers, according to the exclusive methods described in these Terms and Conditions, not guaranteeing additional functionality than those provided therein. In particular, no guarantee is provided of the suitability of the services offered for the particular purposes that the Customer aims at.
The use of Tannico and the features accessible through its Site and its Application is carried out by the Customers at their own risk and under their own responsibility.
In particular, the Owner, within the limits of applicable law, is liable for damages of a contractual and extra-contractual nature towards Customers and third parties exclusively by way of willful misconduct or gross negligence when these constitute an immediate and direct consequence of Tannico's business. Therefore, the Owner will not be responsible for:

• any losses that are not a direct consequence of the breach of the Contract by the Owner;
• any loss of commercial opportunity and any other loss, even indirect, possibly suffered by the Customer (such as, but not limited to, commercial losses, loss of revenues, revenues, profits or presumed savings, loss of contracts or commercial relationships, loss reputation or worth goodwill re etc.);
• damages or losses deriving from interruptions or malfunctions of Tannico due to events of force majeure or, in any case, to unforeseen and unforeseeable events and, in any case, independent of the will and unrelated to the control of the Owner such as, by way of example and not limited to, failures or interruptions to telephone or electrical lines, to the Internet and/or in any case to other transmission tools, unavailability of websites, strikes, natural events, viruses and computer attacks, interruptions in the supply of third-party products, services or applications; and
• incorrect or unsuitable use of Tannico by customers or third parties.

Common provisions

7.1. Interruption of the Service
To ensure customers the best possible use of the Service, the Owner reserves the right to interrupt the Service for maintenance or system updates, informing Customers through constant updates on Tannico website

7.2 Resale of the Service
Customers are not authorized to reproduce, duplicate, copy, sell, resell or exploit any portion of Tannico and its Services without the prior written permission of the Owner, granted either directly or through a specific resale program.
The Owner could tolerate forms of resale carried out on a personal (one by one) and limited basis; any form of mass resale is expressly excluded.

7.3 Privacy policy
For information on the use of personal data, Customers must refer to Tannico's privacy policy, which is considered part of these Terms.

7.4 Intellectual Property Rights
All trademarks of the Application, figurative or nominative, and all other signs, commercial names, service marks, word marks, commercial names, illustrations, images, logos that appear concerning Tannico are and remain the exclusive property of the Owner or its licensees and are protected by current trademark laws and related international treaties.
All trademarks and all other signs, trade names, service marks, word marks, trade names, illustrations, images, logos concerning third parties and the contents published by such third parties on Tannico are and remain the exclusive property or in the availability of said third parties and their licensors and are protected by applicable trademark laws and related international treaties. The Owner does not own the ownership of these intellectual property rights and can use them only within the limits and in compliance with the contracts concluded with such third parties and for the purposes outlined therein.

7.5 Age Requirements
Customers declare to be of legal age according to the legislation applicable to them. Under no circumstances may children under 13 (thirteen) years use Tannico.

7.6 Conditions for receiving deliveries
Furthermore, the Customer who makes the purchase through Tannico declares and guarantees that whoever will receive the shipment of the purchased products is of legal age according to the legislation applicable to the latter.

7.7 Changes to these Terms
The Owner reserves the right to make changes to the Terms at any time, giving notice to the Customer through its publication within Tannico.
The Customer who continues to use Tannico after the publication of the changes accepts the new Terms without reserve.

7.8 Transfer of the contract
The Owner reserves the right to transfer, assign, arrange by novation or subcontract all or some of the rights or obligations deriving from the Terms, provided that the rights of the Customer provided for herein are not affected.
The Customer may not assign or transfer in any way their rights or obligations under the Terms without the written authorization of the Owner.

7.9 Communications and complaints
All communications relating to Tannico must be sent using the contact information indicated in the Contract.
The Customer can direct their complaints to the e-mail address of the Owner indicated in this document, including a brief description and, if applicable, the details of the order, purchase or account concerned.
The Data Controller will process the request without undue delay and within 20 days of its receipt.

7.10 Ineffectiveness and partial nullity
Should any clause of the Terms prove to be null, invalid or ineffective, the aforementioned clause will be eliminated while the remaining clauses will not be affected by this and will remain fully effective.

8 Applicable law and competent court
These Terms and all disputes regarding the execution, interpretation and validity of this contract are subject to the law, the jurisdiction of the State and the exclusive jurisdiction of the court of the place where the Data Controller has its registered office.
The exclusive forum of the consumer is an exception, if the law provides for it.

9 Dispute Resolution
Consumers residing in Europe must be aware that the European Commission has set up an online platform that provides an alternative dispute resolution tool. This tool can be used by the European consumer to resolve in a non-judicial way any dispute relating to and / or deriving from contracts for the sale of goods and services entered into online. Consequently, if you are a European consumer, you can use this platform for the resolution of any dispute arising from the online contract entered into with the owner.
The platform is available at the following link:
https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN

The Data Controller is available to answer any question sent by email to the email address published in this document.