TABLE OF CONTENTS

1. Definitions
2. Subject Matter
3. Execution of the Sale and Purchase Agreements
4. Availability of the Products
5. Price and shipping costs; taxes and duty
6. Placement of Orders
7. Payment methods
8. Shipping and delivery of Products
9. Right of withdrawal
10. Defective Product
11. Product Liability
12. Privacy
13. Errors and/or inaccuracies in the Online Store
14. Intellectual Property
15. Applicable law
16. Contacts

1. Definitions

The terms and expressions listed hereunder shall have the meaning indicated below, being understood that terms defined in the singular form are to be considered defined even in the plural form and vice versa.

• Customer means any individual (natural person or legal person) purchasing one or more Products in the Online Store, accepting the General Terms and Conditions.
• Tristate means Tristate International SA, with registered office in Riva Albertolli 1, 6900 Lugano (Switzerland) VAT no. CHE-147.076.577, the company that will carry out the retail of the Products through the Online Store.
• Parties means, jointly, Tristate and the Customers.
• General Terms and Conditions mean these general terms and conditions of sale and any future versions that may be published in the Online Store by Tristate.
• Online Store means the virtual store, managed by Tristate and accessible via the URL https://bespoke.cpcompany.com/, through which it is possible to purchase the Products.
• Sale and Purchase Agreements mean the agreements for the sale and purchase of the Products executed, pursuant to art. 3, between Tristate and the Customers through the Online Store.
• Orders mean the purchase orders of the Products placed by the Customers, in compliance with the General Terms and Conditions and following the procedure set out under art. 6.
• Order Confirmation means the e-mail message by means of which Tristate communicates to the Customers the acceptance of the Orders.
• Price means the sale price of the Products as specified in the Online Store.
• Products mean customizable, limited edition, CP Company branded products sold through the Online Store.
• Profile means the area of the Online Store where Customers can, after authentication: (i) choose the customization to be applied to the Product that they intend to purchase; (ii) place the Order; (iii) review and modify their personal data and addresses where the ordered Products must be shipped and delivered; (iv) view previous Orders; and (v) access any other specific functions relating to their activity in the Online Store.

2. Subject Matter
   • The General Terms and Conditions apply to all the Sale and Purchase Agreements and form an essential part thereof.
   • Tristate reserves the right to modify the General Terms and Conditions at any time, being understood that the version of the General Terms and Conditions to be applied to the Sale and Purchase Agreements shall be the one published in the Online Store at the time the Orders are placed by the Customers.

2.3    In case of conflict between the General Terms and Conditions and other possible terms and conditions applicable to the Sale and Purchase Agreements published in the Online Store, the terms and conditions more favourable to Customers shall apply.

3. Execution of the Sale and Purchase Agreements

3.1    The Customer must register on the Online Store by entering all the required data and choosing a password. Subsequently, the Customer will be able to access their Profile, where they must first choose the colour of the Products they are willing to purchase and the size and model of the same. The customized choice of the colour will be possible by accessing a specific link.

3.2    Tristate, having received the request for customization of the Product by the Customer, shall carry out a dye test of the chosen colour at its own expense ("Lab-Dip") and shall send such test to the address specified by the Customer within the next 5 working days.

3.3    If the Customer wishes to accept the customized Product according to the colour test received, they will place their Order, thus confirming the chosen customized Product. Tristate undertakes to send to the Customers an Order Confirmation within 2 working days from receipt of the Orders placed by the Customers.

3.4    The Sale and Purchase Agreements are deemed entered into between the Parties at the time the Customers receive the Order Confirmation. Should the Customers not receive the Order Confirmation within the term under art. 3.1, the relevant Order shall be deemed as rejected by Tristate and, therefore, with no effect.

3.5    By placing the Orders, Customers declare to have read all the instructions, which refer to the methods of purchase of the Products pursuant to art. 6 and declare to have fully accepted the General Terms and Conditions, as well as to have read all the additional information available on the Online Store, including the information accessible through links.

3.6    The Orders will be recorded in the database of the Online Store, in accordance with the provisions of the applicable data protections laws and such Orders will be accessible by contacting Tristate   as set out under art. 16 or by accessing the Profile.

4. Availability of the Products

4.1    For each Product published in the Online Store, Tristate specifies:

(i)     the quantity available in stock;

(ii)    whether the Product is no longer available at its warehouses;

(iii)   whether it is available “on demand”.

4.2    The type of Products published in the Online Store and their availability may vary at any time without implying any liability for Tristate towards its Customers, since they are limited edition Products.

4.3    Products indicated as "not available" pursuant to art. 4.1 (ii) may not be ordered by Customers. Should a Product, indicated as available at the time the Order was placed by a Customer, no longer be available, Tristate undertakes to inform such Customer via email on the expected time(s) when the order Product(s) is/are expected to be available again. The Customer is entitled to withdraw the Order within 48 hours from receipt of the above communication sent by Tristate by sending an e-mail message to the address specified in art. 16. In such case Tristate undertakes to promptly refund the Price.

4.4    Should a Product bear the indication available "on demand", this means that such Product is currently not available at Tristate’s warehouses but that it will be Tristate's responsibility to order it from the central warehouses of [●]after the Order is placed by the Customer.

5. Price and shipping costs; taxes and duty

5.1    The Price is in € (euros). The applicable Price is the one published in the Online Store at the time the Orders are placed by the Customers.

5.2    The Price is inclusive of VAT (22%) if the Products are shipped by Tristate and delivered within the European Union. If the Products are shipped by Tristate and delivered outside the European Union, the Price does not include VAT.

5.3    The Price does not include shipping costs. Tristate reserves the right to request that Customers bear part of the shipping costs, which may vary depending on the type of delivery, the quantity of Products to be delivered, and their volume, weight and destination.

5.4    The part of the shipping costs to be borne by the Customers is indicated, separately from the Price, before the Order is placed by the Customers and shall be paid by the Customers jointly with - and at the same time as - the Price, according to art . 7.

• Any possible taxes, levies, duties and other charges provided for by the laws of the States where the Products are shipped to and delivered shall be borne entirely by the Customers, and shall be paid by the Customers upon delivery of the Products directly to the relevant tax or customs authorities or to the courier in charge of the delivery.

6. Placement of the Orders

6.1    After acceptance of the dye test referred to in the previous art. 3, in order to proceed with the placement of the Orders of the selected Products, Customers must access their Profile.

6.2    Customers may purchase the Products by selecting the Product corresponding to the chosen dye test in the shopping cart. If the Customers wish to purchase more than one Product, the procedure above shall be repeated by clicking on "add other products". Once the Products have been chosen, Customers must authenticate themselves by inserting e-mail address and password in the appropriate sections and by clicking on "go to the checkout". Once the data data related to the selected Product(s) and to the "delivery information", Customers must select a payment method, among those provided for byart. 7. Once the payment method is selected, Customers may proceed to place the Orders by clicking on "send". 

7. Methods of Payment

7.1    The Customers may pay the Price and the part of the shipping costs referred to in art. 5 by means of credit card, postal payment slip, PayPal, bank transfer or other means of payment that may be indicated by Tristate in the Online Store. Tristate reserves the right to modify at any time the payment methods available to the Customers, being understood that available methods of payment are those published in the Online Store at the time the Orders are placed by the Customers.

7.2    In case of payment by credit card, Customers will be charged with the Price and with the part of the shipping costs requested by Tristate as indicated under art. 5, once the credit card data is verified and the authorization from the credit card issuer is received, upon the Order Confirmation being sent by Tristate. The credit card data entered during the ordering procedure is protected and is transmitted directly to the bank in charge of the payments. Payment is made on a safe server, with an SSL key in order to ensure the total safety of the transaction. The credit card data is not accessible by Tristate or third parties, neither at the time the Order was placed nor later.

7.3    In case of payment by postal payment slip, Customers shall make the payment to the postal account of Tristate indicated in the Online Store, at any Post Office, indicating in the payment description the Order number (including the initial letters) communicated by Tristate, at the time the Order is placed by the Customers and in the Order Confirmation.

7.4    In case of payment by bank transfer, Customers must make the transfer to the bank account indicated in the Online Store, indicating in the payment description the Order number (including the initial letters) communicated by Tristate at the time the Order is placed by the Customers and in the Order Confirmation.

7.5    In case of payment by PayPal, at the time the Orders are placed by the Customers, the Web session shall be redirected on PayPal's safe website. On such website, the Customers will be able to complete the payment of the Price and the part of the shipping costs requested by Tristate under art. 5 using their own PayPal account and in accordance with PayPal  terms of use, which Customers will have accepted either at the time or previously. The Price and the part of the shipping costs requested by Tristate as indicated in art. 5 shall be charged to the Customer's PayPal account upon the Confirmation Order being sent by Tristate.

7.6    If requested by Customers at the time of placing the Orders, Tristate shall send to the Customers  regular invoices, by e-mail or by post. For the purpose of issuing the invoices, the information provided by the Customers shall be deemed true and correct. No amendment of the invoices shall be possible after invoices are issued by Tristate.

7.7    The information received from Tristate pursuant to this art. 7 shall be solely used for the purpose of completing all relevant procedures related to the sale of the Products and providing customer support pursuant to clause 10 and the applicable statutory provisions.

8. Shipping and delivery of Products

8.1    Being understood that "shipment" of the Products by Tristate means the delivery of the same to the couriers selected from time to time pursuant to art. 8.2, Tristate is not bound to ship the Products until the  payment of the Price is received; once the payment of the Price has been received, Tristate undertakes to ship the Products:

(i)     if the Products are available (as under art. 4):

-        within 15 working days from receipt of the communication authorizing the charge of payment as under art. 7.2 in case of payment by credit card;

-        within 15 working days from the time the confirmation of the payment is made available to Tristate in case of payment by methods different from credit card;

(ii)    should one or more Products become unavailable (as under art. 4.3), within 15 working days from the time such Product(s) are once again available at Tristate’s warehouses, save for the Customer's right to withdraw the Order pursuant to art. 4.3;

(iii)   in case of Products "on demand” (as defined under art. 4.4), within 15 working days from the time such Products are available at Tristate’s warehouses;

8.2    Tristate guarantees the shipment of the Products, to the countries indicated in the Online Store, by express couriers selected from time to time depending on the Product object of the Order and on the country of destination. The Products are shipped by Tristate, and delivered by the courier selected by Tristate, to the address indicated by the Customers at the time of registration as under art. 6.1, or to a different address indicated at the time the Order is placed.

8.3    Tristate undertakes to use its best efforts to ensure that the Products shipped pursuant to articles 8.1 and 8.2 shall be delivered by the selected couriers:

-       within 48 hours from the date of shipment, if the country of destination is Italy;

-       within 10 days from the date of shipment, in case of any countries of the destination different from Italy.

8.4    The delivery terms under art. 8.3 may not, under any circumstance, be considered binding as Tristate is unable to directly monitor the deliveries of the Products after their shipment, therefore, Tristate cannot be held liable in case of breach, on the couriers’ side, of the delivery terms.  

8.5    In order to allow the Customers to monitor the progress of the Orders, Tristate shall issue an Order number which, once entered into the section "My orders” - accessible from all the pages of the Online Store - allows to verify all information related to the Orders.

8.6    The Customers may also check the progress of the Orders utilizing the online "Order Tracking” function provided by the courier selected by Tristate for the delivery. Such check is available to the Customers only after the shipment of the Products and by utilizing the tracking data communicated by Tristate via e-mail or by accessing the Profile.

8.7    The Customers, or other parties authorized by the Customers who will be at the address indicated in the Order Confirmation at the time of delivery of the Products, are required to check that:

         (i)     the Products correspond to the content of the courier's delivery slip (Documento di trasporto) both as regards to the quantity and type;

         (ii)    the packaging of the Products is intact, undamaged, not wet or otherwise altered, including the securing materials.

8.8    Any damage to the parcel/packaging of the Products must be immediately claimed by the Customers by stating in writing “control reserved” on the courier’s slip acknowledging delivery. It is understood that, once the courier's slip is signed without any claim, the Customers will not be entitled to claim any external defect of the delivered Products.

8.9    The Products may be delivered by couriers only to the Customers or to the third parties authorized by the Customers; the party to which the Products are delivered shall sign to certify the delivery. Couriers do not deliver to Post Offices’ box numbers nor by inserting the Products in letterboxes or similar.

9. Right of withdrawal

9.1    Tristate informs its Customers that, in light of the particular characteristics of the Products, which are made at the request of each Customer and which have customized features, the right of withdrawal is excluded pursuant to art. 59, paragraph 1, letter c) of Decree Law 206/2005 (Consumer Code).

10. Defective Products

10.1If the Products bear a warranty from the manufacturer (commercial/special warranty), any defects shall be reported by the Customers directly to the manufacturer according to the procedures and conditions indicated in the warranty.

10.2“Consumer“ Customers (i.e. natural persons acting for purposes unrelated to entrepreneurial, commercial, artisanal or professional activities) have consumer rights as set forth in art. 130 of the Consumer Code; these rights must be exercised under the conditions set forth in art. 132 of the same Legislative Decree no. 206/05 as explained below under articles 10.3 - 10.5.  

10.3In the event that defects are found in the Products, pursuant to these General Terms and Conditions, the Consumer Customer may contact Tristate within 2 months, according to the procedures indicated in these General Terms and Conditions and request Tristate to repair or replace the Defective Product. The choice between repair or replacement shall be up to the Customer, except in cases where the selected remedy is objectively impossible or excessively expensive compared to the other.

10.4Tristate undertakes to use its best efforts to carry out the required repairs  and replacements within a reasonable period from receipt of the Customer's request. Tristate invites the Customer to describe in the most detailed way possible the nature of the defect or non-conformity found and, if possible, to send copies of the Order documents or to indicate the Order number, the Customer number and any other data useful for the correct identification of the complaint.

10.5Where (i) the requested repair or replacement is impossible or excessively expensive, or (ii) has not occurred within a reasonable period, or (iii) has caused significant difficulties to the Customer, the latter may request a reasonable reduction of the Price or termination of the Sale and Purchase Agreement. However, it will not be possible to terminate the Sale and Purchase Agreement for minor defects, with respect to which it is not possible or it is excessively expensive to proceed with the repair or replacement of the concerned Products.  

10.6 For non-consumer Customers, in case of defects and/or flaws of the Products, the warranty provided by law shall apply and the Customers shall report the same to Tristate within and no later than 30 days from their discovery, indicating the Product code, the Order number, the Order Confirmation number and the invoice number.

10.7 Upon receipt of a regular defects report, Tristate may, at its sole discretion, provide for the repair or replacement of the Product.

10.8 The warranty is not valid if the defects and/or flaws of the Products are caused by the incorrect use and/or storage of the same by the Customers or by modifications made by the latter without the authorisation of Tristate.

11. Product Liability

         The manufacturer of the Products shall be liable for any damage caused by defects in the Products.

12. Privacy

         Tristate undertakes and guarantees that Customers’ personal data shall be processed in accordance with the provisions set out under Reg. EU 679/2016 ("GDPR"), pursuant to the Privacy Policy provided to Customers at the time of registration of their Profile.

13. Errors and/or inaccuracies in the Online Store

13.1Tristate undertakes to constantly check the Online Store in order to avoid errors or inaccuracies. However, it is possible that the Online Store ontains, or might contain, errors, inaccuracies or oversights from time to time.

13.2Tristate, therefore, has the right to amend any errors, inaccuracies or oversights contained in the Online Store including after an Order has been placed as well as the right to modify or update the information at any time without any prior notice to the Customers.

14. Intellectual Property

All intellectual property rights connected to the Online Store (including its contents) are the exclusive property of Tristate. The Online Store and its contents shall not be reproduced partially or entirely, transferred by electronic or conventional means, modified, linked to or used in any way without the prior written consent of Tristate.

15. Applicable law

15.1The General Terms and Conditions and the Sale and Purchase Agreements are governed by Italian law (and in particular by Legislative Decree 206 of 06/09/2005 – which, in art. 46 to 67, regulates distance contracts – and by Legislative Decree 70 of 09/04/2003 on electronic commerce) and shall be interpreted accordingly.

15.2For any dispute that may arise in connection with the General Terms and Conditions and/or the Sale and Purchase Agreements, the Courts of Turin shall have exclusive jurisdiction, with the exception of "consumer” Customers (as defined in art. 10.2) that may initiate an ADR procedure of dispute resolution in accordance with the requirements set forth in art. 141 et seq. of Legislative Decree 206 of 06/09/2005. In the event that the Customer initiates the aforementioned procedure, Tristate guarantees its participation in any attempt to reach an amicable settlement, which users may initiate via RisolviOnline, an independent and institutional service provided by the Chamber of Arbitration of the Milan Chamber of Commerce.

15.3The consumer Customers have also the right to initiate an onlinedispute resolution procedure available on http://ec.europa.eu/consumers/odr/

16. Contacts

         For further information and assistance on the Online Store and/or on the methods of purchase on the Online Store, and/or on the Sale and Purchase Agreements, the Customers may contact Tristate at the following e-mail address: bespoke@cpcompany.com, or by letter to the address below:

Tristate International SA
Via Canova, 9
6900 LUGANO (CH)