Terms of service

Premises and General Information

This document governs the general terms and conditions of sale (hereinafter the “Terms” or “T&C”) applicable to the purchase of products marketed through the website https://uganutraceuticals.com/ (hereinafter the “Website”).

The Website is owned and operated by:

U.G.A. Nutraceuticals S.r.l. – sole shareholder company
Registered office: Via Leonardo Da Vinci 129/C, 06024 Gubbio (PG), Italy
Tax Code and VAT number: 02801680543
Share capital fully paid: EUR 80,000
PEC: uganutraceuticals@legalmail.it
Email: info@uganutraceuticals.com

(hereinafter the “Seller”).

The Seller markets food supplements and nutraceutical products intended exclusively for professional operators (hereinafter the “Products”).

Sales made through the Website are governed by applicable Italian law, with particular reference to the Italian Civil Code and Legislative Decree No. 70 of 9 April 2003 concerning electronic commerce.

These Terms govern all sales carried out through the Website and constitute an integral part of every purchase order.

Service Recipients

The purchase of Products through the Website is reserved exclusively for persons acting in the exercise of their business, commercial, artisanal or professional activity (hereinafter the “Customer”).

Purchases by persons qualifying as consumers under applicable legislation are not permitted. For users who do not act as professionals, the Website serves solely as an informational platform presenting the Products and does not allow purchases.

The Customer declares to act for professional purposes and to possess the legal requirements necessary to enter into binding contracts. The entry of a VAT number during the purchase process constitutes an essential element for qualifying the Customer as a professional entity.

Acceptance of the Terms

The Customer must carefully read these Terms before placing an order through the Website. Submission of an order implies full knowledge and unconditional acceptance of these Terms.

The applicable Terms are those in force on the date the order is submitted.

The Seller reserves the right to modify or update these Terms at any time. Any changes shall become effective from the date of publication on the Website and shall apply exclusively to orders submitted thereafter.

For each confirmed order, the Customer will receive an email containing a summary of the order and a link allowing the Customer to view the applicable Terms and essential supply details.

Subject of the Contract

These Terms regulate the distance sale of Products marketed by the Seller through the Website. The Products consist of food supplements, nutraceutical products and/or other products intended for resale or use within the Customer’s professional activity.

The essential characteristics of the Products are described in the relevant technical and informational sheets available on the Website. Images, descriptions and graphical representations of the Products are purely illustrative and do not constitute binding contractual elements, as Products may present non-substantial variations.

Before submitting an order, the Customer must verify the suitability of the Products for their professional needs and their compliance with the regulations applicable to the Customer’s activity. The Seller shall not be liable for uses inconsistent with the intended purpose or with applicable regulations in the country where the Customer markets the Products.

Contract Formation

The submission of an order by the Customer constitutes an irrevocable contractual proposal pursuant to Article 1329 of the Italian Civil Code, binding the Customer for the period necessary for evaluation by the Seller.

Following submission of the order, the Customer may receive an automatic acknowledgment of receipt. Such communication is purely informative and does not constitute acceptance of the contractual proposal.

The contract shall be considered concluded only when the Customer receives express written acceptance of the order from the Seller.

The Seller reserves the right to accept, reject or modify the order, even partially, at its discretion, subject to communication with the Customer.

Acceptance may be subject to:

  • verification of Product availability

  • verification of the accuracy of the data provided

  • assessment of the Customer’s commercial reliability

If the order is not accepted, the Seller will inform the Customer without any right to compensation.

If payments have already been made, the Seller will refund the amounts received.

Product Availability

Information regarding Product availability on the Website is purely indicative and not binding for the Seller.

Discrepancies between actual warehouse stock and the availability shown on the Website may occur due to system updates, simultaneous access by multiple users, or other technical causes.

The Seller reserves the right not to fulfil, in whole or in part, an order if the Products become temporarily or permanently unavailable due to causes not attributable to the Seller.

In case of unavailability, the Seller may:

  • propose equivalent products

  • agree on a new delivery date

  • cancel the order

In case of cancellation, the Customer will only be entitled to reimbursement of amounts already paid.

Registration and Access to the Reserved Area

Access to purchasing features, prices and commercial conditions is reserved for registered professional users.

Registration must be completed by filling in the form available on the Website.

Applicants must provide accurate and updated data and are responsible for the correctness of the information provided.

Access credentials are personal and non-transferable. The Customer is responsible for their confidentiality.

The Seller reserves the right to suspend or revoke access if professional requirements are no longer met or if these Terms are violated.

Prices and Economic Conditions

Product prices are expressed in euros and exclude VAT unless otherwise specified.

The applicable prices are those in force at the time the order is placed.

The Seller reserves the right to modify prices at any time. Changes will not apply to already accepted orders.

Unless otherwise agreed, prices do not include shipping costs, insurance, special packaging, customs duties or other ancillary costs.

Promotional offers are valid only for the indicated period.

In case of obvious pricing errors on the Website, the Seller reserves the right to cancel the order even after confirmation.

Payment Terms

Submission of an order does not entail immediate payment.

Payment will be requested only after the order has been expressly accepted by the Seller.

Payment methods may include:

  • bank transfer in advance

  • electronic payment systems available on the platform

  • other agreed methods

In case of bank transfer, order processing may depend on receipt of payment.

In case of delayed payment, the Seller may:

  • suspend the order

  • refuse future orders

  • apply statutory late payment interest

  • claim damages.

Shipping and Delivery

Products will be delivered to the address indicated by the Customer using carriers selected by the Seller.

Delivery times are indicative unless otherwise agreed.

The Seller is not responsible for delays caused by factors beyond its control.

Unless otherwise agreed, risk transfers to the Customer when the Products are delivered to the carrier.

The Customer must check the integrity of the packages upon delivery and report any damage immediately.

Exclusion of the Right of Withdrawal

Once the contract has been concluded, the Customer may not withdraw unless otherwise agreed in writing.

Requests for cancellation after order acceptance may be evaluated at the Seller’s discretion.

Warranty

The Seller guarantees that the Products comply with the declared specifications and are free from defects pursuant to Article 1490 of the Italian Civil Code.

Defects must be reported within 8 days of discovery.

If defects are confirmed, the Seller may:

  • replace the products

  • reduce the price

  • terminate the contract for the defective goods.

Indirect damages are excluded unless caused by wilful misconduct or gross negligence.

Intellectual Property Rights

The Website, trademarks and all content related to the Products are owned by the Seller or used under license and are protected by intellectual property laws.

The Customer acquires no rights to these elements.

Any reproduction or use without written authorization is prohibited.

Limitation of Liability

The Seller shall not be liable for delays or non-performance caused by events beyond its reasonable control, including force majeure.

Except in cases of gross negligence or wilful misconduct, the Seller’s total liability shall not exceed the amount paid by the Customer for the disputed Products.

Indirect damages such as loss of profits or business opportunities are excluded.

Applicable Law and Dispute Resolution

These Terms are governed by Italian law.

Any dispute shall first be submitted to mediation before the ADR body “Mediatori del Digitale” of ADR INTESA S.r.l.

If mediation fails, disputes shall fall under the exclusive jurisdiction of the Court of Milan.

Final Clauses

The invalidity of one clause shall not affect the validity of the others.

Failure by the Seller to enforce a right shall not constitute a waiver.

These Terms constitute the entire agreement between the parties.