Standard Sale Terms and Conditions

These Standard Terms and Conditions of sale by Directa Plus S.p.A. (these “Terms and Conditions“), together with the documents referred to herein, state the information relating to Directa Plus S.p.A. (“Directa”), Directa products and the terms and conditions applicable to the same pursuant to Articles 45 and following of Italian Legislative Decree no. 206/2005 (the “Consumers’ Code“) and other legislation insofar as applicable from time to time to the prospective buyer.

  1. Definitions
  1. Face Masks” means the products offered on sale by Directa, as better described in Articles 4 e 13 herein below, on the website www.graphene-plus.com and relative e-shop.
  2. Website” means the website www.graphene-plus.com intended for the sale of Directa Face Masks.
  3. Customer” or “You” means the individual or entity purchasing the Face Masks on the Website, thereby agreeing these Terms and Conditions.
  4. Order” means the order form for the purchase of the Face Masks, to be filled in by the Customer on the Website.
  5. Price” means the sale price of the Face Masks offered on the Website.
  6. Contract” means the distance contract regarding the purchase and sale of the Face Masks under these Terms and Conditions.
  7. Parties” means Directa and the Customer collectively.
  1. Scope
  1. These Terms and Conditions will apply to any Contract entered into by You and Directa for the purchase of Face Masks through the Website.
  2. Customers should carefully read these Terms and Conditions before placing any Order for the purchase of Face Masks on the Website. You will be required to confirm acceptance of these Terms and Conditions before placing any Order for Face Masks. Failing acceptance hereof, You will not be allowed to place an Order for the purchase of Face Masks on the Website.
  3. Directa reserves the right to amend these Terms and Conditions. You are therefore recommended to carefully read these Terms and Conditions whenever You intend to place a new Order for the Face Masks on the Website.
  1. Information on Directa
  1. Directa Plus S.p.A. is a joint stock company duly existing and operating under Italian law, with registered office at Lomazzo (Como, Italy), Via Cavour 2, Tax Code 04783370960, subject to the direction and coordination of Directa Plus plc, Registration No. 04679109, with registered office in London (United Kingdom), St James’s Square, 3rd Floor, 11-12, SW1Y 4LB.
  2. The Customer may contact Directa by sending any communications to the above address or through the following contact details:
    Telephone number: +39 02 36714400
    E-mail: comask@directa-plus.com
  1. Information on Face Masks
  1. The Face Masks offered on sale on the Website come in various types and models. A description of each Face Mask type and model and its technical specifications are reported on the Website.
  2. The Customer is hereby advised and warned that the Face Masks offered on sale on the Website are no medical devices but mere face masks made of multi-layered materials apt to provide an adequate barrier and, at the same time, capable of affording comfort and breathability, an adequate form and adherence, and covering from chin up to over the nose. The Face Masks are no medical masks nor personal protection equipment (such as, for instance, surgical masks or filtering facepieces such as FFP1, FFP2 and FFP3). Consequently, the Face Masks offered on sale on the Website have not been developed to be used in healthcare environments nor are subject to specific certifications required under Italian and EU regulations. For greater details, please see Article 13 below.
  3. The pictures of the Face Masks on the Website are posted for illustration purposes only. Directa cannot guarantee that the pictures of the Face Masks will be correctly displayed on the Customers’ device.
  4. Face Mask packaging may from the packaging shown on the Website.
  5. Purchase of any Face Mask indicated on the Website will be subject to actual availability in stock of the same.
  1. Price
  1. The Prices of the various types of Face Masks are indicated on the Website; unless otherwise specified, the Price is quoted per product unit.
  2. All Prices are stated in Euro and are inclusive of VAT, unless otherwise specified (e.g., amount before VAT and VAT amount).
  3. For deliveries within the European Union, the Price will be subject to VAT, calculated at the rate applicable in Italy as at the date of order. No other customs duty or VAT will be payable by the Customer for any delivery within the European Union, unless otherwise expressly provided by the laws of the country of destination.
  4. For deliveries outside the European Union, the Customer will be responsible for any and all customs duties and/or other taxes applicable to the import of the products in the country of delivery. Any and all applicable formalities, costs, charges or expenses will exclusively be borne by the Customer. In any case, the Customer will solely be responsible for verifying the possibility of importing the products ordered under the laws of the country of delivery, and Directa will have no liability whatsoever for non-delivery or late delivery of the Face Masks purchased.
  5. The Prices of the Face Masks will not include delivery and transportation costs unless otherwise expressly specified. Choice of the overnight courier will be at Directa’s discretion.
  6. Request for invoice (if any) must be made by the Customer upon placing the Order. Any requests for invoicing in the days subsequent to the placing of the Order will not be accepted.
  1. Contract Formation
  1. No prior registration to the Website is required in order to purchase the Face Masks by filling in and sending the Order online. Use of the e-shop on the Website is permitted to individuals older than 18 years of age and to legal or corporate entities.
  2. When filling in the Order form on the Website to purchase the Face Masks, You will be allowed to verify that all information inserted is correct before sending the Order.
  3. The Face Masks are to be regarded as offered on sale by Directa at the prices and on the terms specified on the Website e-shop and in these Terms and Conditions. Consequently, by sending the Order for the purchase of the Face Masks selected, You will be deemed to accept and agree to Directa’s offer and to accordingly enter into the Contract. Following transmission of the Order, You will receive an e-mail attesting reception and confirmation of the Order by Directa, and Directa will undertake to deliver the Face Masks so purchased on the terms and as specified in Article 6 below.
  4. In the unlikely event the Face Masks ordered should actually be no longer in stock, Directa will promptly inform You and, if You have already paid the Price, Directa will reimburse You for the whole amount without delay and in any case within and no later than 5 business days.
  5. If the Customer’s payment should be refused, the Order will not be processed and/or will be cancelled, and Directa will promptly inform the Customer. The Customer may then place a new purchase Order by selecting a different payment method.
  1. Payments
  1. Payments may be made by credit or debit card through the payment platform Stripe or Paypal. No additional cost will directly be charged by Directa for the use of either payment method.
  2. By selecting a payment method, You warrant to be duly authorised to use such method to pay for Your Order on sending the latter.
  3. Directa in its sole discretion reserves the right to at any time suspend or cancel execution of an Order and shipment of the Face Masks ordered in case of: the Customer’s failure to pay all or part of the sums due; late payment; and fraud or attempted fraud through the use of the Website and/or the e-shop, also in relation to previous Orders.
  1. Delivery of Face Masks
  1. Face Masks will be delivered to the shipping address specified by the Customer in the Order by overnight courier (the “Courier”), which will be selected by Directa in its sole discretion. Directa will have no liability whatsoever in case of failure to deliver the Face Masks owing to any errors or omissions in the relevant address details. If, following non-delivery, the Face Masks should be sent back to Directa, the Customer may request for a new delivery; in that event, however, all related delivery and transportation costs, as indicated by Directa, will remain at the Customer’s charge.
  2. Directa undertakes to entrust the Face Masks to the Courier within and no later than seven business days from receipt of the related Order from the Customer.
  3. Following delivery of the Face Masks to the Courier, Directa will dispatch the shipment tracking number to the Customer, at the email address provided by the latter on sending the Order.
  4. In case of any miscarriage, misdelivery and/or delay with the Courier, the Customer undertakes to immediately inform Directa, which will handle the issue with the Courier directly.
  5. If on delivery the Customer finds any anomalies in the Face Masks that occurred during shipping (e.g., damage, breakage, destruction, etc.), the Customer undertakes to accept delivery by Courier by specifically note “with reserve” and to inform Directa within twenty-four (24) hours from receipt of goods, providing Directa with appropriate photo documentation attesting the anomalies. In that event Directa will handle the issue with the Courier directly.
  1. Delivery and Transportation Costs
  1. The Prices of the Face Masks will not include delivery and transportation costs unless otherwise expressly specified, without prejudice to the provisions of Articles 5 and 8 above.
  1. Customer’s Personal Data

The Customer’s personal data will be treated in accordance with the laws and regulations on personal data protection and Directa Privacy and Cookie Policy, available at the following link https://graphene-plus.com/privacy-policy/.

  1. Right to Withdraw from Contract
  1. Under the Consumers’ Code, Article 52, Customers acting in their capacity as consumers have a right to withdraw from contract. The Face Masks offered on sale by Directa, however, fall within the scope of goods which, due to hygienic or health-related reasons, cannot be returned if the packaging has been opened after delivery. The above-mentioned right to withdraw from contract is therefore subject to the restriction provided for by Article 59(e) of the Consumers’ Code.
  2. Consequently, if You are a consumer, You may exercise Your right to withdraw from contract exclusively if, following delivery of the Face Masks, the packaging containing the latter has not been opened and/or tampered with and/or closed again in any manner.
  3. In any case, the right to withdraw from contract (where applicable) must be exercised pursuant to Article 52 of the Consumers’ Code within fourteen (14) days from receipt of the Face Masks at the address provided in the Order. Customers are not bound to provide any reasons for their decision to withdraw and will bear no costs other than those set forth in Articles 56.2 and 57 of the Consumers’ Code. Direct costs of sending the goods back to Directa will therefore remain at Customers’ charge.
  1. Guarantee
  1. Directa guarantees that the Face Masks are in conformity with the technical specifications reported on the Website for each specific product.
  2. Directa guarantees that the Face Masks are free from defects and are fit for the use specified by Directa.
  3. The guarantee will have a validity of twelve (12) months from the date of delivery of the Face Masks to the Customer; however, if the Customer is a consumer under Article 3 of the Consumers’ Code, the guarantee will have a validity of twenty-four (24) months from the date of delivery of the Face Masks to the Customer.
  4. The above guarantee will solely apply to Face Masks that have been used and stored in accordance with the instructions, technical specifications and purposes specified by Directa: any different or improper use as well as any change and/or alteration to the Face Masks by the Customer, are to be regarded as forbidden and will cause forfeiture of the guarantee, and Directa will not be liable for any possible damage deriving therefrom and/or caused thereby.
  5. Upon receipt the Customer is bound to check that the Face Masks are free from defects and are in conformity with the relative technical specifications. In case of defects the Customer will inform Directa in writing, specifying in detail the defects and/or lack of conformity found, within eight (8) days from the date of receipt of the Face Masks or, in case of hidden defects or defects that may only be detected after use, within eight (8) days from the date of discovery, on pain of forfeiture. If the Customer is a consumer under Article 3 of the Consumers’ Code, the defect and/or lack of confomrity will have to be reported to Directa within two (2) months from the date of discovery. Directa will be liable in the event the lack of confomrity becomes apparent within two (2) years from delivery of the product. In any case, the time limit to enforce any defects (except where concealed with malice) is twenty-six (26) months from delivery of the Face Masks.
  6. At Directa’s request, the Customer will allow Direct to inspect the Face Masks reported as defective, in the manners and within the time schedule to be indicated by Directa.
  7. In the event Directa acknowledges the actual occurrence of the defects reported:
    (a) if Customer does not act as a consumer, Directa may, alternatively and in its sole discretion: (i) either repair defective Face Masks; or (ii) deliver to the Customer’s main office, without additional costs for the latter, Face Masks of the same type and in the same quantity as the defective ones, against restitution of the latter, the ownership of which will revert to Directa; or (iii) issue a credit note in favour of the Customer for the amount stated in the invoice of the defective Face Masks against restitution of the latter, the ownership of which will revert to Directa. It is understood that the above guarantee (namely, the obligation to repair or replace the Face Masks or issue a credit note therefor) supersedes and replaces the guarantees or liabilities provided under the law and excludes any further liability of Directa (under contract or otherwise) however deriving from the Face Masks sold hereunder (including, but not limited to, compensation for damage, loss of anticipated earning, damages and costs generated by withdrawal campaigns, etc.);
    (b) if the Customer acts as a consumer, the Customer will be entitled to the remedies provided under Article 130 of the Consumers’ Code, namely, to obtain the restoration of the conformity of the product sold through reparation or replacement, without incurring any charge or expense. If the above remedies are not applicable, the Customer will be entitled to an adequate price reduction or to termination of the Contract.
  8. The report of any vice or defect will in no event give rise to cancellation or reduction of the Orders already concluded between the Parties nor least of all to any suspension or deferment in payments.
  1. Intended Use; No Liability
  1. Face Masks are intended for use by a single individual and should in no event or way be exchanged with and/or lent to another individual after being taken out of their packaging.
  2. Face Masks are not to be considered medical devices or pieces of personal protection equipment (PPE), but rather aids for precautionary purposes, exclusively intended to be used by the general public. They are simple generic face masks, produced pursuant to Article 16.2 of Italian Law Decree 18/2020, as enacted by Act 27/2020. These face masks do not guarantee protection of the wearer’s respiratory tract, therefore they are not apt to exclude the possible transmission of COVID-19, SARS-CoV-2 and/or other viruses and/or pathogenic agents. They cannot be used where the use of medical devices and/or personal protection equipment is prescribed (e.g., in healthcare environments or workplaces). Therefore, they cannot in any event be intended as substitutes for compliance with precautionary rules on social distancing and other measures introduced and recommended by the relevant healthcare authorities to face the COVID-19 emergency.
  3. The Customer undertakes to comply with the instructions provided by Directa for Face Mask use, storage, cleaning and, where applicable, washing.
  4. By placing an Order for the Face Masks, the Customer acknowledges all of the foregoing and, in connection thereto, understands and agrees that Directa will have no liability whatsoever for any use of the Face Masks beyond the scope of the cases and modes specified above.
  1. Force Majeure
  1. Directa will not be responsible for any late delivery or failure to deliver the Face Masks in case of force majeure or act of God, and will be entitled to terminate all or part of the Contract or to suspend or defer its performance, giving prompt notice thereof to the Customer.
  1. Communications with the Customer
  1. Any communication or notice from Directa to the Customer will be sent to the email address provided by the Customer on sending the Order.
  1. Copyrights and Trademarks
  1. Directa will not confer on the Customer any right in or to the trademarks, logos and/or other distinctive signs appearing on the Website, the e-shop or on the related contents and/or on the Face Masks.
  1. Applicable Law and Jurisdiction
  1. These Terms and Conditions and the sale contracts hereunder will be exclusively governed by Italian law, thus with the express exclusion of the rules on conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods (Wien Convention 1980) will apply only where not in contrast with what otherwise set forth in these Terms and Conditions. These Terms and Conditions are drawn up in the Italian language; the English version is a courtesy translation only. Consequently, in case of discrepancy between the two versions, the Italian version shall prevail.
  2. All disputes relating to, arising out of and/or anyhow connected with these Terms and Conditions and/or the Contracts hereunder, including those concerning its interpretation, construction, performance and validity, will be subject to Italian jurisdiction and will be referred to: (a) the jurisdiction of the courts of the place where the Customer resides or is domiciled, if the Customer is a consumer under the Consumers’ Code and resides or is domiciled in Italy; or (b) the exclusive jurisdiction of the courts of Milan, in any other event.
  3. Customers based or residing in a non-EU country expressly agree that all disputes relating to, arising out of and/or anyhow connected with these Terms and Conditions and/or the Contracts hereunder, will be referred to arbitration according to the International Arbitration Rules of the Chamber of National and International Arbitration of Milan. The Arbitration Tribunal will be composed of three arbitrators to be appointed in accordance with the aforesaid Arbitration Rules, and will decide according to Italian law. The seat of arbitration will be Milan. The language of the arbitration will be English.