B2B General Terms and Conditions of Service

Last updated: February 25, 2026
Version: 1.0

1. Definitions and Scope of Service

These General Terms and Conditions of Service (hereinafter the "Terms") govern access to and use of the Irille Store B2B wholesale marketplace platform (hereinafter the "Platform"), operated by Irille Team (hereinafter the "Operator").

For the purposes of these Terms, the following definitions apply:

• "Platform": the Irille Store mobile application and web services, a B2B marketplace dedicated to wholesale trade between professional operators.
• "User" or "Buyer": any legal entity or professional who registers and uses the Platform to purchase products on a wholesale basis.
• "Seller": any legal entity or professional who uses the Platform to offer and sell products on a wholesale basis.
• "Order": a purchase request for products submitted by the Buyer through the Platform.
• "Products": the goods offered for wholesale sale on the Platform.
• "Business Account": a registered and verified account associated with a legal entity or professional.

The Platform operates exclusively as a B2B marketplace for commercial transactions between businesses. Access to and use of the Platform is restricted to entities acting within the scope of their professional or business activities. These Terms do not apply to consumers within the meaning of the Italian Consumer Code (Legislative Decree 206/2005).

2. Account Registration and Eligibility

Access to the Platform requires the creation of a Business Account. Registration is exclusively reserved for:

• Corporations and partnerships duly registered with the relevant commercial register;
• Sole proprietorships holding a valid VAT number;
• Professionals and self-employed individuals holding an active VAT number;
• Public entities and organizations with legal personality.

During the registration process, the User is required to provide truthful, complete, and up-to-date information, including: company name, VAT number, tax identification code, registered office address, certified email address (PEC, where applicable), details of the legal representative, and documents evidencing the lawful establishment of the business.

The Operator reserves the right to verify the information provided and to request additional documentation. The Business Account shall be activated only upon successful verification of the eligibility requirements. The Operator may refuse, suspend, or revoke access to any Account in the event of false or incomplete information or violation of these Terms.

The User is responsible for the security of their login credentials and for all activities carried out through their Business Account.

3. Order Process and Contract Formation

Products displayed on the Platform constitute an invitation to treat and not a public offer under applicable law.

The contract formation process is as follows:

1. Order Submission: the Buyer selects Products, specifies quantities, and submits the Order through the Platform. The submission of the Order constitutes a binding offer from the Buyer.
2. Acknowledgment of Receipt: the Platform automatically sends an acknowledgment of receipt of the Order, which does not constitute acceptance of the offer.
3. Order Acceptance: the sales contract is concluded exclusively upon the Seller's confirmation of the Order, communicated through the Platform.
4. Order Rejection: the Seller reserves the right to reject an Order, in whole or in part, for legitimate reasons, including but not limited to: product unavailability, pricing errors, or Buyer verification issues.

Minimum order quantities, where applicable, are indicated on the product pages. The Buyer is responsible for carefully reviewing all Order details before submission.

4. Pricing, Payment Terms, and Invoicing

All prices displayed on the Platform are expressed in Euros and are exclusive of VAT and any other applicable taxes, unless otherwise indicated. Prices are reserved for professional operators and may vary based on purchase volumes, specific commercial agreements, and Seller policies.

Payment terms are as follows:

• Payment is due according to the terms agreed with the Seller, as indicated in the order confirmation or invoice.
• Accepted payment methods are those available on the Platform and may include: bank transfer, electronic payment through the Platform, or other agreed methods.
• Where deferred payment terms apply (e.g., 30, 60, or 90 days from the invoice date), such terms are subject to the Seller's approval and the Buyer's creditworthiness assessment.
• In the event of late payment, default interest shall apply in accordance with Italian Legislative Decree 231/2002 (implementing EU Directive 2011/7/EU on combating late payment in commercial transactions), in addition to compensation for recovery costs.

An electronic invoice compliant with applicable Italian legislation shall be issued for each transaction. The Buyer is required to provide all data necessary for the correct issuance of the invoice, including the SDI recipient code or certified email address (PEC), where applicable.

5. Delivery and Shipping Terms

Delivery conditions are governed as follows:

• Delivery dates indicated on the Platform or in the order confirmation are indicative and non-binding, unless otherwise agreed in writing.
• The risk of loss or damage to the Products passes to the Buyer upon delivery to the carrier (EXW - Ex Works, Incoterms 2020), unless specific alternative arrangements have been agreed between the parties.
• The Buyer is required to inspect the Products upon delivery and to note any visible damage or discrepancies on the transport document, with a specific reservation.
• Any claims relating to delivery must be communicated in writing to the Seller within 8 (eight) days of receipt of the Products, in accordance with Article 1495 of the Italian Civil Code.

Shipping and transport costs are borne by the Buyer, unless otherwise agreed. The Platform Operator is not liable for delays, losses, or damages during transport, such liability being borne by the designated carrier.

6. Returns, Refunds, and Warranty

As these are B2B transactions, the consumer right-of-withdrawal provisions under the Italian Consumer Code (Legislative Decree 206/2005) for distance contracts with consumers do not apply.

Returns and refunds are governed as follows:

• Non-conformity: the Buyer has the right to contest Products that do not conform to the order or that present defects, within 8 (eight) days of discovering the defect, in accordance with Articles 1490-1497 of the Italian Civil Code.
• Return procedure: return requests must be submitted through the Platform, specifying the reason and providing photographic evidence of the defect or non-conformity.
• Warranty: the legal warranty for defects in the goods sold applies pursuant to Articles 1490 et seq. of the Italian Civil Code. The limitation period for claims is one year from delivery.
• Refund: in the event of an accepted return, the Seller shall, at its discretion, replace the Product, issue a credit note, or refund the purchase price.

Products must be returned in their original condition, complete with packaging and documentation. Return shipping costs are borne by the Buyer, unless the return is due to a non-conformity attributable to the Seller.

7. Intellectual Property

All intellectual property rights relating to the Platform, including but not limited to: software, design, layout, logos, trademarks, texts, and graphic content, are the exclusive property of the Operator or their respective owners and are protected by Italian, European, and international intellectual property laws.

The User undertakes to:

• Not reproduce, modify, distribute, or use the Platform's content in any way without the Operator's written authorization;
• Not use scraping, data mining, or other automated techniques to extract data from the Platform;
• Ensure that uploaded content (descriptions, images, trademarks) does not infringe third-party rights.

By uploading content to the Platform, the User grants the Operator a non-exclusive, royalty-free, worldwide, and revocable license to use such content for the purpose of providing and promoting the Platform's services. The User retains ownership of their content and may request its removal at any time.

8. Limitation of Liability

The Operator acts as a technology intermediary and is not a party to the sales contracts concluded between Buyers and Sellers through the Platform.

To the maximum extent permitted by applicable law:

• The Operator does not guarantee uninterrupted availability of the Platform and is not liable for any service interruptions, technical malfunctions, or data loss;
• The Operator is not liable for the quality, conformity, legality, or safety of the Products offered by Sellers;
• The Operator is not liable for breaches, delays, or damages arising from transactions between Buyers and Sellers;
• The Operator's aggregate liability, where established, shall in no event exceed the amount of commissions actually received by the Operator from the User in the 12 (twelve) months preceding the event giving rise to the liability;
• Indirect damages, consequential damages, loss of profits, and loss of business opportunities are expressly excluded.

The above limitations shall not apply in cases of willful misconduct or gross negligence by the Operator, nor where mandatory law does not permit limitation of liability.

9. Data Processing Provisions

The processing of Users' personal data is carried out in compliance with Regulation (EU) 2016/679 (GDPR) and Italian Legislative Decree 196/2003 (Personal Data Protection Code), as amended by Legislative Decree 101/2018.

The Operator acts as Data Controller for data collected through the Platform. For complete information regarding processing methods, purposes, legal basis, data subject rights, and data retention periods, please refer to the Privacy Policy available on the Platform.

With respect to B2B transactions, the following applies:

• Business data (company name, VAT number, business contact details) is processed for the performance of the contract and for legal obligations;
• Data of business contacts is processed on the basis of the Operator's legitimate interest in managing the commercial relationship;
• Where processing involves the transfer of personal data between Buyer and Seller, each party acts as an independent Data Controller for its own purposes.

For any requests regarding the processing of personal data, please contact the Operator at privacy@irille.com.

10. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of Italy.

For any dispute arising from or in connection with these Terms, the use of the Platform, or transactions conducted through it, the courts of the jurisdiction where the Operator has its registered office, currently in Italy, shall have exclusive jurisdiction.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Should any provision of these Terms be found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Dispute Resolution

The parties undertake to resolve in good faith any dispute arising from these Terms through the following procedure:

1. Direct negotiation: the parties shall first attempt to resolve the dispute through direct negotiation, by sending written notice to the other party. The receiving party shall respond within 15 (fifteen) business days of receipt.
2. Mediation: if no resolution is reached within 30 (thirty) days from the commencement of negotiation, the parties may refer the dispute to mediation before a mediation body registered with the Italian Ministry of Justice, in accordance with Italian Legislative Decree 28/2010.
3. Court proceedings: if mediation is unsuccessful or if a party refuses to participate, either party may bring proceedings before the competent court as specified in Section 10 of these Terms.

Recourse to alternative dispute resolution procedures shall not prejudice the parties' right to seek interim or urgent measures from the competent court.

12. Modification of Terms

The Operator reserves the right to modify these Terms at any time. Modifications shall be communicated to Users with at least 30 (thirty) days' prior notice through:

• In-app notification on the Platform;
• Communication to the email address associated with the Business Account;
• Publication of the updated Terms on the Platform with an indication of the effective date.

Continued use of the Platform after the effective date of the modifications constitutes tacit acceptance of the new Terms. Should the User not wish to accept the modifications, they shall have the right to terminate the contractual relationship by notifying the Operator before the effective date of the new Terms.

Modifications shall not apply to Orders already confirmed before the effective date of the new Terms.

For any information or clarification regarding these Terms, please contact: privacy@irille.com