General Terms and Conditions of Sale

These General Terms and Conditions of Sale (these “Terms of Sale”) govern the sale of pantry items, such as pasta, grains, and canned goods, houseware, tableware, and household goods (the “Non-Perishable Products”) and caviar, truffles and meat (the “Perishable Products” and together with the Non-Perishable Products, the “Products”) by Eataly Caffe LLC and Eataly Net USA LLC having an address at 43 West 23rd Street New York, NY 10010 (“Eataly” or “we”) on the website https://www.eataly.com/us_en (the “Site”). The Products shall only be purchased for personal use, and not for resale or other commercial purposes, by users who are at least eighteen (18) years of age (“Customers” or “you”).

By placing an order to purchase Products through the Site, you expressly accept the Website Policies (as defined below). Eataly’s acceptance of your order, and agreement to deliver the Products, is expressly conditioned on your acceptance of the Website Policies.

1.    Orders

All orders are subject to written acceptance by Eataly. Receipt and acceptance of an order, or rejection thereof, by Eataly shall be confirmed by email sent to the email address indicated by the Customer when submitting the order. If the order is accepted, the email order confirmation will include a summary of the purchase (i.e., price of the Product(s), shipping costs, sales tax and address to which the Product(s) will be shipped) and an order number, which must be used in all future communications with Eataly regarding such order. Once payment for the Product(s) has cleared and the order has shipped, you will receive a shipping confirmation email. This information may also be accessed through the “Orders” section of your account.

Orders shall be filled in the order in which they are received by Eataly, subject to availability, and Eataly reserves the right to make partial shipments of an order.

Eataly reserves the right, at any time for any reason, to cancel, refuse to process or refuse to accept an order, in whole or in part, even after an order confirmation has been sent to a Customer. Eataly shall not be liable to the Customer or any other third party for refusing to process or accept an order after the Customer has received an order confirmation. In the event that Eataly, for any reason, cannot fulfill, cancels, or refuses to process an order that has already been accepted in writing by Eataly, Eataly shall notify the Customer in writing by email and refund the Customer any payment or portion thereof that Eataly received for the applicable order or portion thereof. If only certain Products ordered by the Customer are unavailable, any Products forming part of the same order which are still available will be shipped and charged to the Customer.

2.    Products

The only Products offered for sale by Eataly through the Site are those shown on the Site. Eataly reserves the right to modify or discontinue any Product offered for sale on the Site without notice to the Customers at any time. Certain Products may be available exclusively on the Site and may have limited quantities.

Customers acknowledge and agree that all images shown on the Site are shown for information purposes only and may not be wholly representative of the Products and their features. Products may have slight variations, including, but not limited to, variations in color and size, material, characteristics from the images shown on the Site, as a result of the different devices used to view the Site or browser settings. Exceptionally, the images posted on the Site may not accurately reflect the Product, in which case we will endeavor to rectify the image as soon as reasonably possible.

All Product descriptions are subject to change at any time, without prior notice, at our sole discretion.

Gift wrapping is not available for orders including Perishable Products. If you choose gift wrapping at check-out and your order includes both Perishable Products and Non-Perishable Products, only the Non-Perishable Products will be gift-wrapped.

3.    Prices and Payment Methods



All prices shall be in U.S. dollars and shall be exclusive of applicable sales taxes and shipping charges. All applicable sales taxes and shipping charges shall be added to the price at check-out, and the Customer shall have an opportunity to review all such charges prior to completing and submitting an order. The amount of sales taxes, and other charges shall depend on various factors, including, without limitation, the type of Product purchased, the price of the Product and the destination of the shipment. Sales tax regulations may change between the time you place an order and the time payment is cleared, which may affect the calculation of sales taxes. The amount appearing on the checkout page may differ from the sales taxes ultimately charged, as indicated in the invoice you will receive with the shipping confirmation email.

We reserve the right to change the prices of any Products at any time, at our sole discretion, without prior notice. We shall not be liable to you or any third party for any price changes.

Further, in the event that any items on the Site are mispriced, Eataly shall have the right to refuse or cancel any orders placed for Products listed at the incorrect price, regardless of whether the Customer has received an order confirmation or paid for the order. If the order is cancelled by Eataly after payment has already been made, Eataly will promptly refund the amount of the incorrect price to the Customer.

The price of the Products, shipping costs, and applicable sales taxes will be charged to your account when Eataly is ready to ship the Products. Orders will not be processed unless and until full payment has been received and cleared by Eataly. Payment for the Products may be made using various methods, including [PayPal, Google Pay, Apple Pay][Client to confirm] or by credit or debit card. Eataly makes no guarantee that the listed payment methods will remain continuously available.

All payments made through the Site are secure and encrypted; for more information on Eataly’s use and collection of your payment information, please visit our Privacy Policy at [link]. Please note that we do not collect and maintain your payment information directly, instead we utilize a third-party payment processor to collect and facilitate all online payments on our behalf.           

At checkout, the Customer may apply any coupons or other promotional codes offered by Eataly. The system will automatically adjust the total order amount, deducting any discounts or allowances. Any coupons or promotional codes may only be used in accordance with the terms provided upon issuance of the coupon or promotional code. Only one promotional code can be used per order and promotional codes cannot be transferred to others or redeemed for cash or credit.

4.    Shipping

Eataly only ships within the contiguous 48 United States. 

[Placeholder for shipping charges]

Products shall be shipped to the address indicated by the Customer upon placing the order after Eataly’s receipt of payment in full for the order. We guarantee delivery only to the address you provide. Shipments that you re-direct and shipments to incorrect or incomplete addresses cannot be guaranteed to deliver on time. We do not deliver to P.O. boxes.

Orders placed on in-stock Products before 12 p.m. EST Monday through Friday will ship that day. Orders placed after 12 p.m. EST Monday through Thursday will ship the following day. Orders placed after 12 p.m. EST on Friday will ship the following Monday.

The shipment and delivery dates set forth in any order, order confirmation, or in these Terms of Sale are estimates only and such estimates shall not be deemed a representation by Eataly. Eataly shall not be liable for failure to ship or deliver the Products by the estimated delivery dates, and the Customer shall not be entitled to any refunds or cancellation of orders as a result of delayed shipment. Notwithstanding the foregoing, in the event that Eataly is unable to ship an order within the estimated time provided in the order confirmation email (or thirty (30) days of receipt of an order if no estimated delivery date was provided), the Customer will receive an email from Eataly notifying the Customer of the delay in shipment. At such time, the Customer will have the option of cancelling the order for a full refund or consenting in writing to the delay (email being sufficient).

Upon delivery of the Products to the applicable carrier, the risk of loss or damage shifts to the Customer. Delivery is deemed complete and title to the Products passes to the Customer upon acceptance of the shipment by a common carrier.



5.    Deliveries



You are solely responsible for inspecting all Products you receive for any damage or other issues upon delivery and for determining the freshness of the Products you receive. You should always inspect your delivery for completeness and integrity and to confirm that the Products arrive in a cool, refrigerated condition where applicable. Any quantity discrepancies, defects, damage or other non-conformity must be notified to Eataly by email at [email] or calling [phone] within twenty-four (24) hours of delivery. Failure to make a claim in accordance herewith shall constitute an irrevocable acceptance of the Products by Customer. [Customer’s exclusive remedy for any quantity discrepancy or non-conformance is limited, at Eataly’s option, to Eataly’s provision of any missing Products or replacement of non-conforming Products, subject to availability of the relevant Products, or a refund of the price of the applicable missing or non-conforming Product(s). ][Client to confirm.]

If you are not home when your order is delivered, the delivery driver will leave it at your address. Where applicable, orders are packaged with cold packs, which will keep them stable and temperature-safe for several hours after delivery. If a delivery cannot be safely left at your address, you are responsible for making alternate arrangements and for timely changing your delivery instructions in your account if necessary. Any person or location that accepts delivery is presumed by us to be authorized to do so in accordance with these Terms of Sale. You are solely responsible to properly store and refrigerate all Products prior to use, including Perishable Products.

We recommend that you follow the United States Department of Agriculture’s instructions on food storage and safe food handling at all times, which can be found here: https://www.fsis.usda.gov/food-safety/safe-food-handling-and-preparation/food-safety-basics/refrigeration. Failure to follow safe food handling practices and temperature recommendations may increase the risk of foodborne illness. In addition, pregnant women, young children, the elderly and individuals with compromised immune systems should follow the Food and Drug Administration’s recommendations on food consumption for at-risk groups, which can be found here: https://www.fsis.usda.gov/sites/default/files/media_file/2021-04/at-risk-booklet.pdf

8.    No Returns or Refunds[FR2] 

ALL SALES ARE FINAL. RETURNS WILL NOT BE ACCEPTED. Charges paid by you for completed and delivered orders are FINAL AND NON-REFUNDABLE. Eataly has no obligation to provide refunds or credits, but may grant them, in each case in Eataly’s sole discretion, on a case-by-case basis.



9.    Limitation of Liability



UNLESS OTHERWISE SPECIFIED IN WRITING, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND EATALY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, AND, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EATALY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS CONTAINED ON THE ORDER CONFIRMATION. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION, PACKAGE AND SELL PRODUCTS CONTAINING DAIRY, EGGS, SOYBEANS, TREE NUTS, PEANUTS, FISH, SHELLFISH OR WHEAT AND CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS.

Notwithstanding anything to the contrary CONTAINED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, in no event will EATALY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, LICENSORS, OR OTHER REPRESENTATIVES be liable for any INJURY, LOSS, DAMAGE, OR CLAIM FOR ANY indirect, special, incidental, punitive, or consequential DAMAGES, LOSS OF PROFITS, REVENUE, OPPORTUNITY OR DATA, OR DELAY, whether based on contract, tort, negligence, STRICT LIABILITY or any other legal theory.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT EATALY IS FOUND LIABLE IN RESPECT OF ANY LOSS, DAMAGE OR CAUSE OF ACTION (WHETHER CONTRACTUAL, EXTRA-CONTRACTUAL OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCT, EATALY’S LIABILITY SHALL BE STRICTLY LIMITED TO THE PRICE OF THAT PRODUCT.

10.    Force Majeure

Eataly shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including, without limitation, acts of God, war, acts of terrorism, insurrections, riots, embargoes, fires, strikes, delays in transportation, epidemic, pandemic or other public health issue, inability to obtain supplies of raw materials or equipment used in the manufacture of the Products, failure of any party to perform any contract with Eataly related to the production of the Products, blackouts or governmental laws, regulations, orders, or actions.

11. Customer Service

Eataly’s customer service department is available for all inquiries regarding orders, deliveries, purchases, complaints, requests for information and, more generally, these Terms of Sale by writing to [EMAIL].

12. Website Policies

For any other legal information concerning your access to, use of, or the way the Site may use and collect your personal information, please read Eataly’s Terms of Use, and Privacy Policy (together with these Terms of Sale, collectively, the “Website Policies”).

Eataly reserves the right to amend any portion of the Website Policies at any time and without prior notice to you; as such, please make sure you review the current Website Policies prior to making a purchase on the Site. Any amendments or updates to any Website Policies shall be effective upon publication in their respective sections of the Site. By placing an order through the Site after any amendments or updates to the Website Policies, you expressly accept those amendments or updates.

13. Governing Law and Dispute Resolution

These Terms of Sale and their interpretation shall be governed by the laws of the State of New York without regard to its conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any purchase or sale hereunder.

Any dispute arising out of or relating to these Terms of Sale shall be resolved by binding arbitration pursuant to the Federal Arbitration Act, which shall govern the interpretation and enforcement of this arbitration agreement. The arbitration is to be held before a single arbitrator pursuant to the then-current Consumer Arbitration rules of the American Arbitration Association (the “AAA”) and conducted in the County and City of New York, State of New York. The arbitrator shall be jointly selected by the parties. If the parties are unable to agree upon the arbitrator, either party may request the AAA to select the arbitrator. Before beginning the proceedings, the appointed arbitrator must provide an oath or undertaking of impartiality. All arbitration proceedings shall be conducted on a confidential basis. Any award, order, or judgment pursuant to such arbitration shall be deemed final and binding upon the parties and may be enforced in any court of competent jurisdiction. Further, the parties agree that the arbitration of any dispute shall be conducted on an individual basis, not a class-wide basis, and that no arbitration proceedings may be consolidated with any other arbitration or other legal proceeding involving Eataly or any other person. You further agree not to be a class representative, class member, or otherwise participate in a class, representative, or consolidated proceeding against Eataly for any dispute. The parties agree that the arbitrator of any dispute between the parties shall not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding.

YOU UNDERSTAND THAT BY AGREEING TO SUCH BINDING ARBITRATION YOU ARE HEREBY WAIVING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OF SALE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS ARBITRATION AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

You may opt out of this arbitration agreement by sending us written notice, within 30 days of the time you consent to these Terms of Sale, to the following email address: [EMAIL].

Except as provided above as to those disputes submitted to arbitration pursuant to the Federal Arbitration Act, any other dispute must be brought in state or federal court in New York, New York, and you expressly submit to the jurisdiction of such courts and waive any claims that such courts are an inconvenient forum.

14. Miscellaneous

These Terms of Sale, together with the other Website Policies, shall constitute the entire agreement between you and Eataly. The invalidity or unenforceability, in whole or in part, of any provision of these Terms of Sale shall not affect the validity or enforceability of any other provision hereof or any other term of the remaining Website Policies. The headings contained herein are for purposes of convenience only and shall not control or affect the meaning or construction hereof.

Effective Date: [DATE]

 [FR1]We added this placeholder as discussed, in the event further guidelines for perishable products other than those included in Section 5 are needed.

 [FR2]We note that your current terms include both of the following provisions, which may seem to partially contradict each other: “Online purchases are not eligible for returns.” and “Please note that returns for items purchased online are not accepted at our brick-and-mortar stores.” Kindly confirm that products purchased online are not refundable entirely (not just in stores).