General terms and conditions of sale

General terms and conditions of sale

374/375

Rev.1a of 1st January 2018

A.- Contract

completion

A.1.- These general

sales conditions govern

every sales contract

between the Seller

and the Buyer and any

amendment or exception

thereof shall be agreed

in writing.

A.2.- Any offers, credits

and/or rebates granted

by agents or other

intermediaries, shall not

be considered valid if

they are not confirmed in

writing by the Seller.

A.3.- The Buyer shall

send the written orders

to the Seller, directly or

through the agents, and

the orders shall include

the codes of the required

products, quantity, price

and destination. The

order sent by the Buyer

is irrevocable.

A.4.- The sale shall be

deemed completed

when: (i) the Buyer

receives a written

confirmation from the

Seller, via e-mail, fax or

other electronic means,

that complies with the

terms and conditions

of the order; or (ii) if

the confirmation sent

by the Seller contains

conditions that differ

from the order sent by

the Buyer, when the

latter accepts it in writing

or in any case does not

object within 7 (seven)

days from reception;

or (iii) if the Seller does

not provide a written

confirmation, when the

products are delivered

and loaded by the Buyer.

B.- Prices

B.1.- The prices agreed

upon for each individual

sale are net prices for

cash delivery ex works

(the Seller’s plant shall

be specified in the order

confirmation), unless

otherwise agreed in

writing.

C.- Product

characteristics

C.1.- The Buyer declares

to have read and comply

with the content of the

following documentation

published on the

corporate website: 1)

Laying, use, cleaning and

maintenance manual and

2) Technical data sheets.

C.2. Given the intrinsic

variability of the

ceramic products, the

characteristics of the

samples, previously

sent by the Seller to

the Buyer, are purely

illustrative and cannot be

deemed binding.

C.3. Unless specifically

requested and agreed

before the order

confirmation, the Seller

does not guarantee that

the entire quantity of

an article on order shall

be sent from one same

production lot.

D.- Delivery terms

D.1.- The delivery terms

are approximate and a

delay does not give the

Buyer any right to claim

compensation, without

any exception.

D.2.- If the Buyer does

not collect the goods,

after 10 (ten) days from

the date of the “goods

ready” notice, the Seller

has the right – at its

discretion – to establish

a new delivery date.

E.- Shipping

arrangements and

terms

E.1.- The Buyer

must communicate

any variation in the

destination of the

products, different from

the one agreed in the

order confirmation,

in writing within, and

no later than, the

second day before the

day foreseen for the

collection at the Seller’s

premises. The Seller

reserves the right not to

accept the change of the

product destination. If

the actual destination of

the product is different

from the one stated by

the Buyer, the Seller

reserves the right to

suspend the execution

of the supplies underway

and/or to terminate

the contracts in force

and the Buyer shall not

have the right to claim

direct and/or indirect

compensation of any

type.

E.2.- Unless otherwise

agreed, the goods shall

be delivered ex-works

(EXW – Incoterms 2010)

and this shall also be the

case when the parties

agree that the delivery,

or part of it, shall be

arranged by the Seller

on the Buyer’s behalf. In

any case, the risks shall

transfer to the Buyer

upon delivery to the first

carrier.

E.3.- Without prejudice

to the Seller’s extraneity

in relation to the

transport contract,

the Seller shall not be

indicated as “shipper”

on the bill of lading.

The communication

of the gross weight of

the container to the

Forwarding agent does

not represent in any

way the undertaking

of any liability by the

Seller as regards the

SOLAS (Safety Of Life

At Sea) Convention. In

no event may the said

communication be taken

to be the VGM (Verified

Gross Mass).

E.4.- The Buyer

undertakes to ensure

that the vehicle sent to

the Seller’s warehouse is

suitable for the loading

operations, considering

the nature of the

products. If the vehicle

sent to collect the goods

causes difficulties in the

loading operations, the

Seller reserves the right

to charge a penalty, of

4% of the value of the

products, to cover the

extra logistics costs. If

the vehicle sent is not

at all suitable, the Seller

reserves the right to

refuse to load the goods

and the Buyer shall not

have the right to claim

compensation for any

direct and/or indirect

cost that may arise

therefrom.

E.5.- The Buyer is

responsible for assigning

the carrier the task of

checking the products

before loading them;

any observations

concerning the condition

of the packaging and the

correspondence of the

quantities loaded with

those on the transport

document must be

made by the carrier upon

collection of the goods.

The said observations

must be written on all the

copies of the transport

documents, otherwise

the loaded products

shall be considered to

be complete and in good

condition. As a result,

the Seller shall not be

liable for any missing or

damaged products not

reported by the carrier.

E.6.- The Buyer is also

responsible for assigning

the carrier the task of

checking the loading

procedure and the

stability of the goods on

the vehicle, in order to

prevent damage during

transport and to comply

with all road safety

provisions.

F.- Payments

F.1.- All payments

must be made to the

Seller’s registered office.

Payments made to

agents, representatives,

or sales assistants shall

not be considered as

made until the amounts

are received by the

Seller.

F.2.- The Buyer shall

not fulfil its payment

obligations by making

payments from countries

other than its own

country of residence, if

the said countries do not

guarantee an adequate

exchange of information

with Italy. In case of

breach of the said

prohibition, the Seller

has the right to terminate

the contract for just

cause and the Buyer

shall not have the right to

claim compensation for

any damage suffered.

F.3.- Any costs for stamp

duty and bank draft fees

shall be borne by the

Buyer. Failure to fulfil,

even only in part, the

payment shall result

in the application of

interest on arrears in

favour of the Seller, from

the date established

for the payment, as

envisaged by legislative

decree 09/10/2002 no.

231.

F.4.- Unless otherwise

agreed in writing, the

Buyer undertakes not to

offset any receivables, of

whatever nature, owed

by the Seller.

G.- Claims

G.1.- Upon receipt of

the products, the Buyer

shall perform a visual

inspection in compliance

with instructions

provided in point 7 of

UNI EN ISO 10545-2

standards.

G.2.- The products

must be installed and

fitted strictly respecting

the recommendations

related to the activities

to be performed before

and during the laying of

the product specified

in document 1) Laying,

use, cleaning and

maintenance manual,

published on the Seller’s

website, and on the

product packaging and/

or inside the packaging.

Faults caused by an

incorrect installation and

by missing/incorrect

maintenance (different

from instructions

provided in document 1)

Laying, use, cleaning and

maintenance manual), by

an unsuitable use and/or

by normal wear over time

shall not be considered

product faults.

G.3.- With the exception

of the limits of

acceptability foreseen

by the international EN

14411 (ISO 13006)

standard, the parties

acknowledge as

identifiable faults those

product defects that

are immediately visible

upon receipt thereof and

that make the material

unsuitable for use or

that significantly reduce

its value. This category

includes faults as

defined in the document

1) Laying, use, cleaning

and maintenance

manual, published on

the Seller’s website.

Identifiable faults include,

by way of a non-limiting

example, superficial

defects, decoration

defects, defects

concerning polishing,

dimensions, surface

flatness, straightness

of sides/rectangularity

and thickness, cracks,

chippings or rough

edges, non-compliant

shades, mixed shades

and products that

feature problems

deriving from the cutting

process and/or from

chips.

G.4.- If the Buyer finds an

identifiable fault, it must

be reported in writing

to the Seller, within 8

(eight) days from receipt

of the products; failure

to send the claim shall

result in the forfeiture

and loss of such right.

The Buyer shall keep

the entire lot of material

readily available for the

Seller. The claim shall

include the invoice

details and an accurate

description of the

claimed fault together

with photographs, where

possible. In the event

that the claim proves to

be unfounded, the Buyer

shall refund the Seller

any costs incurred for

an inspection (expert’s

reports, travel, etc.).

G.5.- Hidden faults

shall be notified to the

Supplier in writing, by

recorded delivery letter

with advice of receipt,

within 8 days from

the date such fault is

found, under penalty of

forfeiture.

G.6.- The Buyer’s right

to make a claim for faults

under warranty is valid

for 12 (twelve) months

from the delivery of the

products.

H.- Warranty for faults

H.1. The Seller’s

warranty is limited to first

grade products and not

second or third grade

products or lots on

offer with special prices

or discounts, which

must be duly specified

with a note in the order

confirmation.

H.2. The Seller does not

guarantee the suitability

of the products for

particular uses, and

only guarantees the

technical specifications

published on the website

in the document 2)

Technical data sheets.

The indication for use

is merely indicative,

even when written in the

Seller’s catalogues and

manuals. On the basis

of the characteristics

described in the

document 2) Technical

data sheets, the

designer always has

the task of assessing

the suitability of the

product for the specific

use conditions, taking

into account the stress

and variables to which

the product will be

subjected, which may

alter its characteristics;

for example, the traffic

intensity, quality of

traffic (foot traffic with

the presence of sand,

debris...), adverse

weather conditions and

any other unpredictable

factor to which the

material may be

exposed.

H.3.- In the event that

identifiable product

faults are ascertained,

as defined in sub

section G no. 3, the

Seller shall replace

the faulty product

with another one with

equal or superior

characteristics; should

this not be possible,

the Seller shall apply

a significant price

reduction. Alternatively,

following the return of

the faulty products,

the Buyer shall have

the right to a refund

of the price paid plus

the transport cost,

with the exclusion of

compensation for any

other direct and/or

indirect damage.

H.4. The Seller’s

warranty shall not be

valid if the products

that have identifiable

faults (totally or in

part) have been used

and/or in any case

transformed, as this

entails that the Buyer

(or its customer)

expressed the intention

to accept them in the

condition in which they

were found.

H.5.- In the event that

hidden product faults

are ascertained, the

Seller’s warranty

is limited to the

replacement with

other products of

equal or superior

characteristics; should

this not be possible

the Seller shall refund

the price paid plus

the transport cost. In

any case, the Seller’s

warranty for any direct

and/or indirect damage

caused by the faulty

product, shall be limited

to an amount that shall

not be greater than

double the selling price

applied by the Seller, only

in relation to the faulty

part of the supply.

H.6.- In the event that

the Buyer resells the

product to subjects

protected by the

consumer code (law

decree no. 206/2005),

the former shall be

responsible for the

conditions applied, if

different from those

stated herein, and

shall ensure that the

consumer’s rights are

exercised, in relation to

the remedies and terms

established by the said

code. If there are the

grounds for the Buyer

to exercise the right of

recourse and/or make a

claim against the Seller/

manufacturer, the said

action shall take into

account or go beyond

the exemptions and

limits established in sub

sections G no. 1 and H

no. 5.

I. Solve et repete (pay

and then claim) and

termination clauses

I.1.- Pursuant to article

1462 of the Italian Civil

Code, on no account

may the Buyer suspend

or delay payment of

collected material,

including in the event of

alleged defects or faults

in the material; this does

not affect the right to

claim back any payments

made unduly (solve et

repete).

I.2.- If the Buyer’s

financial situation

changes or in the event

of non-payment (even

partial) of products

already supplied, the

Seller reserves the

right to suspend the

execution of the supplies

underway and/or to

terminate the contracts

in force and the Buyer

shall not have the right

to claim direct and/or

indirect compensation of

any type.

L.- Retention of

ownership

L.1.- The products

supplied shall remain

exclusive property of the

Seller until the Buyer has

paid the full amount.

L.2.- During the

aforementioned period,

the Buyer shall undertake

the obligations and

responsibilities as

bailee (also referred

to as custodian) and

shall not transfer the

said products, grant

their use, let them be

seized or distrained

without declaring that

the property is of the

Seller, and the Buyer

shall immediately inform

the Seller by recorded

delivery letter with advice

of receipt.

M.- Force majeure

M.1.- Each party may

suspend the fulfilment

of its contractual

obligations, when

the said fulfilment

is impossible or

objectively too costly

due to an unforeseeable

impediment independent

from the parties, such

as for example: strike,

boycott, lockout, fire,

war (declared or not),

civil war, riots and

revolutions, requisitions,

embargo, power

blackouts, extraordinary

breakage of machinery,

delays in the delivery

of components or raw

materials.

M.2.- The party that

wishes to apply this

clause shall immediately

notify the onset and end

of the circumstances

of force majeure to the

other party in writing.

M.3.- If the suspension

due to force majeure

lasts longer than 60

(sixty) days, each party

shall have the right to

terminate this contract,

with a notice of 10 (ten)

days to be notified to the

counterparty in writing.

N.- Confidentiality

N.1.- The Buyer

undertakes to maintain

confidentiality as

regards all information

of a technical (such

as,bywayofanon-

limiting example,

drawings, tables,

documentation, formulas

and correspondence)

and commercial nature

(including contractual

conditions, purchase

prices, payment

conditions,...) gained

during the performance

of this contract.

N.2.- The confidentiality

obligation shall be

undertaken for the entire

duration of this contract

and for the period

following its execution.

N.3.- In case of

failure to uphold the

confidentiality obligation,

the non-fulfilling party

shall pay the other party

compensation for all

damages that may derive

therefrom.

O.- Seller’s trademarks

and distinctive signs

O.1.-The use of

trademarks, ornamental

designs and creative

works in general, in

whatever form and

manner of expression

(such as, by way of a

non-limiting example:

images, photos,

drawings, videos,

shapes, structures, etc.)

constituting the Seller’s

intellectual property,

through any means (such

as,bywayofanon-

limiting example: press,

video, radio, internet,

social media, instant

messaging platforms

or VoIP, etc.) is strictly

forbidden. Any exception

to the said prohibition,

even only partial, must

be authorised in writing,

each time, by the Seller's

general management.

P.- Contract language,

applicable law,

jurisdiction and

authority

P.1.- The present

CONTRACT is drafted

in Italian, and in case of

disputes the said version

shall prevail over any

translations in other

languages.

P.2.- Any dispute

concerning the supply

of products shall be

subject to Italian law

and jurisdiction and the

Court of Reggio Emilia,

the town in which the

Seller has its registered

office, shall have sole

local jurisdiction.