general

sales conditions

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LA FENICE CERAMICHE

1. Contractual regulations

These general sales conditions, save any

modifications or variations agreed upon in

writing, govern all sales contracts between us

and the purchaser, thus including the contract

concluded with the acceptance of the order

as well as any future contract related to the

supply of our company’s products ordered

with subsequent and distinct commissions. Any

variations on the general sales conditions, the

transactions and allowances, even if made on

the initiative of our Agent, will be binding for us

only upon our written confirmation and in any

case limited to the contracts to which they refer.

2. Subject of the supply

The supply includes only the services, materials,

and quantities specified in our acknowledgment

of order or in other written communication sent

by us. Should there be any differences in the

offer or order, our acknowledgment of order

is to be considered the only valid document.

Partial processing of the order without our

previous acknowledgment does not mean that

we have approved the complete order, but

rather partial acknowledgment relative to the

goods delivered. In this case, reception of the

goods shall be equivalent to acceptance on the

part of the purchaser of the new contractual

provisions.

3. Acknowledgment of order

Should there be any diff erences in the single

items in our acknowledgment of order with

respect to the agreements or orders, the

buyer who has not made a claim by registered

letter sent within ten days of receiving the

acknowledgment shall be obliged to accept the

acknowledgment as it is.

4. Delivery

The goods, even if sent freight paid or free

delivered to the buyer’s premises, travel at

the risk and responsibility of the buyer; all our

responsibility ceases upon delivery of goods

to the carrier. After the buyer has inspected

the goods, any claims should be made to the

carrier. Shipments by sea or by land regarding

supplies abroad are made on the basis of the

conditions chosen for each specific case as

specified in the “INCOTERMS” approved by the

Inte national Chamber of Commerce in 1953

and subsequent.

5. Terms of delivery

The delivery date established must be mutually

acceptable to both parties. Unless speci

fic

clauses are introduced, this date is to be

considered purely indicative and not binding.

In the event that the contract is modified, the

delivery date is extended for a period equal

to that initially agreed upon. Should any even

caused by force maj eure occur, the terms of

delivery are suspended for the entire duration

of said event. If, as a result of events of force

majeure, the contract cannot be executed

within 60 days of the date agreed upon, both

parties shall be entitled to withdraw from

the contract. In such case, the declaration of

withdrawal must be sent to the counterpart

by registered letter with return receipt within

10 days of the expiry of the aforementioned

60 days, and any indemnity or compensation is

excluded.

6. Payment

Payment is to be remitted to our registered

o ffice in Casalgrande (RE), even if bills of

exchange or bank drafts are issued; any

variations to the aforeme tioned shall be valid

only if approved by us in writing. Delayed

payment, event if only partial, of our invoices

beyond the stipulated due date, shall entitle us

to the immediate charge of interest on arrears in

the order of the official rate increased by seven

points. Non-payment or delayed payment of

our invoices – for any reason whatsoever - gives

us the indisputable right to demand advance

payment for the remaining supply, without

prejudice of any other action, or to consider

the contract suspended or annulled, and to

annul the practice of any other contracts that

may be in force, without giving the buyer the

right to any type of refund or compensation for

damages, or other.

7. Solve et repete

No exception, save that of nullity, possibility of

annulment, or rescission of the contract, can

be posed by the purchaser with the purpose of

delaying or avoiding payment.

8. Retention of title

In the event that payment, by contractual

agreement, is to be remitted - in whole or in

part - after delivery of the goods, the products

delivered remain our property until complete

payment of the total amount due is made.

9. Guarantee

Our products are guarantee to be in compliance

with the UNI-DINEN standards in force. Any

claims must be made, on pain of forfeiture, by

registered letter sent to our registered offices

in Casalgrande (RE), before the materials are

laid and in any case according to the terms of

the law. Once the material is laid, any claim for

defects either obvious or hidden is no longer

valid, and the guarantee is to be considered

explicitly invalidated according to art. 1490

of Italian Civil Code. Any differences in color

shades cannot be considered as material

defects. In any case, our guarantee only

includes the replacement of material found to

be defective with the exclusion of any further

or different obligation. Claims made on material

do not give the purchaser the right to suspend

or delay, in whole or in part, the payment within

the stipulated terms, according to article 7.

10. Arbitration clause

Except for disputes from payment and from

the relative monitory actions or ordinary legal

proceedings which remain the competence of

the Italian legal authorities, any other dispute

arising from the conclusion and/or execution

and/or resolution and/or interpretation of this

contract will be referred to a Board of Arbitrators,

with one arbitrator nominated by each party

and the third by common consent, or in the

event of disagreement, by the President of the

C.C.I.A.A. (Chamber of Commerce) of Reggio

Emilia (Italy) upon request of the most diligent

party. The party that intends to begin arbitration

proceedings must notify the other party by

registered letter containing the name of its

chosen arbitrator and his acceptance. The other

party must nominate its own arbitrator within

fifteen days of date on which the registered

letter is received, and the relative acceptance

within the term indicated. In default, the first

party shall be entitled to request the nomination

of the second arbitrator by the President of the

C.C.I.A.A. (Chamber of Commerce) of Reggio

Emilia (Italy). The arbitrators shall decide

according to the law and respecting the

principle of cross examination. The award must

be decided upon within 90 (ninety) days from

the date of acceptance of the last arbitrator. The

arbitration site shall be Reggio Emilia (Italy).

11. Validity of each condition

The aforementioned general sales conditions

are not to be considered in any way clauses

of form. These conditions are effective to all

intents and purp ses and faithfully represent the

contractual will of the parties.

Shade of products if purely indicative.

The company reserves the right to change

the packaging of products at its discretion.