Etruria - Art Déco

General conditions of sale

1. CONTRACTUAL REGULATIONS: These general conditions, subject to modifications or waivers agreed in writing, govern all sales contracts between ETRURIA design S.r.l. and the Purchaser (customer). Variations in the general conditions of sale, offers,

credits or allowances agreed by our agents or other intermediaries, are not valid unless accepted in writing by our head office.

2. CUSTOMER’S ORDER AND ORDER CONFIRMATION: The customer’s order has the status of an offer to purchase irrevocable for the customer but not binding on ETRURIA, which reserves the right to accept or reject it after acquiring all the information about

the customer he considers appropriate. The sales contract is only finalised on receipt of ETRURIA’s written of order con

firmation by the customer. Any additions or modifications made to the order shall not be binding on ETRURIA itself, which may accept or

reject them without prejudice to the original order. The supply includes only the materials and quantities specified in the order confirmation. The text of the ETRURIA order confirmation shall prevail in any case over any differing text of the order. If, in the

ETRURIA order confirmation, there are differences in the individual elements comprising it, compared with the agreements or the orders, the customer is understood to have accepted our con

firmation as it was drawn up, unless an objection to it is made in

writing within 3 days of receipt of it. The customer undertakes to notify ETRURIA the variation of any information (company details, place of destination of the goods, transport company, if different from those quoted on the order confirmation, before the

day laid down for collection at ETRURIA’s premises. If no notification is received, the information originally shown shall be understood as tacitly confirmed. ETRURIA reserves the right to withdraw from the contract or to change terms of payment if, after

confirmation of the order, it receives commercial information concerning the customer which, in its opinion, makes ful

filment of the contract inadvisable; the exercise of this right does not attribute any right to compensation of any kind to the customer.

3. PRICES: The prices shown in the ETRURIA price-lists are not binding: we therefore reserve the right to modify them before acceptance of the order. The prices agreed upon for each individual sale are understood as net, for cash and for delivery ex-works,

subject to any different written stipulation. If there should be increases in costs of raw materials, labour, fuel, production or transport costs, etc. between the order date (even after the order confirmation) and the delivery date, ETRURIA may increase the

agreed price, giving written notification to the customer also by fax or email. However, if this price should exceed the price agreed at the time of order by 20%, the customer may withdraw from the contract by notifying us by registered letter of his desire

to do so within the deadline of 10 days from receipt of the notice of price increase. If he fails to do so, the price shall be

understood as accepted.

4. SHIPMENTS: Goods are always sold ex-works ETRURIA’s factory loaded on the means of transport provided by the customer or its carrier. Any involvement by the vendor in sourcing transport is solely on the customer’s behalf and in his interest, without

any responsibility. Any inclusion of the freight price in the selling price, sale “freight prepaid” or delivery to a warehouse indicated from the customer shall not constitute a waiver of this clause. All losses, damage or deterioration of the goods or packaging

for any reason or fact related to this, even if the vendor has been obliged to issue a warranty on the carrier’s request, shall therefore be for the customer’s account. The customer may not refuse to accept delivery of the goods for any reason.

5. DELIVERY TIMES: Delivery times are by way of indication only: any delays in delivery and interruptions and total or partial suspensions of supplies shall not give rise to an entitlement to refunds or claims for compensation unless otherwise agreed in writing.

6. SAMPLES: The images shown in the ETRURIA illustrative documents, as well as the characteristics of samples and models sent by ETRURIA to the customer, is of an approximately indicative nature. This data has no binding value except to the extent

to which they were expressly mentioned as such in ETRURIA’s offer or written acceptance. The customer acknowledges that products purchased against samples may differ from the sample in their visual characteristics in the same way and to the same

extent in which all ETRURIA’s output may vary.

7. PAYMENTS: ETRURIA’s invoices are issued on the day of supply and must be paid net on the agreed expiry date. Each and every obligation for payment between the contracting parties must be performed at ETRURIA’s head of

fice. Any payments made

to agents, sales representatives or assistants of ETRURIA are not considered to have been carried out until the relative sums have reached ETRURIA. Payment must be carried out, subject to any other written agreement, anticipated at the delivery, to the

bank indicated by ETRURIA. Any delay or irregularity in payment gives ETRURIA the right to suspend supplies or to terminate current contracts, even if they do not relate to the payments in question, as well as the right to claim any damages. ETRURIA is in

any case entitled – starting from the payment expiry date, and without the need for notice of default – to the interest on arrears

to the extent provided for by Italian Legislative Decree No. 231/02. In the case of non-fulfilment, even only partial, the interest on arrears for the unpaid amount shall start from the day of delivery even if the payment term was agreed on as a later

date. No objection or dispute referring to the quality of the goods or to flaws or defects or to any other aspect of the contract shall be valid and can be taken into consideration; in addition, no action may be started up until after payment has been made

of the entire amount of the price (solve et repete clause). Compensation to ETRURIA, with any credits, however they may have arisen, is not permitted. Any failure to make payments on the part of the customer authorises ETRURIA to appoint a lawyer to

collect the sums due immediately. Once the lawyer has been appointed, the customer must pay ETRURIA a sum equal to 30% of the entire debt, with a minimum of Euro 500,00, as all-inclusive refund of legal expenses, with no entitlement to receive a

statement of the costs.

8. GUARANTEES AND COMPLAINTS: The quality of the ceramic material is defined on the basis of the prevailing international regulations applicable to the corresponding product class. ETRURIA guarantees only goods supplied as prime quality. Complaints

relating to goods other than of prime quality (“B” quality, commercial, second, third, secondary, stock, etc.) shall not be taken into consideration, nor will any kind of guarantee be given, either implicitly or explicitly, on these materials. It is made clear that

the prime quality may contain defective tiles up to a limit of 5%. The customer acknowledges that there may be variations in the size, intensity, colour, shade or other visual characteristics of the goods, and that the absolute uniformity of these characteristics

is not guaranteed by ETRURIA. Therefore, claims about caliber, intensity, colour and tone differences won’t be accepted. The customer is obliged to check the goods in terms of quality and quantity within 8 days from receipt of the goods and, in the case

of a complaint, to give notification of this in writing; failure to do so will incur the forfeiture of all rights. The customer also forfeits his warranty rights if he fails to keep the material at ETRURIA’s disposal for the checks that it will consider suitable to carry

out; or if he uses the goods without being authorized in advance by ETRURIA in writing. Therefore, claims of laid material won’t be accepted. Complaints attributed to latent faults or defects must be formalized in writing within 8 days from their discovery

and, in any case, within 6 months from delivery; failure to do so will incur the forfeiture of all rights under the guarantee. If the complaint should prove to be unfounded the customer must reimburse ETRURIA for all the expenses

incurred for assessment (travelling expenses, surveys, etc.). ETRURIA’s obligation for defects in the goods is, in any case, limited to replacing the defective pieces only, with the express exclusion of any direct or indirect damage suffered by the customer.

The presence of defective tiles does not invalidate the quality of the entire supply, nor does it incur the obligation for its entire replacement. The time limits for the duration of the guarantee are as established by the Italian Civil Code. Claims of material that

meets the requirements (complying material) won’t be accepted.

9. RETENTION OF TITLE: Sale of the goods is carried out with the retention of title clause; therefore, if payment, by contractual agreements, must be carried out wholly or in part after delivery, the products delivered remain the property of ETRURIA until

the entire price has been paid.

10. TRANSFER OF CONTRACT: The customer may not transfer his position in the contract or in individual binding agreements deriving from this without ETRURIA’s written acceptance: also in this case the customer anyway remains jointly liable with the

transferee for the obligations transferred.

11. LIMITS ON RESALE: ETRURIA is the owner and legal holder of the exclusive rights to brand names, designs and patents. In order to guarantee full respect for ETRURIA’s exclusive rights, as well as the end consumers’ expectations with regard to expected

quality characteristics, ETRURIA manages the supplies of its products by means of a selective distribution system. Supplies sold by ETRURIA to its authorized selective sales outlets are designed for installation at the end user’s premises and no other form of

resale to further sales agents other than the end users is permitted, unless with ETRURIA’s prior written authorization. Goods that are re-sold in breach of this provision must therefore be considered as not permitted and treated as an unlawful use of ETRURIA’s

industrial and intellectual property rights, with ETRURIA’s right to ask for them to be seized at the premises of any holder. ETRURIA reserves the right to take legal proceedings against anyone who is involved in unauthorized re-selling.

12. PLACE OF JURISDICTION: The contract is governed by Italian law, including the customs of the sector in Modena Province. For any dispute that may in any case derive from the supply contract, either on the part of ETRURIA or on the part of the customer,

the Modena Court has exclusive competence. ETRURIA nevertheless has the right to resort to different judicial authorities.

13. SUPPLY CHAIN SECURITY: ETRURIA, in order to grant the security of the international supply chain, kindly asks its customers to comply with the security requirements laid down by AEO - Authorised Economic Operator – CUSTOMS - to safeguard the goods

in the European Community during the activities of the forward and reverse flows. ETRURIA customers undertake to meet the security and safety conditions during the operations of receiving, delivery, distribution, transport and storage, ensuring that the

goods are taken into delivery, stocked, transported, prepared and loaded in safe places and in safe loading and shipping areas, well protected against intrusion and manipulation, with the only employ of reliable, authorized and duly trained own personnel.