92

INFO

MARCA CORONA

CONTRACT

93

General sales conditions.

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 com-

plies with the terms and conditions of the order; or (ii) if the con

firmation 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 con

firmation, 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 deliv-

ery 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 follow-

ing 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 prod-

ucts, 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 exe-

cution 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 - In-

coterms 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 con-

tract, the Seller shall not be indicated as “shipper” on the bill of lading. The com-

munication 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 communica-

tion be taken to be the VGM (Verified Gross Mass).

E.4.- The Buyer undertakes to ensure that the vehicle sent to the Seller’s ware-

house is suitable for the loading operations, considering the nature of the prod-

ucts. 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 docu-

ments, 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 dam-

aged 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 dam-

age 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 pay-

ment, 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 stand-

ards.

G.2.- The products must be installed and fitted strictly respecting the recommen-

dations 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 miss-

ing/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 internation-

al 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 cut-

ting 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 in-

dicative, 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 ma-

terial may be exposed.

H.3.- In the event that identifiable product faults are ascertained, as de-

fined 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 su-

perior 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 sus-

pend 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 declar-

ing 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, em-

bargo, power blackouts, extraordinary breakage of machinery, delays in the deliv-

ery 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, by way of a non-limiting example, drawings, tables, doc-

umentation, 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 ex-

ample: images, photos, drawings, videos, shapes, structures, etc.) constituting the

Seller’s intellectual property, through any means (such as, by way of a non-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 manage-

ment.

P.- CONTRACT LANGUAGE, APPLICABLE LAW, JURISDICTION AND AU-

THORITY

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 Modena, the town in which the Seller has its

registered office, shall have sole local jurisdiction.