GENERAL SALES CONDITIONS

of 1st January 2021

GB

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.

A.5 - The Buyer shares the need to restrict

the sales of Caesar Ceramiche products to

the national territory. The Seller deems this

rule necessary in order to coordinate its sales

policy, streamline its distribution network and

provide offers that are suited to the needs of

the single countries. The Buyer acknowledges

that this rule is also in its best interest. The

Buyer therefore undertakes to market the

products supplied by Caesar Ceramiche S.p.A.

exclusively in its country of residence, refraining

from promoting active sales, even online, with

customers located in the territory of a country

different from its own. As regards triangular

operations, this undertaking applies to the

country in which the buyer actually operates.

The Buyer may resell the product outside its

territory only with written authorisation from

the Seller, or if the sales concern non first-grade

products or products that are out of production

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, by way of a non-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, 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 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 Modena, the town

in which the Seller has its registered office, shall

have sole local jurisdiction.

Handbook

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