General conditions of sale

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A-PROCEDURES FOR CONCLUSION OF THE CONTRAC

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A.1 These General Conditions of Sale regulate every Sales contrac

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between the Seller and the Buyer and any modification or exceptio

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has to be agreed in writing

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A.2 Any offers, credits and/or discounts agreed by agents or by other

intermediaries are not considered valid unless confirmed in writing

by the Seller.

A.3 The Buyer sends the Seller, directly or through agents, written

Orders that must contain an indication of the codes of the Product

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required, the quantities, their price and the destination. The Order

sent by the Buyer is irrevocable.

A.4 The Sales contract shall be considered as concluded when: (i)Th

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Buyer receives from the Seller a written Confirmation by e-mail,

fax or other telematic means, in compliance with the terms an

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conditions of the Order; or (ii) in the event of Confirmation sent b

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the Seller containing conditions different from the Order receive

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from the Buyer, when the latter accepts it in writing or, in any case,

if it does not dispute it within seven (7) days from receipt; or (iii

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in the absence of a written Confirmation from the Seller, when th

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Products have been delivered and loaded by the Buyer.

B-PRICE

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B.1 Unless otherwise agreed in writing, the sales prices agreed on eac

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occasion are considered as net, in cash and with delivery ex Seller’s

works indicated in the Sales contract.

C-PRODUCT CHARACTERISTIC

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C.1 The Buyer declares to have read and to accept the contents of th

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following documentation published, together with these General

Conditions of Sale, on the company website-technical schedule:

1) Advice and recommendations for Cleaning and Laying and 2)

Technical Data

C.2 Given the intrinsic variability of the ceramic product, th

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characteristics of the samples and/or models sent previously by

the Seller to the Buyer are to be considered as indicative and not

binding.

C.3 Subject to specific requests to be agreed before the Orde

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Confirmation, the Seller does not guarantee that the order of a singl

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article is entirely processed with the same production batch.

D-DELIVERY TERM

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D.1 The terms for delivery are to be considered as indicative and thei

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extension cannot give the Buyer any right, without exceptions, t

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claim for compensation

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D.2 If the Buyer has not collected the material once ten (10) days from

the date of notification of ready goods have elapsed, the Seller

reserves the right to establish, at its own discretion, a new delivery

term.

E-RETURN AND SHIPMEN

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E.1

Any variation in the destination of the Products, different from tha

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agreed upon in the Order Conformation, must be communicate

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by the Buyer in writing within, and not later than, the second da

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before that scheduled for collection at the Seller’s premises. Th

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Seller reserves the right not to accept the variation in destination

of the Products. In the event that the effective destination of th

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Product is different from that declared by the Buyer, the Selle

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reserves the right to suspend the execution of the pending supply

and/or to terminate the pending contracts without the Buyer bein

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able to claim for direct and/or indirect compensation of any kind.

E.2 Unless otherwise agreed, the supply of the goods is considered a

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Ex-Works and that applies also when it is agreed that the shipmen

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or part of it is under the care of the Seller on behalf of the Buyer. I

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all events, the risks pass to the Buyer at the latest upon delivery t

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the first Carrier or to the Buyer itself

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E.3 The Buyer undertakes to ensure that the means of transport sent t

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the Seller’s warehouses is suitable for loading with regards to the

nature of the Products. In the event that the means of transport

used presents significant difficulties for the loading operations, the

Seller reserves the right to charge a penalty of 4% of the value of the

products to cover the greater logistical costs. If the agreed means

of transport is absolutely not suitable, the Seller reserves the right

to refuse the loading operations without it being possible the Buye

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to make any request of by way of compensation for any direct and

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or indirect costs that may arise

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E.4 It is the Buyer’s responsibility to instruct the Carrier to check th

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products before loading; any remarks regarding the intact conditio

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of the packages and the correspondence of the amounts loade

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with those indicated on the transport document must be made by

the Carrier or driver when loading. Said remarks must be indicated

on all copies of the transport documents, otherwise the Products

loaded will be considered to be sound and complete. It follows tha

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the Seller does not assume any liability with relation to Produc

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shortages or damages not reported by the Carrier or driver

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E.5 It is also the Buyer’s responsibility to instruct the Carrier or driver to

check the method and stability of the load on the means of transpor

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so that no breakages occur during the transport and that all safet

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provisions regarding road transport are complied with

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F-PAYMENT

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F.1 Any payment obligation must be fulfilled at the Seller’s registered

office. Any payments to agents, representatives or sales personne

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are considered as not made, unless expressly authorised

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F.2 Any stamp duty and costs for collection of bills of exchange and

drafts are at the Buyer’s charge. In the event of non-performance

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also partial, interest in arrears to the amount provided for by Leg

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Dec. 09.10.2002 no. 231 shall accrue for the Seller’s benefit from the

day scheduled for payment

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F.3 Unless otherwise agreed in writing, the Buyer undertakes not t

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offset any credit, however arising, with regards to the Seller

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G-CLAIM

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G.1 Upon receipt of the Products, the Buyer shall subject them t

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an accurate check through a visual examination carried out in

compliance with the indications set out under point 7 of the UNI EN

ISO 10545-2 standards

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G.2 The installation and laying of the Products must be carried out

strictly following the recommendations relating to the activities

to be performed before and during the installation, as indicated i

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document 1) Advice and recommendations for Cleaning and Laying

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and on the product packaging and/or inside it. Product flaw

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caused by incorrect installation and failed/incorrect maintenanc

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(differing from the indications provided in document 1) Advice and

recommendations for Cleaning and Laying), by a non-appropriat

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intended use and/or by normal wear over time, shall not b

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recognised

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G.3 Without prejudice to the limits of acceptability provided for by the

international EN 14411 (ISO 13006) standard, the Parties recognise

as Apparent Flaws defects in the Products detectable upon thei

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receipt such as to make the material unsuitable for use or to

significantly diminish its value. Defects as defined in document 1)

Advice and recommendations for Cleaning and Laying published o

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the Seller’s website come under this category. By way of example

and not in exhaustive terms, surface defects, decoration defects

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defects in lapping/polishing, calibre, flatness, orthogonality

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straightness, thickness, cracks, chipping, different tones, mixe

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tones and Products that have problems in the cut/flakes ar

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recognized as Apparent Flaws

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G.4 In the event the Buyer detects Apparent Flaws, it must make

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claim to the Seller in writing, under penalty of forfeiture, withi

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eight (8) days from receipt and keep the entire batch of materia

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available for the Seller. The claim must indicate all the invoicin

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data and a precise description of the flaw reported, accompanied

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where possible, by photographs. If the claim turns out to b

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groundless, the Buyer shall arrange to refund the Seller for th

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costs borne for any inspection (expert reports, travel, etc.)

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G.5 Concealed Flaws must be notified to the Seller by means of

a

registered letter with acknowledgement of receipt, under penalt

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of forfeiture of warranty, within eight (8) days from the date o

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discovery of the defect

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G.6 The Buyer’s direct action to make use of the warranty for flaw

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must occur within the term of twelve (12) months starting fro

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the date of delivery of the Products

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H-WARRANTY FOR FLAWS

H.1

The Seller’s warranty is considered as limited to first-rate Products

only and not to second-rate ones or bargain consignment

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with special prices or discounts when duly noted in the Orde

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Confirmation

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H.2 The Seller does not guarantee the suitability of the Products fo

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particular uses, but only the technical characteristics publishe

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on the website of document 2) Technical data. The intended use

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also when presented by the Seller in catalogues and manuals

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is to be considered as purely indicative. On the basis of th

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technical characteristics indicated in 2) Technical data, it i

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always the responsibility of the designer to assess the suitabilit

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of the Product under the specific conditions of use with relatio

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to the stresses and variables that can occur in the context of th

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intended use, altering its characteristics: by way of example, th

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intensity of traffic, the nature of the traffic, (treading with san

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present, detritus, ….), any adverse climatic conditions and an

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other random conditions to which the material could be exposed.

H.3 In the event it is ascertained that the Product has Apparent

Flaws, as defined in section G no. 3, the Seller shall arrange fo

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the replacement of the defective Product with another with th

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same or improved characteristics, or if this is not possible, for

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fair reduction in the price. Alternatively, the Buyer shall have th

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right, subject to the return of the flawed Products, a refund of th

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price paid, increased for the cost of transport, with the exclusio

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of compensation for any other direct and/or indirect damage

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H.4 The Seller’s warranty must be considered as excluded in the event

that the Product affected by Apparent Flaws (in whole or in part

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has been laid and/or in any way transformed, it being considere

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in that case that the Buyer (or its customer) has expressed th

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wish to accept the Product as is

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H.5 In the event that it is ascertained that the Product shows Concealed

Flaws, the Seller’s warranty is limited to the replacement of th

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material with another with the same or improved characteristic

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and, where this is not possible, to a refund of the price pai

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increased by the cost of transport. In all events, the Seller’

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warranty for any direct and/or indirect damage originating in an

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way as a result of the defective product, shall be considered a

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limited to a sum that may not exceed double the sale price applied

by the Seller in relation to only the part relating to the defectiv

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supply.

H.6 In the event the Buyer resells the Product to individuals or entitie

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protected by the consumer code (Legislative Decree no. 206/2005)

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it shall be responsible for the conditions applied if differing fro

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those indicated and must ensure that the consumer’s rights are

exercised in compliance with the remedies and terms establishe

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by the code. In the event the conditions apply, the Buyer’s righ

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of recourse and/or redress regarding the Seller/producer may not

exceed the exceptions and limits as established by section G no. 1

and section H no. 5

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I- SOLVE ET REPETE AND TERMINATION CLAUSES

I.1

Pursuant to art. 1462 of the Italian Civil Code, the Buyer may, for

no reason, including for Product flaws or defects, suspend or dela

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payment of the collected Product, subject to the right to debi

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what it can demonstrate to have unduly paid

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I.2 In the event of a change in the Buyer’s economic and financia

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situation or of the failed payment, also partial, of the product

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already supplied, the Seller may suspend the performance of the

pending supplies without the Buyer being able to claim for direc

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and/or indirect compensation of any kind

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L-FORCE MAJEURE

L.1 Each party may suspend the performance of its contractual

obligations when said performance becomes impossible o

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objectively too costly as a result of an unexpected impediment

outside of its control, such as, for example: strike, boycott,

protest shutdown, fire, war, civil war, revolts or revolutions

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requisitions, embargo, energy blackouts outside of the control of

users, extraordinary machinery breakdown, delays in the deliver

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of components or raw materials.

L.2

The party that wishes to make use of this clause must immediately

inform the other party in writing of the occurrence and terminatio

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of the circumstances of force majeure.

L.3 If the suspension due to force majeure lasts for more than sixt

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(60) days, each party shall have the right to terminate thi

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contract, subject to notice of ten (10) days to be communicated t

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the other party in writing

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M-SELLER’S TRADEMARKS AND DISTINCTIVE SIGNS

M.1 Use of trademarks, ornamental models and intellectual property i

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general, in whatever form or mode of expression (such as, by way

of example and not in exhaustive terms: images, photographs

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drawings, films, figures, structures, etc.) constituting the Seller’

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intellectual property, through any means (such as, by way of

example and not in exhaustive terms: press, video, radio, internet

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social media, instantaneous messaging platforms, etc.) is strictl

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forbidden. Any exception to this prohibition, also only partial

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must be authorised in writing, case by case, by the Seller’s

General Management.

N-LANGUAGE OF THE CONTRACT, APPLICABILE LAW,

JURISDICTION AND COMPETENCE

N.1 The Contract and these conditions are drawn up in Italian, whic

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shall be the version referred to in the event of divergence from a

translation in other languages

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N.2 Any dispute arising in any way relating to the supplies is subjec

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to the law and jurisprudence of the Italian State and territoria

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competence is assigned exclusively to the Court of Reggio Emilia

in whose district the Seller has its registered office

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