General conditions of sale

CONDIZIONI GENERALI DI VENDITA / CONDITIONS GÉNÉRALES DE VENTE / ALLGEMEINE GESCHÄFTSBEDINGUNGEN /

CONDICIONES GENERALES DE VENTA / ОБЩИЕ УСЛОВИЯ ПРОДАЖИ

EN 1. CONTRACTUAL REGULATIONS

These general conditions, unless modifications or dispensations are agreed

in writing, regulate all sales contracts between Ascot Gruppo Ceramiche S.r.l.

and the Purchaser. Changes to the general conditions of sale, offers, credits

or discounts agreed by our agents or other intermediaries are not valid unless

accepted in writing by our head office. If one or more parts of these conditions

should be found to be invalid, the general conditions shall remain valid generally;

the invalid parts shall be replaced with arrangements as close as possible to

the original will of the parties. Any offer, all order acceptances and any delivery

by the seller is understood to be made under these conditions, except with

express written dispensation by the Seller itself; acceptance of such offers and

acceptance of delivery by products from the Seller therefore implies acceptance

by the Purchasers of these conditions, supplemented by any additional written

arrangements between the parties.

Fulfilment of the sale agreement is considered by convention to take place at the

Seller’s premises.

2. SUBJECT OF THE SUPPLY AGREEMENT AND ORDER CONFIRMATION

Illustrations and descriptions in catalogues and price lists, all our publications,

as well as any samples provided, are not binding but provided purely for the

purposes of information and comparison.

Product dimensions are nominal and, particularly for hard glazed porcelain

and porcelain stoneware floor tiles, are subject to applicable tolerances. The

colours of the materials shall always be understood to be approximate, and any

differences in shade shall not be considered material defects and no complaints

shall be raised in this regard. Measurements, weights and specifications given

in our price lists shall be considered approximate. The supply shall include

only the materials, services and quantities specified in the order confirmation

or in other written communications from the Seller. The text of the Seller’s

order confirmation shall take precedence in all cases over differing text in any

offer or order. Orders not confirmed in writing shall under no circumstances

be considered accepted, except in the event of performance by the Seller

through written notification that the goods are ready or have been shipped,

or through delivery of the products. Partial performance of the order without

prior confirmation does not mean approval of the entire order, but rather partial

approval with regard to the goods delivered. In this case, the delivery of the goods

to the carrier shall equate to acceptance of the new contractual offer by the

Purchaser.

Goods ordered by mistake or in excess quantities by the Purchaser, like those

which remain unsold, shall not be collected by the Seller.

3. DELIVERY

Delivery is considered made FOB Seller’s premises in Solignano di Castelvetro

(Modena), Italy. Goods always travel at the Purchaser’s risk, and the Seller

shall bear no responsibility therein after handover to the carrier. The Purchaser

therefore bears the risk of any breakages, tampering with and/or deterioration

of goods. Shipments via air or land concerning foreign supply contracts shall be

made on the basis of conditions chosen on a case-by-case basis, as specified in

the “Incoterms” approved by the International Chamber of Commerce.

4. DELIVERY DATES

The date established for delivery of the goods shall be understood to be in favour

of both parties. Delivery dates are only approximate and not mandatory. Any

delays in deliveries, interruptions, or total or partial suspension of supplies shall

not give the Purchaser the right to cancel orders or demand compensation for

direct or indirect damages.

The Seller expressly reserves the right to make partial deliveries for each order

where required. When modifications are made to the contract, deadlines shall be

extended for a period equal to that initially established. In the event of delivery

days exceeding 30 days, the Purchaser may, after providing formal notice, reject

further deliveries and withdraw from the contract as regards the portion of

products not yet delivered. In the event of withdrawal from the contract for the

undelivered portion due to such a delay, payment shall be required only for the

products actually delivered; no further compensation or indemnity shall be due.

5. FORCE MAJEURE

The Seller shall not be liable to the Purchaser for any non-fulfilment caused

by events beyond its reasonable control such as, by way of example only,

non-delivery or late delivery of raw/semi-finished materials by suppliers, faults

in plant systems, strikes and other trade-union action, interruption of energy

supplies, suspension of or problems with transportation. Any event classified as

force majeure shall cause the suspension of the period taken into consideration

for the delivery deadline for its duration. If, consequent to an event classified

as force majeure, the contract cannot be fulfilled within 60 days of the agreed

deadline, each of the parties shall have the ability to withdraw from the contract.

In this case, notification of withdrawal must be sent to the counterparty by

means of recorded delivery with advice of receipt, or else using the Italian “PEC”

certified email system, no more than ten days following the expiration of the

aforementioned 60-day period; reciprocal rights to compensation or damages

remain excluded.

6. PRICES AND PAYMENT TERMS

The prices specified in the applicable catalogues are ex-works (EXW); as such,

any other expenses related to shipping, delivery and/or transportation are the

sole responsibility of the Purchaser. Prices are net of applicable VAT, which

must be paid as specified on the invoice. The place of payment is set as our

Administrative Headquarters in Solignano di Castelvetro (Modena), Italy, including

in the case that bank guarantees, drafts, credit notes or promissory notes are

issued: any waiver to the above shall be valid only if granted by ourselves in

writing. Delayed payment of our invoices, even partial, beyond the agreed due

date, shall give rise to automatic addition of default interest, calculated pursuant

to the provisions of Italian Legislative Decree no. 192 of 9 November 2012;

delayed or non-payment of invoices – even partial, and for any reason – shall

allow the Seller to demand payment in advance for remaining invoices, without

prejudice to any other action, or alternatively, the right to suspend the supplies or

terminate contracts in progress, even if not relating to the payments in question,

as well as the right to compensation for any damages. The Seller may not make

compensation with any credits towards the Seller, however they may have arisen.

For the purposes of invoicing, the list prices in force on the day of delivery shall

apply. In the event of a change in prices between the order confirmation and

the day of delivery, the Seller has the right to adapt the agreed prices to the new

situation. However, should this price exceed that agreed at the time the order was

placed by at least 20%, the Purchaser may withdraw from the contract by sending

written notification by recorded delivery with advice of receipt, or else using

the Italian “PEC” certified email system, no more than ten days from receipt of

notification of the price increase. If such notification is not received, the new price

shall be considered accepted.

7. SOLVE ET REPETE

No complaint or dispute regarding the quality of the goods, defects or any other

aspect of the contract shall be effective or be taken into consideration, and thus

no action may be started, except following full payment of the agreed price.

8. RETENTION OF TITLE

In the event that all or part of the payment is to be made after delivery, as agreed

in the contract, the products delivered shall remain the property of the Seller until

full payment has been made. Goods subject to retention of title must be stored

separately by the Purchaser and identified as the Seller’s property. The Seller may

not sell outside of its normal commercial relationships, or deliver to third parties,

pledge or in any way dispose of the products subject to retention of title by the

Seller; they must also inform the Seller in a timely manner of any rights that third

parties may have acquired over the goods themselves. In the event of default by

the Purchaser, the Seller may, without the need for further formalities, including

notification of default, collect the goods subject to retention of title, while

retaining the right to make use of any other appropriate judicial remedy.

9. GUARANTEES AND RELIEF

The products manufactured by the Seller are compliant with current UNI-DIN-EN

standards. Our warranty is limited to first grade products. Any guarantee against

defects is therefore expressly excluded for second and third grade products or

stock, and for occasional batches. Such materials are sold as seen. First-grade

materials are guaranteed to comply with the ISO standards in force at the time

of sale, with a tolerance of 5% (five per cent); the colour of the material supplied

may differ from any samples provided, as ceramics are intrinsically variable in

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