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General sales conditions

A.- CONTRACT COMPLETION

A.1.- These general sales conditions govern every sales contract be-

tween 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 con-

firmed 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.

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 con-

firmation, 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 confir-

mation, 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 par-

ties 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 commu-

nication 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, consid-

ering 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 compensa-

tion 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 con-

cerning 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, other-

wise 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 infor-

mation 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) Lay-

ing, 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, su-

perficial defects, decoration defects, defects concerning polishing,

dimensions, surface flatness, straightness of sides/rectangulari-

ty 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 mate-

rial 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 specifica-

tions 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 in-

tensity, 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 characteris-

tics; should this not be possible, the Seller shall apply a signif-

icant 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 compensa-

tion 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/manufactur-

er, the said action shall take into account or go beyond the exemp-

tions 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 ac-

count 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

Rev.1a of 1st January 2018

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, de-

lays 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 coun-

terparty 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 ex-

ample, 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 prohi-

bition, 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.