GENERAL SALES CONDITIONS of 1st January 2021

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 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 Ceramiche Caesar SpA 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.

Collections 2025

444