GENERAL TERMS OF SALE

CONDIZIONI GENERALI DI VENDIT | CONDITIONS GÉNÉRALES DE VENTE | TÉRMINOS GENERALES DE VENTA

1 CONTRACT REGULATIONS

These general conditions, subject to amendments or exceptions agreed in writing, regulate all sales contracts between RAK Ceramics Distribution Europe S.R.L. and the Purchaser.

Changes in the general terms of sale, quotations, credits or discounts given or granted by our agents or other brokers are not valid if not accepted in writing by authorised entities at our

registered office. In any case, the general conditions in force at the time of contract signing are considered applicable.

These general conditions do not concern and do not regulate online sales of RAK Ceramics Distribution Europe S.R.L. products.

2 SCOPE OF THE SUPPLY

The supply includes only the materials, services and quantities specified in our order confirmation. The text of the RAK Ceramics Distribution Europe S.R.L. order confirmation will in any

case supersede any other different quotation or order text.

3 ORDER CONFIRMATION

If individual elements of the RAK Ceramics Distribution Europe S.R.L. order confirmation contain differences with respect to previous agreements or to the order, the Purchaser who has

not submitted a complaint within seven days of receiving our confirmation is understood to have accepted it as it was written. In particular, the unconditional acceptance of the order

confirmation implies, by express contractual agreement, the acceptance of the general conditions listed in such order confirmation.

The customer undertakes to notify RAK Ceramics Distribution Europe S.R.L. of any change in the place of destination of the goods, if different from the venue mentioned in the order

confirmation, no later than on the day scheduled for goods collection from RAK Ceramics Distribution Europe S.R.L., by sending, by post, fax or e-mail, the identification details of the

recipient of the goods and/or of the required delivery destination. Failing such notification, the destination originally indicated is intended to be confirmed.

4 PRICES

The prices indicated in the RAK Ceramics Distribution Europe S.R.L. price lists are not binding: we therefore reserve the right to change them before accepting the order. The prices

agreed for each individual sale are net amounts and refer to cash payments for delivery ex works, unless otherwise agreed in writing. If, between the ordering date (even after the order

confirmation) and the delivery date, increases should intervene in the costs of raw materials, labour, fuel, production costs, transportation costs etc., RAK Ceramics Distribution Europe

S.R.L. may increase the agreed price by giving written notice to the Purchaser also by fax or e-mail.

5 DELIVERY

Sales are always on an ex-works basis from RAK Ceramics Distribution Europe S.R.L.. The goods travel at the Purchaser’s own risk and all our liability shall cease upon their handing over

to the carrier, against whom the Purchaser, having performed the required checks, must file any complaints. Shipments, by sea or by land, for deliveries of supplies abroad, are made

according to terms agreed from time to time, contained in the “Incoterms” approved by the International Chamber of Commerce.

6 DELIVERY TERMS

The terms of delivery are quoted for guidance only; any delays in delivery, interruptions, total or partial suspensions of supplies will not entitle to any indemnity or compensation for

damages unless otherwise agreed in writing.

In any case, damages resulting from actions not attributable to RAK Ceramics Distribution Europe S.R.L. will not be refundable.

7 SAMPLES

The data, images, videos, etc., shown in the catalogues, in the illustrative, informative and/or advertising material of RAK Ceramics Distribution Europe S.R.L., as well as the

characteristics of the samples and models sent by it to the Purchaser, have solely illustrative purposes and are not binding on

RAK Ceramics Distribution Europe S.R.L.These data have no binding value except to the extent that they have been expressly mentioned as binding in the offer or written acceptance by

RAK Ceramics Distribution Europe S.R.L..

8 PAYMENTS

Invoices by RAK Ceramics Distribution Europe S.R.L. are issued on the day of the supply; the indicated net amounts must be paid upon the agreed deadline. Any and all payment

obligations between the contracting parties must be fulfilled to the main office of RAK Ceramics Distribution Europe S.R.L.. Any payments made to agents, representatives or sale

assistants of RAK Ceramics Distribution Europe S.R.L. shall not be deemed finalised until the corresponding amounts are received by RAK Ceramics Distribution Europe S.R.L..

Payment must be made, unless otherwise agreed in writing, at the time of delivery and to the designated banking institute of RAK Ceramics Distribution Europe S.R.L.. Any delay or

irregularity in the payments gives RAK Ceramics Distribution Europe S.R.L. the right to suspend supplies and/or terminate the existing contracts, even if not related to the payments in

question, as well as the right to compensation for any damages.

In any case, RAK Ceramics Distribution Europe S.R.L. has the right - starting from the payment due date and without a formal notice being needed - to default interest up to the extent

provided for by the Italian Legislative Decree no. n. 231 dated 09/10/2002. Non-fulfilment, even if only partial, will result in an acceleration clause for the client; default interest on the

unpaid amount will start to apply from the day of delivery, even if the payment deadline was agreed to be at a later date.

No dispute or controversy concerning the quality of the goods, faults or defects, and/or any other aspect of the contract may be taken into consideration, initiated and/or operated,

unless after full payment of the price (solve et repete clause). Offsetting with any credits, however they may be arising, due by RAK Ceramics Distribution Europe S.R.L. is not allowed.

9 GUARANTEES AND CLAIMS

The quality of the ceramic material is defined on the basis of the current international regulations applicable to the corresponding product class.

RAK Ceramics Distribution Europe S.R.L. guarantees only the goods supplied as first choice material. Claims relating to goods of other grades than first choice (B choice, commercial,

second, third, secondary or stock grades, etc.) will not be taken into consideration and/or accepted, nor is any implicit or explicitly guarantee granted on any such materials. The

Purchaser is requested to check the goods in terms of quality and quantity no later than

8 (eight) days from receiving them, otherwise all rights will be forfeited.

Any material that is found faulty must be kept available for RAK Ceramics Distribution Europe S.R.L. to carry out any checks that may be deemed appropriate; any further action (return,

repair, or others) must be authorised in writing in advance. Complaints and requests of service under the guarantee after installation will not be considered and/or accepted if the

claimed defects were obvious (e.g. dents, dimensional defects, differences in colour shades, etc.). Please note that first choice material may contain up to 5% defective tiles and that the

colour shade of the material supplied may differ from the sample on display, since ceramic has an inherently variable appearance. Complaints regarding faults or hidden defects must be

formally submitted in writing no later than 8 (eight) days after detection and, in any case, any action under the guarantee must be taken within one year after delivery, according to the

law. The relevant notice must contain, in addition to the billing information, an accurate description of the defect, and an estimate of the product repair or modification costs; failing this

information, the claim will not be accepted.

Should the claim be found groundless, the Purchaser will have to refund to RAK Ceramics Distribution Europe S.R.L. all expenses incurred to investigate the claim (travel, assessment,

legal fees, etc.).

RAK Ceramics Distribution Europe S.R.L.’s obligation is, in any case, only limited to the replacement of defective parts or to their repairing, other claims being expressly excluded such as,

but not limited to, any costs for removal and rearrangement of furniture, equipment, machinery, etc., lost profits due to down-time, inconvenience, indirect damage, etc. The presence

of defective tiles does not affect the quality of the supply as a whole, nor does it

entail any obligation of replacement in full.

The time limit related to the duration of the guarantee is established by the Italian Civil Code.

10 RETENTION OF TITLE

The retention of title clause is applied to the sale of goods; therefore, in the event that payment, due to contractual agreements, must be made in whole or in part after delivery, the

delivered products shall remain the property of RAK Ceramics Distribution Europe S.R.L. until full payment of their price.

11 CONTRACT TRANSFER

The purchaser may not assign the contract or any single obligations resulting from it without the written acceptance of RAK Ceramics Distribution Europe S.R.L.; also in this case,

however, the Purchaser shall remain jointly liable with the assignee in regard to the assigned obligations.

12 INDUSTRIAL PROPERTY AND SELECTIVE DISTRIBUTION - LIMITS TO RESELLING

RAK Ceramics Distribution Europe S.R.L. is the owner and lawful holder of exclusive rights relating to trademarks, drawings and invention patents. In order to best guarantee the

observance of the exclusive rights of RAK Ceramics Distribution Europe S.R.L., as well as to meet the expectations of end consumers regarding the expected quality, RAK Ceramics

Distribution Europe S.R.L. manages its product supplies through a selective distribution system. The supplies received from RAK Ceramics Distribution Europe S.R.L. and its authorised

selective sales points are intended for installation at the end user and no other form of re-sale to other commercial intermediaries other than end users is allowed, unless prior written

authorisation is obtained from RAK Ceramics Distribution Europe S.R.L.. Any sale of goods in violation of this prohibition must therefore be considered not allowed and equated to the

unlawful use of the industrial and intellectual property rights of RAK Ceramics Distribution Europe S.R.L., subject to the the right of RAK Ceramics Distribution Europe S.R.L. to request

seizure of the goods from any holder.

In particular, it is forbidden to sell online and/or through similar distribution channels, unless this is previously authorised in writing by RAK Ceramics Distribution Europe S.R.L., as well

as to sell to parties who use this distribution channel. A retailer who becomes aware of such sales practices must immediately suspend supplies and notify RAK Ceramics Distribution

Europe S.R.L. in writing. Failing this, the retailer will be held jointly liable towards RAK Ceramics Distribution Europe S.R.L. for damages, indemnities etc.

RAK Ceramics Distribution Europe S.R.L. reserves the right to take legal action against anyone involved in unauthorised sales.

13 CONTRACT LAW - JURISDICTION

This contract is governed by the Italian law, including industry-specific common practice in the Province of Modena. For any dispute arising from the supply contract, initiated either by

RAK Ceramics Distribution Europe S.R.L. or by the Purchaser, the Court of Modena shall have exclusive jurisdiction and any other court will be excluded.

In any case, RAK Ceramics Distribution Europe S.R.L. is entitled to bring cases before other judicial authorities.

14 SAFETY OF THE LOGISTIC CHAIN

RAK Ceramics Distribution Europe S.R.L., in order to guarantee international logistic safety, requires its customers to comply with standard requirements to guarantee the safety of

contract goods and to ensure compliance with AEO - Authorized Economic Operator - Customs regulations throughout the European Community. The customers of RAK Ceramics

Distribution Europe S.R.L. undertake to guarantee that the goods handed over or delivered are shipped or transported, stored, prepared and loaded in safe premises and in safe loading

and shipping areas, protected against unauthorized tampering, using only authorized and appropriately trained internal personnel.

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