Ceramiche Grazia

General sales conditions

Premise: in the following text Ceramiche Grazia S.p.A. will be designated “Seller” and the contractual counterparty “Buyer

”

1) - SUBJECT - The sale concerns only the materials and quantities specified in the order confirmation or in other written communications from the Seller

2) - CONTRACTUAL REGULATIONS - These general conditions, unless otherwise agreed in writing, govern all sales contracts concluded with the Seller an

concerning the products included in its catalogues. These conditions, a

ffixed to all the catalogues of the Seller with the list and the prices of the goods, are

understood to be known by the buyers, and therefore effective against them when they view the catalog. Any derogation from these general conditions

even if made at the initiative of the Seller’s agents, will be binding on the Seller only after its possible acceptance in writing and in any case limited to th

individual contract to which it refers

3) - ORDER CONFIRMATION - The contract of sale will be completed with the receipt by the Buyer of the Seller’s order con

firmation. Offers made t

customers by agents, brokers or other intermediaries and the order proposals submitted by them, will not bind the Seller until the express acceptance wit

the aforementioned order confirmation. This order con

firmation will prevail over the text of the offer or acceptance and will be binding on the purchaser if

he has not objected to its conformity in writing within two days of receipt of

the order confirmation

4) - DELIVERY - the goods shall be deemed to have been sold “ex works” and the delivery shall be deemed to have been affected in the Seller’s premises te

days after noti

fication of the arrangement; or Failing this, at the time of return to the carrier or at the time of signature of the consignment note from that

moment all risks of the material shall be transferred to the Buyer. The Buyer must also bear the costs of storage and custody if the goods are deposited wit

third parties and are not picked up promptly: The delivery terms are intended to approximate: even those expressly declared peremptory are subject to the

tolerances of use and are extended as a result of events not attributable to the Seller. All shipments for railways and trucks will be made in assigned receipt

Shipments by sea and by land concerning supplies abroad will be made according to the conditions chosen from time to time approved by the International

Chamber of Commerce and subsequent changes (“Incoterms”)

5) - PRICES ARE INTENDED EX WORKS - Taxes, duties and expenses of all kinds are to be paid by the Buyer. The goods for billing and related payment

will be quanti

fied on the basis of the actual quantity supplied. The Seller may change the prices of the material in the event of higher increases of 10% i

labor and raw materials between the purchase of the order and delivery. The only place of payment is the Seller’s o

ffice, which has the right to accept bill

of exchange, bank cheques, drafts authorizations without this involvin

the novation of the original credit, prejudice to the confidentiality agreement, change in the derogation from territorial jurisdiction. No payments shall be

made to Agents, Representatives, or other persons other than the Seller, unless expressly waived in writing by the Seller on a case-by-case basis. An

delay or irregularity in payments shall entitle the Seller to terminate existing contracts or to suspend their delivery or to demand payment in advance, with

immediate forfeiture of the bene

fit of the time limit, even if the contract

are different, as well as the right to compensation for any damages without any right for the Buyer to make claims for compensation or otherwise. The

delay in payments, even partial, with respect to the terms of the contract or, failing that, the legal terms referred to in art. 4 of Legislative Decree 231/2002

will automatically run, without the need for late construction, the interest of the measure provided for in art. 5, paragraph 1 and 2, of DLGS 231/2002. It

will also be due to the seller the reimbursement of the costs of recovery of sums not paid in time as required by art. 6 of the same decree according t

the forensic fees in extrajudicial matters. If the sums are recovered in court, Articles. 633 and following of the c.p.c. according to the changes made by

Legislative Decree 231/2002.

6) - GUARANTEE - The Seller provides the guarantee only for the material of first choice with a tolerance of 5%; the guarantee for the second and thir

choice and for the stocks is expressly excluded. The possible differences in shades and the desired imperfections of the decorations are a characteristic

and a value of the artistic production, also the presence of cracks (craquelé) on the glazed surface is a phenomenon of artistic ceramics and tends to be

less evident with adequate cleaning. Defects and defects of the goods must be reported in accordance with the law and, if found and recognized by th

Seller, they will be entitled to replacement of the material. It is excluded the possibility of requiring the termination of the contract and compensation for

direct or indirect damages due to the lack of availability of the material during the period necessary for its replacement. The buyer is responsible for th

costs of transport, insurance and assembly of the material sent in replacement. The Seller remains the property of the replaced material which must be

returned to its premises within thirty days of the shipment of the new material. The goods that have already been laid and the goods that have been treated

with acid-based and therefore not adequate solutions are excluded from this warranty. The warranty regarding the use that will be made is always excluded

even if the Seller has provided opinions or suggestions

7) - CHARACTERISTICS OF THE MATERIAL - The color of the material, the thickness, the shape and the settings created and forming part of brochures,

price lists and other advertising material, are for illustrative purposes only and are purely indicative; are not binding on the Seller, which reserves the right to

modify them at any time according to its commercial and production needs. Concerning laying and cleaning of our products, please refer to the instructions

contained in this catalogue, which are intended to be binding for their correct maintenance and installation.

8) - PROHIBITION OF ACTION - The Purchaser cannot delay or suspend payments for any reason, even in the event of disputes or complaints, nor can he

bring legal proceedings against the Seller if he has not previously settled the debt in full

9) – RETENTION OF TITLE AGREEMENT - In case of sale and deferred payment, the Seller remains the owner of the material until the full payment of th

debt by the buyer

10) - CONTRACTUAL CHANGES - Any changes to these general conditions must be made in writing or confirmed by registered letter from the Seller.

11) - THE RESOLUTION OF DISPUTES - It is delegated to the jurisdiction of the Judicial Authority of Modena, without prejudice to the faculty of the seller to

appeal to the Judicial Authority of the place of residence or domicile of the Buyer. In case of supplies abroad, any disputes that may arise will be regulate

by Italian law

12) – TREATMENT OF PERSONAL DATA - Pursuant to art. 10 of the law of 31 December 1996 number 675, the Seller informs the Buyer that the personal

data provided by the Seller, or otherwise acquired by the Seller in the course of its activities also with companies offering commercial information services,

may be processed, in compliance with the aforementioned legislation and the obligations of con

fidentiality to which the Seller is bound. The processing

of personal data is their collection, registration, organization, storage, processing, modification, selection, extraction, comparison, use, interconnection,

blocking, communication, dissemination, cancellation and destruction or the combination of two or more such operations. The data in question will be

processed for purposes related to the activities of the Seller. In relation to the aforementioned processing, the Buyer may exercise the rights referred to i

Article 13 of Law 675/96. The provision of data, although not mandatory, is however necessary as strictly functional to the performance of the contract

governed by these general conditions of sale for which the lack of consent from the Buyer’s part to the processing of data will entail, where unavoidabl

for the quality of the data whose processing or consent to communication is denied, the termination of the contracts or the impossibility of giving effect to

them. The owner of the aforementioned treatments is Ceramiche Grazia S.p.A. with registered and administrative headquarter in Formigine (MO) Italy i

the person of the legal representative for the purposes of Law 675/96.