General Sales Conditions

Section 1. Contractual Regulations

1.1 – The General Sales Conditions, hereinafter referred to as GSC, are those applied by the Seller AMBIENTE SRL UNIPERSONALE to its trade relations with Buyers.

1.2 – In absence of dispensation, the contractual relationship between the Parties (Seller and Buyer) will be regulated by these GSC. Changes or additions to these General Terms and Conditions and any changes in the contractual terms agreed between the Parties may be taken only by written instrument and does not constitute novation of the contract, unless written contrary intention expressed. The dispensation to one or more provisions of these GSC should not be read broadly or by analogy and does not imply a willingness to waive the GSC as a whole.

1.3 – The commercial terms of current use, where used in these GST (Ex Works, FOB, CIF, etc..) are encoded and regulated under the name INCOTERMS 2010 by the International Chamber of Commerce.

1.4 – The adhesion to the purchase offers of the Seller, whether accompanied by a copy of these GSC, entails for the Buyer the rights and obligations arising from the GSC only, and possibly any written alterations and integrations. These rights and obligations, however, do not involve the assumption by Buyer of positions other than the buyer of the products of the Seller, with the express exclusion of the possibility of acting as an agent, promoter or broker for the same products.

1.5 – The GSC does not give the buyer the right to use in any form or in any way the brands or distinctive signs of the Seller, which may be affixed exclusively by the Seller on products sold, in accordance with rules, forms, colors and models it will decide in full autonomy and discretion.

Section 2. TRAINING AND CONTRACT PURPOSE

2.1 – The product offers made by agents, brokers and distributors of the Seller shall be binding only whether and insofar those will have been accepted by the latter.

2.2 – The conclusion of the individual sales contract occurs with the order confirmation that the Seller sends to the Buyer. The contract terms will be those specified in the order confirmation.

2.3 – The Seller’s offer shall be considered firm and irrevocable only when specified in writing. Therefore, the sending of information, descriptions and advertising about the products can not be considered as an offer, unless this is specified in separate documents.

2.4 – If the Seller intends to turn to financial institutions and / or factoring and / or SACE to ensure his credit or grant extended payment terms, the sales contract must be approved by these institutions. In the absence of such approval, the Seller reserves the right to modify the offer and / or these GSC, and propose a new contract to the Buyer.

2.5 – Whether in the country (or countries) of destination of the goods is required to fulfill the administrative and / or tax duties for the execution of each sales contract, or these GSC, those will be handled by the Buyer and at the expenses of the Buyer.


Section 3. SAMPLES, DRAWINGS AND TECHNICAL DOCUMENTS

3.1 – The technical, aesthetic, quantitative and qualitative characteristics of the products, as well as pricing and payment terms, will be considered binding if contained in the written offer or under acceptance of the Seller.

3.2 – In case the offer or acceptance of Buyer refers to a sample provided by Seller or Buyer, it must be specifically approved by both the Seller and the Buyer, unless it is the only piece supplied to the Buyer or the Seller. Where possible the sample will be characterized with signatures, stamps or hallmarks of the Seller and the Buyer. Whether the sample has been provided by the Buyer, unless he has also provided more detailed technical specifications, the Seller will respond to the conformity of the product only on the clear characteristics of the sample or the recognizable ones by his professional experience.

Section 4. WARRANTY

4.1 – The Seller guarantees that the supplied products conform to the agreed specifications. The warranty for defects is limited to:
• defects of products resulting from their design;
• defects in raw materials used for manufacturing;
• defects caused by deficiencies in the production process due to the Seller.
The warranty is not enforced if the Buyer does not give evidence of having properly used (i.e. used according to their relative function, or making changes or repairs not authorized by the Seller), and properly preserved the goods.

4.2 – The warranty lasts 12 months and runs from the time of delivery. After that time no claim can be asserted against the Seller.

4.3 – Following a regular complaint under the Section. 5 of these GSC, submitted by the Buyer in writing with request of assistance, the Seller must, according to the complaint, take one of the following measures:

a) provide to the Buyer, accordingly to the delivery terms agreed in the sales contract, products in the same quantity and of the same quality of those not complying with what designated o

b) Carry on the repair -free of charge- of the defective product himself or change the faulty one that does not comply as previously agreed, at the Purchaser’s place or at his factory, in any case all shipping charges will be paid by the Buyer.

c) pay to the Buyer the amount necessary to repair or modify the defective product, in compensation of damages;

d) state in writing the cancellation of the contract, offering to refund the price in return for the products supplied.

4.4 – The Buyer may require Seller to pay a fine calculated in accordance with Section 7 for each completed week of delay between the date of the complaint and the provision of replacement products under Section 4.3 (a) or their repair in accordance with Section 4.3 (b-c). Whether claimed by the Buyer, the above mentioned fine substitutes the one described in the following Section 7, but in any case it will not exceed 10% of the total price of the products in question.

4.5 – In case the Seller has not fulfilled his obligations under Section 4.3 (a) (b) (c) by the date the Buyer becomes entitled to the maximum fine according to the above mentioned Section, the Buyer may give notice to the Seller to replace or repair the nonstandard products within 5 days. If Seller does not fulfill the claim by that date, the Buyer may unilaterally declare the cancellation of this Agreement, concerning the nonstandard products.

4.6 – In case the contract is canceled under the Section 4.3 (d) or the Section 4.5, the Buyer shall be entitled, in addition to any amount paid or payable under the Section 4.4 in respect of reimbursement of the price and damages due to delay, to compensation for any further damage, up to a maximum of 10% of the price of the non-conforming products.

4.7 – Whether the Buyer accepts the non-conforming products, he will be entitled to a sum equal to the difference between the value that the goods would have had at the time and place of the delivery if they had been in accordance with the Contract and the value in the same place at the time of the acceptance of the products delivered. This sum, however, still can not exceed 15% of the price of those products.

4.8 – The warranty referred to in this section is the only one in force for defects and conformity, except as provided for delays on the basis of paragraphs. 4.4, 4.5, 4.6, 4.7. foregoing.

Section 5. COMPLAINTS

5.1 – The Buyer, under penalty of forfeiture of his right to invoke the warranty under the Section above, must submit a complaint to the Seller:

• for obvious defects and faults of conformity, i.e. those he detects as soon as he gets the goods, within 7 days from the time the goods were delivered at destination.

• for any hidden ones, i.e. those which could not be detected upon delivery or as a result of legal controls, no later than 3 months since the date of delivery.

In order to be considered admissible, complaints will be made by registered letter addressed to the Seller and / or by fax and it must include details of the defect or noncompliance declared and the request of the possibility to carry out any repairs or modifications and budget costs at the Buyer’s.

5.2 – If the complaint proves unfounded or only partially founded (for a percentage not exceeding 30%, compared to the allegations originally made), the expenses incurred by Seller in the investigation of the claims (travel, surveys, etc..) will be refunded by the Buyer.

Section 6. TECHNICAL REGULATIONS AND MANUFACTURER’S LIABILITY

6.1 – The Seller guarantees that the product was made on the basis of international technical standards. Any non-compliance with any applicable technical and quality standards in force in the final destination market, will be under the responsibility of the Buyer. Therefore the Seller will respond to damages to property or harm to people, arising from products sold only in case of proven gross negligence in the manufacture of the products themselves, but in any case will be liable for any indirect or consequential damages, loss of production or profits.

6.2 – The Buyer shall promptly inform the Seller of any claim asserted against the Buyer by his clients or third parties, concerning the products delivered or intellectual property rights regarding those. The Seller shall promptly inform the Buyer of any action that might involve the responsibility of the Buyer because of the product.

6.3 – Taking in consideration what previously said in the paragraph 6.1, the Buyer will hold Seller harmless from actions brought against him for damages resulting from the product, and will accept any calls relating to the dispute in the above mentioned controversies.

Section 7. DELIVERY

7.1 – Unless otherwise agreed in writing, placed in the respective sales contract, the shipment is EXW. The Buyer may, however, always instruct the Seller in writing to look after the transport of the product as proxy for it, while the remaining cost and risk of the shipment are assigned to the Buyer.

7.2 – In lack of express stipulation of terms of delivery, the Seller shall have 120 days to deliver the products, from the date of receipt of the order confirmation in writing by the Seller, as well as deposits or letters of credit possibly agreed.

7.3 – In case of delayed delivery, the Buyer will urge the Seller by certified letter with advise of delivery, and he will give him 15 working days from receipt of the above mentioned letter, within which the Seller shall deliver all items specified in the solicitation and not delivered yet. Only after such notification, if the Seller is in default, the Buyer may cancel the undelivered part of the order. However, any liability for total or partial damages resulting from delay or non-delivery, will be riled out.

7.4 – Unless otherwise agreed, the Seller shall give written notice (by fax or e-mail) to the Buyer that the products are at his disposal, EXW; since the date of such notice, the Buyer will have 5 days for the withdrawal of the goods.

7.5 – In case of delay in the withdrawal of products beyond the terms provided in the previous paragraph, the Buyer shall indemnify the Seller paying the costs of storage, fixed a flat rate equal to 5% of the invoice relating to the goods for each week of delay. After additional 30 days, the Seller may sell the goods at any time by any means on behalf of the Buyer, retaining from the proceeds the entire amount due (whatever the agreed terms of payment are) as well as the disbursement incurred.

7.6 – The goods delivered remain property of the Seller until those are fully paid; the Buyer agrees to do everything necessary to settle a valid retention of title in the most extended permitted in the country where the products are, or engage in a similar form of warranty in favor of the Seller.

Section 8. PRICE

8.1 – In lack of a specific agreement upon the price, or the price was not specified in the written order confirmation, we will apply the Seller’s price list in force at the time of sales contract sign. In absence of price list, price shall be applied is the one generally applied at the conclusion of contract for similar products.

8.2 – Unless otherwise agreed, the price does not include VAT and it is not subject to revision.

8.3 – The price specified in the contract (contract price) includes all costs charged to the Seller under this contract. As a result, if the Seller has to bear any costs that the contract puts to be paid by the Buyer (i.e. shipment or insurance in the context of the terms EXW or FCA), such sums shall not be considered included in the pric

Section 9. PAYMENT

9.1 – The payment must be made by the Seller, unless otherwise agreed in writing, 50% upon order confirmation and the remaining part should be paid on the scheduled date for delivery of the products, therefore it should appear to be collected by the Seller on his bank account, in the banking-house he indicated to the Buyer. Any payments to be made to agents, representatives or commercial intermediaries of the Seller are not carried out until the correspondent amounts have been collected by the Seller.

9.2 – The Seller shall have the right to suspend the delivery of the goods for any delay or irregularities in the payment. For delays of more than 15 days in the payment of the deposit or the balance the Seller will also have the right to terminate the contract. In any case, a delayed payment gives the Seller the right to claim an indemnity payment equal to 0.5% of the total amount for each day of delay.

9.3 – The Buyer must fulfill the payment also in case of complaint or dispute. However, with regard to any disputed amounts, he has the right to deposit such amount in a bank in the country of the Seller until the dispute has been resolved, by linking the bank to transmit such amounts to Seller upon termination of the dispute in a manner favorable to the Seller. In any case the trade-off by any credit, any reason whatsoever arising in respect of the Seller is not permitted.

9.4 – In case the Parties have agreed to pay in advance, without further clarification, it is assumed – in lack of a contrary agreement – that the advance refers to the full price and that payment must be received by the bank of the Seller, in immediately available funds, at least 30 days before the date agreed for the delivery or the date of commencement of any agreed delivery period. If the advance payment has been provided only for a part of the whole price, payment terms for the remaining part will be determined in accordance with this section.

9.5 – Whether the Parties have agreed on payment by letter of credit, the Buyer shall ensure, unless otherwise agreed, that it is in favor of the Seller issued by a bank of good reputation, and accepted by the Seller’s bank, a sight letter of credit, irrevocable and confirmed, subject to the Uniform Customs and Practice for Documentary Credits, published by the International Chamber of Commerce, notified at least 30 days before the date agreed for delivery or date of commencement of any agreed delivery period. Unless otherwise agreed, the letter of credit will be payable at sight and it will allow partial shipments and transhipments.

9.6 – If the Parties have agreed on cash against documents, the documents must be submitted, unless otherwise agreed, against payment (D / P), in accordance with the Uniform Rules for Collections, published by the International Chamber of Commerce.

9.7 – In case the Parties have agreed that payment should be accompanied by a bank guarantee, the Buyer shall make available, at least 30 days before the date agreed for the delivery or date of commencement of any agreed delivery period, a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce or a standby letter of credit subject to the above mentioned rules or the Uniform Customs and Practice for Documentary Credits, published by the International Chamber of Commerce, issued in both cases by a reputable bank.

Section 10. FORCE MAJEURE AND EXCESSIVE BURDENSOME

10.1 – None of the Parties is responsible for non-fulfillment of obligations imposed on them under a sales contract insofar as the Party can prove:

(a) Such non-performance is due to an impediment beyond his control, and

(b) that he could not reasonably be required to foresee, at the time of the stipulation of the contract, such impediment and its effect on his ability to perform the contract, and

(c) that he could not reasonably avoid or overcome the impediment or its effects.

10.2 – The contractor claiming exemption from liability is required to notify the other Party as soon as possible, and immediately after becoming aware of the impediment and its effects on his ability to perform his obligations, the existence of this impediment as well as its effects on his capability to meet his commitments. A similar notification must be given as soon as the cause of exoneration from fails. The contractor who misses out one or the other communication shall be responsible for any damage that might otherwise be avoided.

10.3 – A Cause of exemption from responsibility under this Section shall relieve the contractor who has not executed obligation from responsibility for damages, penalties and other contractual sanctions – except for the payment of interests on amounts owed – until and insofar as this cause of exemption exists.

10.4 – If the cause of exemption goes on for a period exceeding two months, each Party shall have the right to unilaterally terminate the contract by written notice to the other Party.

10.5 – If, for any unforeseen reason to an experienced businessman such as the Seller, he can demonstrate that the performance of its obligations has become – before their execution – too expensive in relation to the price originally agreed upon, so as to cause an increase of the product costs exceeding 20%, the Seller may request a review of price and, failing that, to unilaterally declare the cancellation of the contract.

Section 11. CANCELLATION OF CONTRACT

The Buyer may not quit his position in the individual sales contract or in individual binding trade relations arising from it, unless expressed written approval of Seller; However, even then, he remains jointly and severally liable with the transferee for the bonds sold.

Section 12. APPLICABLE LAW

12.1 – The GSC, and the contracts concluded through it, their validity, as well as their resolution, their execution and their interpretation, as well as the resolution of disputes arising from those, will be entirely governed by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) hereinafter referred as CISG, and, insofar as such matters are not covered by CISG, by the Italian law.

12.2 – The statements made or the conduct of the Parties during negotiations or during the execution of the contract can only contribute in the interpretation of the contract to which those concern, and insofar as those are not at odds with GSC or with written agreements taken by the Parties at the conclusion of the contract in question.

Section 13. RESOLUTION OF DISPUTES

13.1-All disputes arising from the GSC, and from the agreements concluded through it, or in connection therewith shall be resolved primarily through friendly consultations between the Parties. If so has not reached a solution, within 60 days from the date on which one of the Parties notifies the other in writing of the existence of a dispute, it will be definitively resolved under the Rules of Conciliation and Arbitration of International Chamber of Commerce by one arbiter appointed in accordance with that regulation. The arbitration award shall be final and binding upon the Parties. The judgment will take place in Macerata and will be held in Italian.

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