These general conditions (hereinafter referred to as “CONDITIONS”) constitute
an integral part of all contracts of sale of tiles and porcelain stoneware material
(hereinafter “PRODUCTS”) sold by SILCERAMICHE SPA (hereinafter “SELLER”). Except for individual cases in which they have been derogated by express written agreements signed by the SELLER, they shall constitute the exclusive discipline of such sales. Should one or more points of these CONDITIONS or of the individual contracts incorporating them are invalid, the general or particular CONDITIONS shall remain valid as a whole. The invalid parts shall be replaced with stipulations that come as close as possible to the original intention of the parties.

1 – CONCLUSION OF THE CONTRACT OF SALE – DELIVERY OF PRODUCTS
1.1. The contract shall be deemed concluded under the conditions specified on the SELLER’s Order Confirmation if the purchaser raises no objection within the period of 5 working days. In any case, delivery of the goods to the carrier shall be deemed acceptance by the SELLER.
1.2. An order not confirmed in writing shall in no case be deemed accepted unless it has been executed by the SELLER by shipment or delivery of the PRODUCTS. Partial delivery of the PRODUCTS ordered shall not entail the acceptance of the whole order but only of that part of the PRODUCTS actually delivered.
1.3. Unless otherwise agreed in writing, PRODUCTS are sold on an “Ex Works” basis.
1.4. Unless otherwise agreed, all delivery terms are to be understood as indicative.

2 – PRODUCT CHARACTERISTICS – WARRANTY – COMPLAINTS
2.1. PRODUCTS are guaranteed to comply with the UNI-DIN-EN standards currently in force. Our guarantee is limited to first choice materials, with a tolerance of 5% (five per cent). Any guarantee for defects is therefore expressly excluded for second and third choice or stock materials and for occasional lots. The PRODUCTS are materials subject to colour and/or grain variations as they are products of nature and man, therefore differences in shade cannot be considered as material defects.
2.2. Any complaints and objections must be notified, under penalty of forfeiture, by registered letter, only to our Administrative Office, before the material is installed and in any case within the peremptory term of 8 days from receipt of the material and in any case before its subsequent sale to third parties.

2.3. The laying of the material determines the forfeiture of the action for defects by implicitly waiving the guarantee pursuant to Art. 1490 of the Italian Civil Code. The material shall be checked and mixed prior to laying; no claims shall be accepted for the material laid.

2.4. In any case, the SELLER’s warranty shall only include the replacement of the material found to be defective with the exclusion of any further and different obligation.

2.5. Any dispute concerning the material shall not entitle the Purchaser to suspend or delay the payment in whole or in part within the agreed terms, according to article 3.

2.6. Any question relative to the ascertainment of defects, the right to warranty, the determination of damages and their quantification that cannot be amicably resolved between the parties will be referred to the free arbitration of a sole arbitrator to be constituted and carried out in accordance with the regulations of the Arbitration Chamber established at Centro Ceramico Bologna that the parties declare to accept unconditionally and inappellably.

2.7. The SELLER shall not be liable for claims due to a classification of the

ceramic material by foreign inspection and/or certification bodies

other than the Italian one, on the basis of technical specifications that do not correspond

to those used by the SELLER. Any technical expertise activated by the purchaser

shall necessarily be based on the conformity of the material sold to the technical specifications indicated by the SELLER in force in Italy.

3 – PRICES AND CONDITIONS OF PAYMENT

3.1. The sale prices of the PRODUCTS are those indicated in the SELLER’s price list

in force at the time of order confirmation. In case of sale’s contracts with divided deliveries the price, unless firmly agreed upon in writing, shall be the price list in force at the time of individual deliveries. For all PRODUCTS destined for foreign countries the prices may be calculated, at the SELLER’s option in the foreign currency of the country of destination or in Euros.

3.2. All bank charges and negotiation costs shall be borne by the BUYER. In case of delayed payment, the SELLER shall be entitled to receive, without any need of notice of default, in addition to any damages, a default interest equal to the official discount rate in Italy increased by 3%.

3.3. Non-payment or delayed payment, even in part, of the price or of the amount within the agreed terms is cause for termination pursuant to Article 1456 CC of the contract to which it refers and justifies in any case, pursuant to Article 1460 CC, the refusal to fulfil any further contractual obligations and the cancellation of any other orders in progress, without the purchaser being able to make claims for compensation, indemnity or other.

3.4. No objection, other than those of nullity, voidability and rescission of the contract, may be raised by the purchaser in order to delay or avoid payment.

4 – SELLER’S AGENTS

4.1. The SELLER’s agents promote sales and are not authorised to act in the name and on behalf of the SELLER unless specifically authorised in writing.

4.2. Orders transmitted by agents do not bind the SELLER and must be expressly accepted in writing by the SELLER.

5- RETENTION OF TITLE

5.1. It is agreed between the parties that the sale of the PRODUCTS is made under reservation of title in favour of the SELLER until full payment of the agreed price, pursuant to article 1523 CC et seq.

5.2. The risk of deterioration of the goods shall pass to the BUYER upon delivery of the goods to the carrier.

5.3. For sales to foreign countries the goods are sold and delivered to a third party customer before the transfer of ownership within the scope of Buyer’s normal business relations, the retention of title in favour of the SELLER shall also remain in favour of the third party where the law permits it.

5.4. In case of Buyer’s default SELLER may, without the necessity of any formality, including notice of default, take back all the goods subject to retention of title and, if the law so permits, all titles of credit to third parties relating thereto subject to any further appropriate remedy in judicial remedy for the prejudice suffered.

6 – FORCE MAJEURE

6.1. The SELLER shall not be liable to the Purchaser for any non-performance, including non-delivery or delayed delivery, caused by events beyond its reasonable control such as, by way of example only: non-delivery or delayed delivery of processing materials by suppliers, exceptional and unforeseeable increase in the cost of raw materials or energy, plant breakdowns, strikes and other industrial action, interruption of energy flows, suspension or difficulty of transport.

7 – APPLICABLE LAW – PLACE OF JURISDICTION

7.1. Sales contracts intended for export to which the SELLER is a party shall be governed by Italian law.

7.2 The place of jurisdiction for all disputes arising out of or in connection with the sale of the PRODUCTS by the SELLER and the relations connected therewith shall be the place of jurisdiction at the registered office of the SELLER, even if the action relates to securities issued to the SELLER as means of payment.

8 – EFFECTIVENESS OF EACH CONDITION

The general conditions of sale set forth above shall in no way be construed as clauses of pure style. They are effective and faithfully represent the negotiating will of the parties