Condiciones De Venta

1.
VALIDITY AND RIGHT TO CHANGE
All contracts concluded between CHIMENTO ORO S.r.l. ("SUPPLIER") and the purchaser, whether he is a retailer or end customer ("PURCHASER"),
that have as object the supply of the supplier's products ("PRODUCTS") shall be governed by these Terms and Conditions of Sale. The Purchaser-Consumer
grants the Supplier the power to propose amendments and/or changes to these Terms and Conditions of Sale by attaching such amendments and changes to bids
or on any written correspondence sent to the Purchaser-Consumer who, failing his express rejection of the amendments/changes within seven days by means of
registered letter with return receipt, declares the amendments/changes to have been accepted.
2.
TERMS OF PAYMENT
The Purchaser-Consumer acknowledges that, unless otherwise agreed in writing between the parties, the following terms and conditions of payment shall apply:
2.1
Payment of the price indicated on the invoice must be made according to the conditions specified by it;
2.2
Should the Purchaser-Consumer fail to make payment within the period specified in paragraph 2.1., or before another time as may be agreed in writing
between the parties, or is found to be in a situation of insolvency, or subject to any legal proceedings, he recognizes the right of the Supplier to suspend or cancel
further deliveries as well as recognizing the Supplier's right to apply the provisions of Art. 1186 of the Italian Civil Code and, in the case of deferred payments, to
declare the Purchaser to have forfeited the benefit of the term limit and demand payment of the consideration;
2.3
In addition to other remedies permitted by applicable law or these Terms and Conditions, the parties agree that the interest on late payments beginning
from the date when the payment is due will be applied automatically at the rate specified by Legislative Decree 231 of October 9, 2002 published every six months,
without prejudice to compensation for extra costs incurred with respect to the above Decree.
Moreover, by express derogation of Article 4 of Legislative Decree 231 of October 9, 2002, the interest on late payments indicated may be waived only upon
written notice from the Supplier.
3.
CONDITIONS OF DELIVERY
Unless otherwise agreed in writing between the parties, the supply of Products will be Ex Works (Incoterms 2010), Facility in Grisignano di Zocco, Vicenza.
4.
RETENTION OF OWNERSHIP
The Purchaser-Consumer acknowledges that the ownership of the Products is not transferred to the Purchaser-Consumer until the price of these products has
been fully paid. The Purchaser-Consumer who, at the request of the Supplier does not clear the price of the sale or fails to return unsold goods, acknowledges that
in addition to civil action, he is liable to be reported to the Criminal Litigation Authority for misappropriation.
By signing the general conditions of agreement, the Purchaser-Consumer expressly acknowledges that, in the case of delivery of products in a transfer of property
without ownership and without, therefore, actual effectiveness (e.g. consignment contracts, loan for use agreements or consignments) the Products shall remain
the property of the Supplier who may request immediate return "ad nutum" at its own discretion for business needs. The Purchaser-Consumer also agrees to
assume the risks and obligations as custodian of the goods from the time of delivery; refusal or unjustified delays in delivery constitute the elements, in addition to
tort, of the criminal offense referred to in Article 646 of the Italian Penal Code (misappropriation).
Pursuant to Article 11 of Legislative Decree No. 231 of October 9, 2002, in the case of deferred payment sales with retention of ownership, the contracting
Purchaser-Consumer is obligated to sign a copy of each invoice for supplies after the first bearing the words "deferred payment sale with retention of ownership ex
art.1523 of the Italian Civil Code” and to send a copy by registered mail to the Supplier (who, in turn, will perform the same obligation).
5.
ACCEPTANCE OF ORDERS
5.1
Orders shall be received in writing with the above mentioned terms and conditions of sale duly signed and attached. The orders shall be deemed tacitly
accepted by the Supplier if they are not rejected by him by means of written notice within 45 days from the date on which they are signed (in short "term").
5.2
Pursuant to and in accordance with Art. 1329 paragraph 1 of the Italian Civil Code, the Purchaser is obligated to keep a copy of the order until the term
has expired.
5.3
Catalogues, price lists and other promotional materials including online advertising only provide an indication of products and prices and any
information therein is not binding for the Supplier.
6.
INVOICING CURRENCY
Unless otherwise stated, all prices in any document or correspondence issued by the Supplier are in Euro, net of VAT and include any boxes, publicity materials
and equipment used to present the products correctly, even if said material is sent separately from the Products.
7.
TERMS OF DELIVERY
It being understood that the Supplier will do everything in his power to fulfill the conditions of contract and/or deliver products on time as may be agreed, the
Supplier and Purchaser-Consumer unanimously recognize that these terms are indicative and not binding and, therefore, in no case may the Supplier be held
liable for damages directly or indirectly caused by delayed performance or by delayed delivery of the Products.
8.
ACCEPTANCE OF PRODUCTS
8.1 All claims for damage resulting from transport or for any missing quantities or deviations from the Products ordered, to the extent that the terms of delivery
expressly agreed between the Supplier and Purchaser are other than those mentioned in the above Art., must be made by means of registered letter with return
receipt within 8 (eight) working days from the date on which the Purchaser has actually received and accepted the Products delivered to him and, in any event, not
later than eight days after discovery. The parties agree not to recognize probative value in any claims.
8.2
If no complaint has been received within the time limit, Products will be deemed accepted by the Purchaser.
8.3 In any event, the Purchaser shall not be released from his obligations by pleading complete or partial non-performance on the part of the Supplier.
9.
OBLIGATIONS OF THE PURCHASER FOR THE SALE OF PRODUCTS
9.1
The Purchaser shall act independently, buying the Products from the Supplier and selling them in his name and on his own behalf to the end consumer.
9.2
The Purchaser will market, advertise and sell the Products in accordance with the guidelines on the marketing, advertising and sale issued from time to
time by the Supplier; he shall apply the prices recommended by the Supplier; he will not alter or modify the original packaging of the Products, the advertising
material or the material for the exhibition of the Products made available by the Supplier; he shall submit any promotional and advertising initiative for the Products,
including on-line advertising of the Products to the Supplier for prior approval.
9.3
The Purchaser will market products using the brand name of the Supplier. To this end, the Supplier grants the Purchaser a non-exclusive right to use
the brand name of the Supplier which is, and shall remain, the exclusive property of the Supplier.
9.4
Unless otherwise agreed between the Supplier and the Purchaser, the latter party may not in any way use the brand name of the Supplier or other
similar names to register "domain names” or websites on the Internet or even Home Pages for their distribution and/or sale. Likewise, and except as otherwise
agreed in writing between the Supplier and the Purchaser, the latter party may not use or place the brand name of the Supplier and/or the Products on his websites
on the Internet and/or Home Pages for purposes of distribution or sale.
10.
APPLICABLE LAW AND RESOLUTION OF DISPUTES
10.1 The Purchaser-Consumer acknowledges that all agreements with the Supplier shall be performed in Italy and that, therefore, Italian law applies. Any dispute
which may arise shall be referred to the jurisdiction of the Court of Vicenza, it being understood, however, that the Supplier, at its discretion, will have the option
to waive the application of Italian law and jurisdiction of the Court of Vicenza, to take legal action against the Purchaser at the location of his registered company
address and in the jurisdiction of the local Court.
10.2
The United Nations Convention on the International Sale of Goods shall not apply to any supply of Products made by the Supplier to the Purchaser in
accordance with these Conditions.