1. Introduction and Definitions

1.1. These General Conditions of Sale apply to all sales, including future sales, made by the Company to the Client for the supply of Products and Services of the Company. In case of conflict the Special Conditions of the Order Confirmation of the Company shall prevail.

1.2. All the sales made by the Company to the Client shall be governed and are expressly conditional upon the acceptance by the Client of the Special Conditions laid down in the Order Confirmation and of the General Conditions of Sale of the Company.

1.3. The acceptance by the Client of the Order Confirmation of the Company is made expressly at the same terms and conditions of the Order Confirmation and of these General Conditions of Sale (the “Contract”), without exclusions and exceptions.

1.4. It is agreed that the Client expressly waives any special or general terms and conditions of purchase of the Client which differ from or are additional to those laid down in the Contract, even if shown in the Order and/or on the reverse of the Purchase Order, which therefore are devoid of any effect.

1.5. The commencement of performance of the Contract or shipment shall not be understood as implying acceptance by the Company of any of the terms and conditions of the Client which differ from or are additional to those laid down in the Contract.

1.6. The Contract is governed by the 1980 Vienna Convention on the International Sale of Goods (the “CISG”) and for any matters not covered by the CISG, by the Laws of the Republic of Italy

1.7. Any reference to commercial terms (such as EXW, FCA, CPT etc.) shall be understood as referring to the Incoterms of the International Chamber of Commerce, in force at the date of the regulation of the Contract.

 

1.8. Definitions

Company: Fanfani Andrea s.r.l. and any successors and/or assignees, otherwise referred to as the “Vendor”.

Client/s: the individual or company requesting and/or receiving a Proforma Invoice
(Offer/Quotation) or sending an Order to the Company, and if applicable, by
Order Confirmation and/or by provisions of the law, any successors and/or assignees,
otherwise referred to as the “Purchaser”

Party: the Client and/or the Company

Parties: the Client and the Company

Contract: otherwise referred to as the “Contract of Sale”, governed by the Special Conditions laid down in the Order Confirmation
and by the General Conditions of Sale of the Company.

Order: otherwise referred to as the “Purchase Order”, the proposal or offer for the
purchase of Products and/or Services (and related annexes) signed and sent
by the Client to the Company

The following univocal information should be included in the Order:

1/ the corporate name of the Client requesting the Supply;

2/ the corporate name of the Client to which the Order should be invoiced;

3/ the country and address of invoicing of the Client’s company to which the Order should be invoiced;

4/ the country and address of delivery of the Supply requested by the Client;

5/ the name and surname of the person requesting the Supply;

6/ the email address of the person requesting the Supply;

7/ the international telephone numbers with prefix of the person and the company requesting the Supply;

8/ / the webpage address, if existing, of the company requesting the Supply as well as

A/ the codes and descriptions of all Products ordered as per Catalogue and/or Price List of the Company;

B/ the measures/sizes of all products ordered as per Catalogue
and/or Price List of the Company;

C/ the codes and descriptions of the finishing requested for all the Products
ordered as per Finishing Samples, Catalogue and/or Price List of the Company;

D/ the codes and descriptions of the Fabric / Leather / Cover material required for all Products
ordered as per Textile Samples, Catalogue and/or Price List of the Company;

E/ the quantities requested of each single Product of the Order

F/ clear notes and explicit designs, annexed, for any requests
by the Client of non-standard custom-tailoring of the Products of the Company

G/ explicit and clear technical designs, annexed, for any requests of products
such as kitchens, wall panelling, wainscoting or complex structures from
designs to be custom-made on the Client’s request;

Proforma Invoice: Offer/Quotation of Prices (with a validity of 60 (sixty) days for the sale of
Products and/or Services, not binding for the Company

Order Confirmation: document laying down the Specific Terms and Conditions (Special Conditions)
of the Contract further to the Client’s Order (with a validity of 60 (sixty) days);

Supply: otherwise referred to as “Sale”, the aggregate contents of the Order Confirmation;

Price/s: the Price/s shown in the Order Confirmation

Product/s: the goods specified in the Order Confirmation

Service/s: the service/s specified in the Order Confirmation

1.9. The Purchase Orders, even if submitted by the Client through an agent or intermediary of the Company, are always understood as being “subject to acceptance” in writing by the Company since the agents or intermediaries have no power to accept Orders on behalf of the Company.

1.10. When the Company has sufficient information, the Company may issue an Proforma Invoice summarising the Prices and any Specific Conditions relating to the supply and the payment and which will become binding only upon receipt of the same by the Company at its headquarters duly signed for acceptance and confirmation by the Client and/or with affixed thereto the business stamp/seal of the Client also for acceptance and confirmation of the General Conditions of Sale of the Company.

1.11. Immediately upon receipt of the Proforma Invoice (as Offer/Quotation) and/or of the Order Confirmation, the Client shall be responsible for checking all the information contained therein

1.12. The Company reserves to introduce modifications of the Products which, without altering the essential characteristics of the Products, may result necessary or appropriate.

1.13. The measures converted into inches are rounded to the higher value, with possible minimal differences.

2. Specific Characteristics of the Products Made by Craftsmen - Natural Variations, Conservation and Maintenance of the Products

2.1. The Company’s Products are hand made by expert craftsmen, each product is made individually in a traditional and non-industrial way using wooden material and its derivatives and other natural materials such as leathers, fabrics, marbles and natural stones.

2.1.1. Manual processing may cause natural variations of the finished Products; this amounts to an added value and is not a defect, but rather are a fundamental and distinctive characteristic of the Company’s Products.

The Products are suitable for the use for which goods of the same type are normally used or, in any event, suitable for the use expressly or impliedly brought to the Company’s knowledge; such Products are to be considered fully in compliance with the Contract and any claim based upon such characteristics is hereby expressly waived and excluded.

The measures, appearance and characteristics of the Products as shown in the sales and illustrative materials are to be considered indicative so they may be subject to variations due to artisanal and manual production. This also applies to custom-made items, based on drawings or reference samples provided by the Client.

2.1.2. Furthermore, the use of raw materials such as wood and its derivatives, of marbles and natural stones, of leather hides and fabrics coloured with natural substances and of natural paints may cause natural variations of the structure, porosity, veins, scars (leather), appearance, colour, shine, softness and other visible and tactile characteristics as well as it may cause different reactions to thermal and hygrometric changes, thus varying the absorption of dyes and paints and the incidence of the different types of processing. Wood is a "living" material, porous and hygroscopic, and as such it continuously exchanges water molecules with the air that surrounds it always tending to balance itself with the climatic conditions of the environment in which it is found. For this reason, where possible, the Company uses particularly protective primers, patinas and paints, trying to protect the wood and materials from changes in temperature and humidity.

2.2. Notwithstanding the foregoing, the Client acknowledges that a particularly dry climate, especially in airtight and overheated environments, may create settlements and volume drops due to solid wood and its derivatives and therefore acknowledges and accepts any settlements of the wood caused by different climatic conditions that can occur with cracks, opening of the glued parts and detachment of the base or finish.

We recommend to the Client to keep the parameters of the environment where the Products will be kept as stable as possible during the year; the optimum would be to maintain an air humidity between 55% and 60% at a temperature of 22°C and in case of variations:

- if the air temperature increases, the humidity tends to decrease, therefore the use of a humidifier would be necessary;

- if the air temperature decreases, the humidity tends to increase therefore the use of a humidifier would be necessary;

- Since woodworking is partly done freehand, without the aid of electronic precision instrument,
the measures of the carved and shaped products might deviate by a few centimetres from
the measurements shown on the promotional materials and this can apply also to the same product made in different periods;

- The finishes made of metallic leaf (Silver Leaf, Gold Leaf (CuZn or 23Kt) can show different shades of colour
or stains due to the nature of the metal itself and to its possible natural oxidation
or interaction with other molecules present in the air;

- The finishes made with coloured pigments may present variations
in tone and colour due to the fact that they are prepared and applied manually and even by different artisans.

2.3. Instructions of Use and Maintenance

The Client is responsible for the correct maintenance of the Products and agrees to comply with the following instructions of use and maintenance:

- Periodically clean and polish the surfaces using a dry and soft cloth to renew brightness;

- Do not use expired products or spray products or other products with solvents or oily Substances;

- For cleaning fabrics or leathers, follow the specific instructions for each fabric or each leather that will be provided on request to the Client;

- Keep Products away from heat and direct sunlight for prolonged periods;

- Avoid direct contact with hot objects;

- Keep Products far away from places with high concentrations of humidity;

- Avoid contact with wet objects directly on the surfaces;

- Use each Product exclusively for the purpose for which it was designed and manufactured;

- It is dangerous to climb over tops and shelves of tables, slides and furniture;

- It is dangerous to cling on to chandeliers, wall lights, floor lamps and light bases;

- Sittings should only be used for sitting avoiding the contact of the seat surfaces with
sharp and / or scratchy objects or corners such as metal buttons, hard plastic or studs;

- Do not exceed the specific electric power of each electrical system and in any case ensure
that only qualified personnel carry out the electrical systems and, before connecting the object for
lighting, should test the functionality, integrity and safety.

2.4. Furthermore, the Company rejects all liability for variations and defects on materials not of its own production, in particular such as fabrics, marbles, granites, hard stones, hardware, crystals, glass, washbasins and all other components used to complete the Company's Products

3. Collections of Samples and Promotional Material

3.1. The Company rejects all liability due to possible variations in colour, sizes, finishes, fabrics between collections of samples, brochures, leaflets, Catalogues, Price Lists, images in newspapers, on web-sites and social networks, between drawings, designs and products manufactured, since the samples are also handcrafted as the products and fall within the limitations and requirements laid down for the Products.

3.2. Any information or data relating to technical features and/or specifications of the Products contained in brochures, Catalogues, Price Lists and similar materials shall be binding only to the extent they are expressly referred to in this Contract, its Annexes and the Order Confirmation.

3.3. The Catalogues, Price Lists or other Promotional Material of the Company are only an indication of the type of Products and Prices and the indications shown therein are not binding for the Company.

3.4. Unless otherwise specified, the Company’s Products will be made with reference to the most recent Promotional Material, updates will be communicated directly on the Company's website. The Company reserves the right to change the characteristics of the products at any time at its discretion.

3.5. The leathers and fabrics photographed in the sales materials and catalogues are not produced by the Company which therefore cannot guarantee their constant production.

3.6. The samples of goods delivered for examination only to the Client for a limited period remain the property of the Company and must be returned within 30 (thirty) days, unless otherwise authorized in writing by the Company. In case of non-restitution within the agreed term, the Company reserves the right to charge the goods at the Price List in force at the time of the delivery.

3.7. Any Promotional Materials connected to placing a Purchase Order and delivered to the Client, subject to agreement on the quantities, remains the exclusive property of the Company and is delivered for a limited period, with the obligation to return them within 30 (thirty) days, unless otherwise agreed. In the absence of restitution within the agreed term, the Promotional Material will be charged to the Client according to the then current Price List.

3.8. With reference to Promotional Materials held by the Client for more than 30 (thirty) days, the Company rejects all responsibility for variations in colour, finishes, fabrics and other due to the obsolescence of the materials. It is the Client’s responsibility at the time of the Purchase Order to request to be updated on any changes.

3.9. The Promotional Material is the property of the Company and for this reason any partial or total modification, that is not previously approved in writing by the Company itself, is forbidden.

4. Personalised and/or Custom-Made Products

4.1. The measures, the appearance and characteristics of custom-made Products, based on drawings or reference samples provided by the Client, should be considered indicative and therefore may be subject to variations due to artisanal and manual production.

4.2. Any custom-made samples and finishes made upon the Client’s specific requests, fall within the limitations and requirements of the Promotional Material and are accepted by the Company for manufacturing the Products only if made by the Client himself, subject upon payment of a deposit if applicable.

4.3. Any technical drawings of customized or new items made by the Company according to the Client’s specific requests fall within the limitations and requirements of the Promotional Material and are accepted by the Company as references for manufacturing the Products ordered by the Client upon prior payment of a deposit or of the price in full.

4.4. Should the Client request an accurate similarity, he shall have to deliver to the Company a sample of the colour, shade or finish required or ask the Company to provide a sample of its current stock, if any.

4.5. Non-standard creations with regard to size, fabrics, leathers, coverings and finishes will be accepted and quoted only if accompanied by a technical drawing and illustrative materials with a clear indication of all the dimensions; for non-standard creations, a 100% advance payment will be required, unless otherwise agreed and indicated differently on the Order Confirmation, and no cancellation or modification will be accepted.

4.6. Any costs of importing and/or shipping fabrics, leathers, components and/or materials necessary for production, which are supplied by the Client himself or by third parties appointed by the Client, will be charged to the Client as part of the Sales Invoice.

4.7. The Company rejects any responsibility for returning the any samples of colour, shades, finishing or leftovers of the fabrics and / or materials supplied by clients (C.O.).

5. Entry into Force of the Contract and Commencement Date

5.1. The Contract shall enter into force and hence shall become binding for both parties after the Company receives at its headquarters the Proforma Invoice duly signed by the Client for acceptance and confirmation and/or with the Client’s business stamp/seal affixed thereto also for acceptance and confirmation of the General Conditions of Sale of the Company and issues the Order Confirmation.

5.2. It is expressly agreed that the date of Entry into Force of the Contract is the date when the Order Confirmation is issued. Furthermore, it is expressly agreed that effective from the date of Entry into Force the Client shall promptly undertake all necessary steps to facilitate the occurrence of the events listed hereinafter (the “Events”) and it is understood that the Company shall have no obligation to perform its contractual obligations prior to the occurrence of the above Events, without exclusions and/or exceptions (Commencement Date of the Contract) and that all the terms and deadlines which the Company has agreed to shall only start running from such date:

Events:

- Receipt by the Company of the deposit payable on account at the Order, unless otherwise agreed in the Payment Conditions of the Order Confirmation;

- Receipt by the Company of the technical data of the Client or third parties designated by the Client or from approval in writing by the Client of the designs and/or executive;
the Client or from approval in writing by the Client of the designs and/or executive
drawings of the Company, if applicable;

- Receipt by the Company of the materials which may have to be delivered to the Company by the Client or by third parties designated by the Client;

- The granting of the authorisation to import the materials or to make payments, if applicable.

5.3. If the Commencement Date Events should not have occurred within 60 (sixty) days from the date of Entry into Force, the Vendor may terminate this Contract by written notice to the Client.

6. Delivery Terms

6.1. The delivery dates are indicative only and are not essential terms and will be considered as applied when the Company sends out the notice of “goods ready for shipment”.

6.2. Should the Company foresee that it will be unable to deliver the Products at the agreed delivery date, the company shall inform the client in writing of such occurrence, stating, as far as possible, the estimated day of delivery.

6.3. Any delay caused by force majeure or by acts or omissions of the Client (e.g. the lack of indications which are necessary for the supply of the Products), shall not be considered as a delay for which the Company is responsible.

6.4.It is agreed that should events of Force Majeure occur, the delivery dates shall be automatically extended for a period of time equivalent to the term of the Force Majeure itself.

6.5. Furthermore, the Company will not be held responsible for delays or non-delivery due to circumstances caused by the Client, such as, by way of example and not limited to, if the Client fails to comply in a timely manner with the contractual obligations, and in particular:

- if payments are not made on time;

- if the Client does not provide the necessary data at the scheduled time, before or during production;

- if the Client requests variations during the performance of the Order;

- if the Client delays deliveries of material before or during production.

7. Delivery and Shipment - Complaints

7.1. Except as otherwise agreed, the supply of the goods will be Ex-Works (Incoterms 2020), even if it is agreed that the Company will take care, in whole or in part, of the shipment.

7.2. In any case, whatever the delivery term agreed between the parties, the risks will pass to the Client, at the latest, on delivery of the goods to the first carrier.

7.3. The Client shall notify to the Company any complaints relating to packing, quantity, number or exterior features of the Products (apparent defects), within 8 (eight) days from receipt of the Products by registered letter with return receipt, and in any case before using and/or selling the Products to third parties.

7.4. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Company, by registered letter with return receipt, within 8 (eight) days from discovery of the defects and in any case not later than 12 (twelve) months from delivery.

7.5. It is agreed that any complaints or objections including for delays in delivery or supplies, missing of non-essential parts do not entitle the Client to suspend or to delay payment of the Products as well as payment of any other Supplies.

7.6. In the event the Parties agree a different delivery method, the Client authorises the Company to appoint and entrust the transportation, on the Client’s behalf, to a carrier or freight-forwarder of its choice, exempting the Company from liability for such choice.

7.7. The Products are always shipped at the Client’s cost and are not insured against the risks arising from shipment or transport, unless otherwise requested by the Client in writing in the Order, in which the Client agrees to cover the relevant costs, and then agreed upon with the Company in the terms of the Order Confirmation.

7.8. The Company will not be liable vis-à-vis the Client for the following:

- for any difference in quantity between goods delivered and goods ordered, unless the
Client gives a timely notice within 8 (eight) days from the date of delivery of the goods;

- for non-delivery, damage or loss of the goods, or a part of them, during shipment, carried
out by a courier appointed on the Client’s behalf or directly by the Client;

- for non-delivery, damage or loss of the goods, or any part thereof, during shipment
carried out by the Company itself or by a courier appointed by the Company, unless the
Client has given a timely notice within 8 (eight) days from the agreed delivery date.

8. Prices

8.1. Unless otherwise agreed, prices are intended for Products including standard original packing considered as the most appropriate by the Company with regards to the type of product , the means and place of transportation, delivery Ex-Works net of V.A.T. and of any discounts reserved to the Client, with the understanding that any other costs or expenses shall be borne by the Client. VAT if applicable, shall be calculated at the rate current as of the date of invoicing.

8.2. After the Company receives at its headquarters from the Client the Proforma Invoice duly signed by the Client for acceptance and confirmation and/or with the Client’s business stamp/seal affixed thereto also for acceptance and confirmation of the General Conditions of Sale of the Company, the Prices of the Products, to be considered as agreed, shall be those indicated in the Order Confirmation of the Company.

8.3. The Company reserves the right to modify unilaterally without advance notice and with immediate effect the Prices shown in the Price List should the increase be due to circumstances beyond the Company’s control.

8.4. Decorative cushions and all textile coordinates photographed on the items are not included in the Price indicated for the item itself but will be calculated separately unless otherwise indicated in the Price List.

Bed bases, mattresses and sommiers are not included in the Prices of the beds and will be calculated separately unless otherwise indicated in the Price List.

The internal equipment of the wardrobes and wainscoting is not included unless otherwise indicated in the Price List.

8.5.The Company rejects all liability for defects and damages due to handling, transportation, storage, packaging and assembly of the Products.

9. Payment Conditions

9.1. The payment conditions are agreed upon finalising the Order and are included in the written Order Confirmation of the Company. The Client agrees to pay the entire amount of the sales Invoices without any deductions, offset or other exceptions. Should the Client be exempted from VAT, he will have to specify the circumstance expressly in the Order, prior to the Order Confirmation. The Company may modify or revoke at any time any credit extension granted.

9.2. Payments are to be made by wire transfer to the account indicated by the Company, according to the terms laid down in the Contract. The transfer of funds to the Company will always take place at the Client’s risk whatever method of payment he chooses.

9.3. Should the Parties agree the payment by means of bills of exchange or cheques, this will be made merely to facilitate the Client. The Company shall be entitled to receive the full reimbursement of interest, expenses and commissions; however, the agreement of this special payment condition will be subject to the bills of exchange or cheques being honoured and does not transfer the place of payment which remains as agreed hereinabove.

9.4. Should the supply allow for it, the Company may deliver the Products with separate consignments and in such case invoicing each consignment separately according to the terms of payment agreed by the Contract.

9.5. Should the Client fail to pay the balance of the Price within the agreed date the Company reserves to apply interest for late payment in compliance with the Legislative Decree No. 231 of the year 2002 and also to withdraw from the contract and withhold the amount paid by the Client as liquidated damages.

10. Suspension of Deliveries

The Company will have the right to suspend deliveries, if the Client fails to make even one single payment at the agreed deadline or commits a breach of a different Contract or in general of other obligations vis-à-vis the Company.

Furthermore, the Company may suspend deliveries after the Contract is concluded in the event that the financial, personal and tax conditions of the Client change substantially, or in the case of one or more unpaid cheques or bills of exchange (“protests”), attachment procedures, pledges and/or mortgages, requests for controlled administration, composition with creditors, closing down the business.

11. Delay or Failure to Collect the Goods

In case of payment by instalments, should the Client fail to pay even one instalment only, the Client will automatically lose the benefit of paying in instalments and the entire balance of the price will immediately become due and payable in one lump sum.

Should the Client fail to collect the goods within 30 (thirty) days from the Company giving notice that the goods are ready for collection, the Client will be responsible for paying warehousing expenses which will be debited by the Company in the amount of 3% (three percent) per month on the invoiced Price, in addition to the interest for late payment. The deposit in the warehouse will be made at the Client’s risk.

Should the term of 60 (sixty) days elapse without the Client collecting the goods, the Company will be entitled to withhold any amounts paid on account to cover the reimbursement of expenses sustained (for goods manufactured /manufacturing in progress etc.).

12. Refusal or Non-Acceptance of the Delivery

If the Client refuses or does not accept delivery of the goods made available in accordance with the Contract or does not take the necessary actions to make the delivery and/or shipment possible, the Company reserves the right to terminate the Contract with immediate effect and to obtain reimbursement from the Client of all losses and additional costs incurred as a result of refusal or non-acceptance.

13. Risk and Ownership of the Goods, Reservation of Title

It is agreed that the Products delivered remain the property of the Company until full payment has been received by the Company (Reservation of Title clause pursuant to art. 1523 of the Italian Civil Code).

The Client acquires ownership title of the goods only with the full payment of the invoiced Price of the goods supplied, but the risks pass to the Client from the time of delivery.

Therefore, until full payment of the Price, the Client shall not be entitled to dispose of the goods by means of sales etc. and shall be responsible for the custody of the Products supplied and shall request the consent of the Company by registered letter with return receipt, for each subsequent transfer from the place of delivery.

The Client shall also immediately notify the Company by registered letter with return receipt of any attachment and/or seizure procedure instituted by third-party creditors affecting the goods and shall be directly responsible for any damage caused to the Company for failure or delays in notifying the Company of the above.

All risk on the goods will pass entirely to the Client from the time of delivery of the goods to the Client or to a third-party custodian on the Client’s behalf.

The Client shall be responsible for a suitable insurance coverage of the goods. Until the payment of the final instalment of the price the Client will only be the custodian of the goods on behalf of the Company, in a fiduciary role, and will keep the goods in such a way as to allow for the goods to be identified as belonging of the Company.

The Company reserves the immediate right to regain possession of any goods in respect of which it continues to hold the abovementioned rights and thereafter to resell them. To this end, the Client agrees to allow the Company to inspect his premises, with or without a vehicle, during normal working hours.

Such rights will continue in force even if the Contract is terminated for any reason and without prejudice to any other rights matured by the Company.

14. Intellectual and Industrial Property Rights

“Andrea Fanfani”® is a registered trademark exclusively owned by and availability to the Company. All of the Company's products and sales materials are protected by industrial property rights under Italian, European and international law.

Partial or complete publications, transmissions, disclosures, copies or any other duplication of Products, data, texts, graphics, photographs, images, designs, drawings etc. are strictly forbidden unless expressly authorised in writing by the Company.

All rights are reserved.

15. Warranty for Defects and Non-conformity, Liability of the Company

15.1. The Company warrants the Products in accordance with its Conventional Warranty printed hereinafter and undertakes to remedy any defects, lack of quality or non-conformity of the Products for which the Company is liable, occurring within 12 (twelve) months from delivery of the Products, provided such defects have been promptly and duly notified by telephone, email or other means of communication agreed between the Parties within 8 (eight) days from delivery.

It is understood that this warranty absorbs and replaces warranties or liabilities laid down by the law and excludes any other liability of the company (both contractual and noncontractual) however originating from the Products supplied.

This conventional warranty is without prejudice to the consumer's rights pursuant to Legislative Decree no. 206 of 06.09.2005.

The Products repaired or replaced under the warranty will benefit of the same guarantee for a period of 6 (six) months starting from the date of repair or replacement.

The Company may choose between:

- correcting any shortages or non-deliveries, or

- repairing any single damaged or defective Product, directly or by providing the Client with
materials to do this independently and / or through third parties, or

- replacing any single damaged or defective Product, within the limits and contractual
requirements provided by the Contract, or

- offering an offset, or

- compensating the Client for the cost of the single damaged or defective Product due to
evident negligence on the part of the Company with the exception of limitations and
contractual provisions.

Should the Company acknowledge any Products as defective and authorise their restitution, the Client shall return the Products to one of the Company’s warehouses, indicated by the Company, in perfectly intact state and properly packaged. The Client shall remove any changes and additions that he has made to the Products prior to restitution;

the Client shall be entirely responsible for loss of or damage to the goods, as well as for shipments made to incorrect addresses or delays in the restitution of the Products. In any case, the Company shall check whether the returned Products are actually in the original conditions, without prejudice to its right to request compensation for any damages in case of non-correspondence with the original Products delivered to the Client.

Exclusion from the Warranty for Defects and Non-conformity

15.2. The Company does not warrant that the Products conform to particular specifications or technical characteristics or that they are suitable for particular usages, except to the extent such characteristics have been expressly agreed upon in the Contract or in documents referred to for that purpose in the Contract.

The warranty shall not include the defects resulting from the following:

- causes beyond the control of the Company;

- damages that cannot be proven;

- damages which are not caused by an identifiable defect on the Products;

- damages from transportation, handling, delivery, warehousing, unpacking, assembly or Installation;

- negligence, alteration or tampering of the Product by the Client or third parties;

- post-sale interventions and repair carried out by the Client or by third parties, by this
meaning all repair operations carried out by personnel other than belonging to the official
assistance network of the Company;

- inappropriate or incorrect use of the Product by the Client;

- inappropriate maintenance and/or use which causes a premature tear and wear;

- conservation and/or use not within the environmental specifications provided for the
the Products relevant, in particular if the Products have been transported, stowed or
assembled in an environment with an incorrectly low or high temperature and especially
an incorrect humidity rate not falling within the indications shown in these General Conditions of Sale;

- failure to comply with the operating instructions.

Limitation of Liability of the Company

15.3. Should the Company acknowledge its liability, as above, the only obligation of the Company will be to take the measures that it will consider most suitable for resolving the complaint, provided that the claim for a single Product of a supply consisting of several Products, shall not extend to the entire supply, but only to the single items.

The Prices of the Products established by the Company take into account the liability limits indicated above.

The Client may, by written notice, request the Company to agree on an upper limit of liability provided that insurance coverage can be obtained.

These General Conditions outline the entire scope of the Company's responsibility with respect to the Products, with the exclusion of any other warranty, condition and term expressed or implied, under the applicable law, with regard to quality and/or suitability for any particular use of the products. The application of the mandatory guarantees by law remains unaffected.

Exclusion of Liability of the Company

15.4. In no case shall the Company be liable to the Client for any direct or indirect, consequential or incidental damages arising out of or in connection with the transportation, handling, delivery, installation, use or repair of the Product.

The Company shall not be liable for variations and defects on materials not of its own production, such as, for example, fabrics, leathers, marbles, granites, hard stones, hardware, glass, windows, washbasins and all other components employed to complete the Company's Products as per art. 2.4.

The Company disclaims all liability due to possible variations in colour, sizes, finishes, fabrics and leathers between samples, brochures, dépliants, Catalogues, Price Lists, images, in newspapers, on web-sites and social networks, between drawings, designs and products made, insofar as the samples too, just like the Products, are handcrafted and fall within the limitations and prescriptions provided for the Products as per art. 3.1.

The Company disclaims all liability for the return of any samples of colour, tones, finishing or leftover of the fabrics and/or materials supplied by clients (C.O.) as per art. 4.7.

The Company shall not be liable for any damage to the Products and/or electrical systems and/or other Products connected to the network due to incorrect assembly of the electrical wiring and the accessories that make up the lighting Products made by the Company.

The Company rejects any responsibility for defects or damages due to non-compliance with the rules concerning use and maintenance

The Company disclaims any liability

- for personal injuries, death or property damages due to manipulations of the Product or to their improper use by anyone;

- for defects of the Products caused by wear and tear, unusual and unsuitable storage conditions,
tampering with the original packaging, use or application of any treatment or process after delivery or any other ac
modification or negligence by Client or third parties;

- for other defects of the goods not communicated to the Company within 8 (eight) days of delivery,
and in any case before said goods are used or sold to third parties.

Furthermore, the Company shall not be liable vis-à-vis the Client for loss of profit or revenue or damage or loss to other property or Product, capital, cost of purchased or replaced goods, claims of the Client’s clients or ultimate users of the Product, for consequential damage of any kind even if the Company has been informed of the possibility of such damages or losses.

The Company's liability towards the Client, for any items included in the Products sold pursuant to this Contract, due to negligence, breach of contract, false representations or otherwise, shall not under any circumstances exceed the sale Price of the defective, damaged or undelivered Product which gives rise to such liability, calculated by the net Price paid by the Client for the said Product.

16. Restitution of Products

The restitution of Products to the Company shall be governed by the specific conditions which the Company will indicate from time to time in writing. The restitution of goods in exchange for obtaining credit is not accepted, except with prior written agreement of the Parties.

After receiving the written authorisation from the Company to return the goods, the Client will return them perfectly intact and properly packaged to one of the Company's warehouses. Any modification or additions made by the Client to the Products shall be removed before restitution. The Products are returned at the Client's risk; therefore, it is agreed that the Client shall be responsible for any loss or damage to the goods. The Company, in any case, will check whether the returned Products are effectively in their original conditions, without prejudice to the Company’s right to request compensation for any damages or non-correspondence with the Products delivered to the Client. Furthermore, the Company shall not be liable in case of loss of returned Products, shipments to incorrect addresses or delays in the delivery of returned Products being it understood that the Client shall bear all the risks of such shipment.

17. Force Majeure

17.1. Either Party shall have the right to suspend the performance of its contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond its control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, epidemic or pandemic, energy black-outs, delay in delivery of components or raw materials.

17.2. The Party intending to make use of the present clause shall promptly communicate in writing to the other Party the occurrence and the end of such force majeure circumstances.

17.3. Should the suspension due to force majeure last more than 6 (six) weeks, either Party shall have the right to terminate the Contract by giving 10 (ten) days written notice to the other Party.

18. Miscellaneous

18.1. (Tolerance) Any tolerance by one Party of behaviour by the other that is in violation of the provisions contained in this Agreement, shall not constitute and may not be construed as waiver of the rights resulting from the provisions violated, nor the right to demand exact fulfilment all the terms and conditions laid down herein.

18.2. (Validity) Should any clause in this Agreement be declared null and void, in its entirety or partially, the validity of the remaining clauses shall not be affected by this and the clause deemed null and void shall be interpreted, as far as possible, according to the original intention of the Parties.

18.3. (Amendments in writing) This Agreement shall not be changed or modified except by written agreement, specifically amending, modifying and changing this Agreement, signed by both parties.

18.4. (Whole Agreement) This Agreement (including the Annexes to this Agreement) constitutes the entire agreement of the Parties, superseding all previous Agreements covering the subject matter.

18.5. (No Assignment). Neither Party shall transfer or assign this Agreement nor any rights or obligations hereunder without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

19. Dispute Resolution

19.1 (Arbitration) (if the Client is domiciled outside of the European Union and the EFTA)

Any controversies arising out of or in connection with this Agreement, including those concerning its validity, interpretation, performance and termination, shall be referred to and finally resolved by arbitration, by a sole arbitrator according to the International Arbitration Rules of the Chamber of National and International Arbitration of Milan. Seat of the arbitration: Milan, Italy.

19.2. (Jurisdiction) (if the Client is domiciled in another European Union member state or in an EFTA country)

For any controversies arising out of or in connection with this Agreement, including those concerning its validity, interpretation, performance and termination, the Courts of Florence, Italy, shall have exclusive jurisdiction; provided however that the Company, at its sole option, and as an exception of the above, shall have the right to bring proceedings before the Courts in the place of the registered office of the Client.

Pursuant to and for the effects of art. 1341 Civil Code, the following clauses are specifically approved:

- Specific characteristics of Products made by craftsmen - natural variations - conservation and maintenance of the Products (2.4); - Collections of Samples and Promotional Material (3.8); - Personalised and/or custom made Products (4.7); - Entry into Force of the Contract and Commencement Date (5.3); - Delivery terms (6.3); - Delivery terms (6.4); - Delivery terms (6.5); - Delivery and shipment - Complaints (7.3); - Delivery and shipment - Complaints (7.4); - Delivery and shipment - Complaints (7.8); - Prices (8.5); - Payment conditions (9.1); - Payment conditions (9.5); - Suspension of deliveries (10); - Delay or failure to collect the goods (11); - Warranty for defects and non-conformity; Liability of the Company (15.1); Exclusions from the warranty for defects and non-conformity (15.2.); - Limitation of liability of the Company (15.3); - Exclusion of liability of the Company (15.4); - Restitution of Products (16); - Arbitration (19.1); - Jurisdiction (19.2).