1 Applicability of the terms and conditions.

1.1. The terms and conditions hereunder (hereinafter called “ the CONDITIONS “) shall be an integral part of all contracts of sale for the range of ceramic products of the Cotto d’Este label (hereinafter called “ the PRODUCT/S “) entered into by the company Panariagroup Industrie Ceramiche S.p.A. (hereinafter called “ the MANUFACTURER “). With the exception of specific waivers set down in writing and signed by the MANUFACTURER, the terms and conditions hereunder shall be the exclusive terms and conditions regulating the above mentioned sales. Should one or more sections of the CONDITIONS, or any individual contract including them, become invalid, the general or particular CONDITIONS shall nonetheless remain valid as a whole. The parts that have been invalidated shall be replaced by agreements that shall, as far as possible, reflect the original intentions of the parties.

2 Conclusion of the Contract of Sale – Product Delivery.

2.1. The Contract of Sale shall be considered valid from the moment the offeror and placer of the order shall become aware of the written consent of the other party.
2.2. Under no circumstance shall any order that is not confirmed in writing be considered as accepted, except in the event of execution of same by the MANUFACTURER by means of shipment or delivery of the PRODUCTS. Partial delivery of PRODUCTS ordered shall not be construed as acceptance of the whole order, but only as acceptance of the PRODUCTS effectively delivered.
2.3. Unless otherwise agreed in writing, PRODUCT delivery and eventual returns in Italy and outside of Italy shall be made in compliance with the commercial term “Ex-Works”. This formula, and any other formula governing returns that may be agreed in writing as an alternative to the original formula, shall refer to the version of the Paris International Chamber of Commerce “Incoterms” in force at the time of sale. The forwarder to be charged with transport of the goods shall be indicated by the Buyer.
2.4. Unless otherwise agreed, all the dates indicated as delivery dates shall be considered as indicative.

3 Product Features – Warranty – Claims

3.1. Ceramic tiles and other ceramic PRODUCTS manufactured by Panariagroup S.p.A. shall comply with European standards UNI-DIN-ISO 13006-G. The MANUFACTURER shall sell exclusively to professional dealers. These latter are liable for the correctness of the technical information provided end users and/or retailers. Product classification shall be indicated by the MANUFACTURER on advertising material and/or price lists. In consequence, the Buyer shall make use of the PRODUCTS in compliance with the classification provided by the MANUFACTURER.
To facilitate correct understanding of the indications for use, and in order to adapt standard classifications to the specific features of the MANUFACTURER’S production, each product appearing on price lists or in catalogues shall be flagged with signs indicating the specific use recommended by the MANUFACTURER. 3.2 Differences of tone or shade are not defects of the PRODUCTS rather a characteristic of the specific material fired at high temperatures. The property of Frost Resistance shall apply only to those PRODUCTS that the MANUFACTURER guarantees expressly in this regard with specific indication thereto given on advertising material and/or price lists. In the absence of any such indication, ceramic materials are to be considered as installable exclusively in interior environments or in any event in areas protected from the elements. The frost resistance property is guaranteed for a period of 2 (two) years.
3.3 Glossy surface ceramic materials must never be used in ground floor environments with access to the exterior, nor in environments destined for heavy pedestrian traffic. In addition, glossy surface tiles tend to be slippery, especially if wet. As a result, the MANUFACTURER does not advise their use in public environments. Areas and environments subject to heavy pedestrian traffic should be equipped exclusively with PRODUCTS indicated by the MANUFACTURER as specifically suitable for public places.
3.4 PRODUCT illustrations on brochures and other advertising materials supplied by the MANUFACTURER are merely indicative and do not necessarily represent the final appearance of the PRODUCT in question once actually installed.
3.5 The MANUFACTURER shall guarantee the good quality and absence of flaws of the PRODUCTS delivered. This guarantee shall not apply to PRODUCTS classed by the MANUFACTURER as less than prime quality goods nor to end-of-series PRODUCT batches sold in bulk and flagged as special consignment goods. 3.6 The MANUFACTURER shall not be liable for any PRODUCT defects and/or anomalies not due to the intrinsic quality of the PRODUCTS but rather to improper use by buyers and/or by other claimants. In particular, the MANUFACTURER shall not accept claims in regard to the circumstances described above.
3.7 The buyer shall notify the MANUFACTURER in writing of all claims within 8 (eight) days of delivery of the goods. In the event of latent defects, the latest date of notification shall be 8 (eight) days after the discovery of such defect. In no case shall the MANUFACTURER be liable for defects notified after 12 (twelve) months following the delivery of PRODUCTS to the first buyer by the MANUFACTURER. To this end, in derogation of the provisions of Art. 1519 –5 of the Italian Civil Code, the retailer shall have right of recourse against the MANUFACTURER for only 1 (one) year from the date of delivery of the PRODUCTS.
3.8 As a general rule, the warranty shall cover only those defects and flaws found in products not yet installed. In the event of latent defects detectable only subsequent to installation, the warranty shall be valid only if the MANUFACTURER ascertains that installation was carried out according to standards of good workmanship (in compliance with the national code of practice for product installation or the relevant ISO European standards).
3.9 MANUFACTUER warranty shall be confined to replacing, transportation paid, the defective products with others of the same type that do not present defects. No reimbursements for any other charges and/or accessory expenses shall be due. In particular, the MANUFACTUER shall not be liable for any PRODUCT demolition and re-installation costs.
In any event, MANUFACTUER warranty shall not exceed 5 (five) times the value of the material contested, with a maximum claim in the amount of 10,000,00 (ten thousand) Euros.

3.10 The MANUFACTURER shall not be liable for claims lodged on the basis of classifications of ceramic material made by verification and/or certifying bodies other than the European organisations mentioned under article 3.1 and determined according to technical specifications not adopted by the MANUFACTURER. Any expert assessment undertaken by the buyer shall in all events be based on compliance of the material in question with the technical specifications indicated by the MANUFACTURER and in force in Italy.

4 - Prices and Settlement Terms

4.1 PRODUCT sale prices shall be those indicated on the price list of the MANUFACTURER in force at the time of order confirmation. In the event of multiple-consignment of a single order, unless agreed in writing as being fixed, the price shall be that indicated on the price list in force at the time of each individual consignment. In the case of PRODUCTS for consignment outside of Italy, the MANUFACTURER shall have the faculty to choose whether to calculate prices in the currency of the country of destination or in Euros.
4.2 Unless otherwise agreed, the Buyer shall settle payments by means of bank transfer within 30 (thirty) days from date of invoice. The Buyer shall also be liable for all bank and negotiation charges. In the event of late payment, the MANUFACTURER shall, without any requirement to serve notice to perform, be entitled to receive eventual damages as well as default interest as provided for by Italian Decree Law no 231/2002, and to withhold or cancel the consignments in course. 4.3 Any discounts or specific agreements regarding individual consignments shall be considered valid only if expressly indicated in writing on the relevant invoice for the consignments in question.

5 Agents

5.1. The agents of the MANUFACTURER are not authorized to act in the name of or on account of ,or on account of the MANUFACTURER, unless specifically provided with written authorization.
5.2. Orders transmitted by agents to the MANUFACTURER are not binding , and should therefore be explicitly accept in writing by the MANUFACTURER.

6 Retention of Title

6.1. Under the provisions of Art. 1523 et seq. of the Italian Civil Code, the parties to this agreement hereby agree that title to the PRODUCTS sold shall remain with the MANUFACTURER until such time as the full amount agreed is paid. All risks for product loss shall, however, pass to the Buyer at the time of delivery of the PRODUCTS.
With regard to sales outside Italy, in the event of goods being sold and delivered to third parties, within the framework of normal business dealings with the Buyer and before the transfer of title, such title to the PRODUCTS shall remain with the MANUFACTURER also in respect of third parties, provided the law of the country in question so permits.
6.2. In the event of Buyer default, the MANUFACTUER shall, without any requirement to serve notice to perform, be entitled to collect all the goods to which it still holds title, and, should the laws of the country permit, claim all instruments of credit issued in favour of third parties concerning said goods, without waiver of any right to seek appropriate remedy through legal action for damages incurred.

7 Force Majeure
7.1. The MANUFACTURER shall not be liable to the Buyer for any failure to fulfil the provisions of the Agreement, including failure to deliver or late delivery of goods if caused by events outside his reasonable control. Examples of such circumstances, although not limited to these, are delayed or non-consignment of processing materials by suppliers, plant failure, strikes or other industrial action, energy outage, suspension or hold-ups in transport.

8 Applicable Law – Competent Court

8.1. The export sales agreements to which the MANUFACTURER is a party are all regulated, with regard to any aspects not provided for under these General Terms and Conditions of Sale, by the Vienna Convention of 11th April 1980 on international sales contracts of tangible goods.
8.2. The court with jurisdiction in the event of any dispute arising regarding the sales of PRODUCTS by the MANUFACTURER and any agreements thereto shall be the Court of MODENA, also in the case of legal action taken with regard to credit instruments issued in favour of the MANUFACTURER as a means of settlement.
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