GENERAL EXPORT SALES CONDITIONS 2023

1. Scope - These General Export Sales Conditions, when not derogated by applicable Client-specific Customized Export Sales Conditions, shall govern the relations between Panzeri Carlo S.r.l. and the Client, regarding the purchase - directly from the same Panzeri Carlo S.r.l. - of products "business to business - B2B", carried out by the Client’s purchase offices based outside of the territory of the Italian Republic, from 01/03/2023, until the publication by the aforesaid Panzeri Carlo S.r.l. of new General Export Sales Conditions on its website, www.panzeri.it. Starting from the aforementioned publication of new General Export Sales Conditions, to the same type of purchases of above - provided that carried out after such date - shall instead apply said new Conditions, which are in turn hereby explicitly accepted by the Clients, through their consent to the present ones. However, it is hereby agreed and understood, that - in case of subsequent publication of new General Export Sales Conditions - those in effect at the time of purchase will find always application for the relevant purchased products or components, even if the new ones are more favorable for one of the Parties.

2. Modes of order placement - Phone or verbal orders will not be accepted. Orders must be confirmed by the Client in written, or by e-mail, provided that the relevant e-mail account is associated with the Client's official domain name and unequivocally assigned to a staff member of the purchase office of the Customer, duly authorized to place the aforementioned orders in name and on behalf of the Client.

3. Orders fulfillment - In case of products or components supplied in multiple packaging, in no event it will be possible to divide this latter one. Moreover, in any case, Panzeri Carlo S.r.l. reserves the right to process the orders depending on stocks availability and eventually split them in partial shipments.

4. Transportation and relevant liabilities - Panzeri Carlo S.r.l. declines any liability for transportation damages as products are inspected and carefully packed before shipment. The receiving Client shall check the products at the delivery, reporting immediately in written to the carrier any eventual damage, on the transportation document. Claims for faults, defects, missing pieces or damages to the materials shall be lodged in written no later than 8 (eight) days from the receipt of the products. In this latter case, subject to the explicit authorization in written by Panzeri Carlo S.r.l., the relevant products shall be shipped back to the same Panzeri Carlo S.r.l., perfectly packaged, at Client's sole expenses.

5. Warranty - The warranty offered by Panzeri Carlo S.r.l. on the products purchased in force of these General Export Sales Conditions is that governed by the B2B General Warranty published on its website, www.panzeri.it, at the time of acceptance of the relevant order by the same Panzeri Carlo S.r.l..

6. Return of products – All the products of Panzeri Carlo S.r.l. are manufactured complying with the safety rules provided for by the European Union legislation, and are consequently “CE” marked. Once the order is regularly transmitted, confirmed and shipped out, return of products will not be accepted, unless explicitly authorized in written by Panzeri Carlo S.r.l., exclusively by way of exception, provided that in very particular circumstances and subject to its own discretion. In this latter case, the relevant products shall be shipped back to the same Panzeri Carlo S.r.l., in its offices of Via Padania 6/8, Biassono (MB) – Italy, perfectly packaged, at Client's sole expenses.

7. Reservation of title – All the products and components will remain the sole property of Panzeri Carlo S.r.l. until fully paid by the Client. Moreover, in case of missing or delaying payments, Panzeri Carlo S.r.l. reserves the right to suspend any further order handling or delivery until settlement of the outstanding debts by the Client.

8. Payments - Payments must be made by the Client only by bank transfer. 

Without prejudice to the provisions of art. 17 of these General Export Sales Conditions, any discounts, by Panzeri Carlo S.r.l. towards the Client, with respect to the full price of the products, will be applicable between the Parties, if and only if, prior to the order request, the Parties themselves have agreed, or have indicated in advance, the criteria for determining them (hereinafter, " Wholesaler Discount "). 

9. Delay interest - If payment is made after the due date, interests will be charged to the Client at the current applicable rate, consisting in the percentage set forth by the governing law for commercial transactions.

10. Products description - Descriptions and dimensions of the products reported in the catalog and in the price-lists are indicative only. Moreover, Panzeri Carlo S.r.l. reserves the right to make changes to the products without prior notice to the Client, because of manufacturing requirements or to improve and update such items. 

11. Additional and multiple orders - The colors of glass, the shape of materials and the process of golden, silver and copper leaves application and the metallic finishes such as bronze, brass matte, titanium, corten, due to the artisan handwork required, are susceptible of slight variations of tonality and finishing quality; accordingly, it is not guaranteed the exact shade of color, shape and finishing quality in case of additional orders, or even within the same multiple order. 

12. Prices - The sale prices reported in the price-lists can be changed at any time by Panzeri Carlo S.r.l..

13. Order fulfillment terms - The order fulfillment terms reported in the pro forma invoice are indicative only and Panzeri Carlo S.r.l. reserves the right to modify them at any time. 

14. Delivery terms: Ex Works   (Ue) -  FCA Biassono (extra Ue) Inconterms 2020

15. Governing law and Jurisdiction - The purchases regulated by these General Export Sales Conditions shall be governed by and construed in accordance with the Italian Law, excluding its conflict of laws principles, when providing for the application of any other national Law, as well as the United Nations Convention on the International Sales of Goods, when providing for more restrictive terms, or a superior burden, for Panzeri Carlo S.r.l.. The Courts of Monza (MB) – Italy shall have exclusive jurisdiction over any dispute relating to the aforesaid purchases and the terms and conditions set forth herein, their validity, their enforcement and their interpretation. However, when the subject matter of such disputes is reserved by the governing Law to the exclusive jurisdiction of the Firms' Courts, the Firms' Courts of Milan – Italy shall have exclusive jurisdiction.

16. Prohibition of E-commerce - In order to sell the products purchased by Panzeri Carlo S.r.l. through online sales points in the e-commerce mode, also with the help of social networks, the Client shall not be able to make use of these General Export Sales Conditions, but shall have to sign the Agreement For Online Resale And Warranty, whose terms and conditions apply to such resale. 

The Agreement For Online Resale And Warranty can be requested from Panzeri Carlo S.r.l., at the email address panzeri@panzeri.it

Failure to comply with this article may result in the inclusion of the Client in a black list of persons who will be denied the future purchase of Panzeri Carlo S.r.l. Products.

17. Registered Projects Case - Anyone, natural and/or legal person, who is a Client, or a professional and/or studio and/or agency in the field of architecture and design, or a person, natural and/or legal person, who carries out the activity of agent and/or business procurer, also in application of an existing contractual relationship with Panzeri Carlo S.r.l., has the right to register on the website, www.panzeri.it, by filling in all the fields of the form provided therein (hereinafter, "Registered User"). 

Subject to compliance with the conditions listed in the following paragraph, each Registered User may, within the specific space on the website, www.panzeri.it, register one or more projects, having as their object the construction of buildings and/or furnishings with products of Panzeri Carlo S.r.l. (hereinafter, "Future Project(s)"). The Registered User shall provide the details of the members of the work team involved in the Future Project(s), communicating them to Panzeri Carlo S.r.l. as soon as the same subjects have been selected by the same, also identifying the Client or chosen (hereinafter referred as the "Selected Wholesaler") for the sale of Panzeri Carlo S.r.l. products included in the Future Project(s).

The Future Project to be approved, as "Registered Project", by Panzeri Carlo S.r.l., it must provide for its finalization: (i) the payment by the Selected Wholesaler, at the moment of the execution of the Future Project, of an order of products of Panzeri Carlo S.r.l. with a value equal to euro 10.000,00 (ten thousand), calculated on the basis of the selling prices at the time of registration of the same (hereinafter, "Future Order"); as well as (ii) the communication by the Registered User, at the time of registration of the Future Project, of all the information requested by Panzeri Carlo S.r.l., related to the Future Project itself, including also the data for the identification of the final client, and related to the products of Panzeri Carlo S.r.l. that make up the Future Order; and finally, (iii) that the Future Project itself has not already been previously registered and approved by Panzeri Carlo S.r.l. as a Registered Project. 

Once the above mentioned conditions have been verified by Panzeri Carlo S.r.l., the Future Project will, in case of approval, be registered by the same in its digital database, as "Registered Project", with the assignment of a registration number that the Selected Wholesaler must indicate at the moment of the Future Order.

If a Client (hereinafter defined "Other Wholesaler"), places one or more orders, having as a whole, the same products of Panzeri Carlo S.r.l., present within a Future Order for which it has not been chosen as Selected Wholesaler within the Registered Project (hereinafter, "Identical Order"), Panzeri Carlo S.r.l. shall have the right to request to the Other Wholesaler the correct references for the identification of the customer, to whom the same will resell the products of Panzeri Carlo S.r.l. that make up the Identical Order. If the Identical Order has been made for the same customer indicated in the Registered Project, or if the same customer is not identified, Panzeri Carlo S.r.l. reserves the right to apply to the Other Wholesaler the full selling price of the products at the time of their purchase, even if they have been exclusively agreed upon (such as, for example, through Customized Export Sales Conditions) personal discounts. 

In the hypothesis described in the previous paragraph, if the Other Wholesaler purchases in any case the products object of the Identical Order, Panzeri Carlo S.r.l. will grant the Selected Wholesaler the right to purchase at a reduced price the products of Panzeri Carlo S.r.l. in the following order request (hereinafter, "Special Discount"). The value of the Special Discount will be quantified by Panzeri Carlo S.r.l., mutatis mutandis et ceteris paribus, on a case by case basis, based on the value of the Future Order, subject of the Registered Project, for which the Selected Wholesaler was chosen, and the Wholesaler Discount, which the Selected Wholesaler already enjoys.

In any case, this Special Discounts, unique for each individual Future Project, will be applied, once and only for the order application following its concession.