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Sales terms and conditions

Sales terms and conditions

GENERAL EXPORT SALES CONDITIONS 2019

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 01/04/2019, 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. It remain understood that Panzeri Carlo Srl will not accept orders for products for an amount less than Euro 300,00 ( threehundred/00) net.

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.

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 marked. Once the order is regularly transmitted, confirmed and shipped out, return of products will not be accepted.

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.

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, 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. Delivery times – The delivery times 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 Biassono ( Mb - Italy)

15.Registered projects – In relation to orders made by Clients not in possession of projects registered within the Panzeri systems, where the products ordered are the same as those included in projects registered in the Panzeri systems, Panzeri Carlo S.r.l. reserves the right to apply to this order the basic discount, regardless of the discount applied to this Client as entered in its personal data box.

16. 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.