GENERAL TERMS OF SALE

1) Validity and legal effect. These general terms of sale regulate

all contracts of sale for the products commercialized by our com-

pany (“Products”) when reference is made in the relevant contract

agreed both with Italian and foreign buyers. This is also valid in the

event this contract is concluded by means of our acceptance of

orders sent in the absence of said buyers. Possible future modifica-

tions will have to be expressly agreed in writing.

2) Conclusion of the contract of sale. The contract of sale has

to be considered concluded after our written notice of acceptance

of orders made in writing by buyers; the same can be done with the

collection of orders by our representatives or brokers. Our partial

performance of an order when our previous notice of acceptance

is not present corresponds to our partial acceptance of said order

and counterproposal with regard to the Products which have been

delivered. In this case, the receipt of said Products by the buyer

corresponds to the acceptance of our counterproposal on the same

order and Products. The data on catalogue, price lists, ads and

advertising material that generally concern the Products’ features,

such as weight, dimensions, shades, etc., are not binding, unless

the contract of sale explicitly refers to them.

3) Prices. Unless otherwise agreed in writing, prices are those

indicated in our pro tempore price list for Products delivered “Ex

Works”, Incoterms I.C.C., Ed. 2010. Prices could be increased, if

between the date of our acceptance and the date of delivery raw

materials and/or labour and/or production costs, etc. should raise.

In case this increase is at least 20% higher than the price agreed,

the buyer will have the right to withdraw from the contract. This

right had anyway to be exercised within 10 days from the receipt

of the communication of price increases by means of a registered

letter with return receipt. An exception could be made for orders of

big quantities of Products and/or colours which are not included in

the pro tempore price list. Anyway in this case, the obligation to de-

liver materials will be effective after the receipt of the surety and/or

of the down payment agreed. As for orders of Products not present

in the pro-tempore price list in force, the buyer commits himself to

collect and pay a quantity of Products which can be higher or lower

than the original order with a maximum tolerance of 10%.

4) Delivery. Delivery terms are to be understood according to the

terms and conditions of clause “Ex Works”, Incoterms I.C.C., Ed.

2010. As a consequence, any risk of loss or damage during the

transport is to the buyer’s account. Possible contacts on our side

with forwarding agents and/or dispatches on the buyer’s behalf (in-

cluding a possible advance payment of the freight and/or possible

co-operations on our side for loading the Products at our premis-

es) will not modify the previously stated delivery terms. The date

of delivery has to be considered in favour of both parties, so it is

just an approximate terms, not essential unless otherwise agreed

in writing.

At the expiration of the term we will have the right to apply a supple-

mentary tolerance term of one month starting from the expiration of

the previous date. If the payment of a surety or of a down payment

is agreed, the delivery term will start from the date of the payment

of said surety or down payment. If the buyer does not collect the

Products within the term agreed, he will be anyway compelled to

settle the payment within the terms agreed: our company will have

then the right to be reimbursed of the expenses for the preservation

of the products in the warehouse.

5) Payments. Payments will have to be made within the term agreed

and anyway not after 15 days from our delivery notice. Unless oth-

erwise agreed in writing, the place of payment is that of our seat in

41042 Fiorano Modenese (Modena, Italia) – Via Ferrari Carazzoli no.

84. Delays in payments after the term agreed, even if partial, will im-

mediately cause the calculation of default interests, corresponding

to the official Italian discount rate increased by 4 points, in addition

to the possible other damages caused by a currency devaluation.

The delay of payment after 15 days from the term agreed will bring

us to consider the contract as being terminated for breach as well

as the subsequent instalments eventually previously agreed upon

on his favour. The delayed or lacked payment of some Products,

for any reasons, ascribes our company the right to suspend the fol-

lowing obligations, including the delivery of the following Products.

6) Solve et repete. The buyer cannot deny or delay payments

for any reason, including for alleged faults and/or defects of the

Products. In case of real faults and/or defects of the Products, the

buyer will have the right to ask for reimbursements just after the full

payment of the price or of the expired instalments.

7) Reservation of property. Products are sold with reservation

of property in conformity with Art. N° 1523 and followings of the

Italian civil code. The buyer acquires the property of Products only

when the payment of the last instalment has been performed. The

buyer undertakes the risks which could possibly arise after delivery.

8) Guarantee for Products’ faults. Products are guaranteed in

conformity with the general technical rules on ceramic products

and in particular with the instructions mentioned in the summarizing

part of Boxer’s general catalogue, as well as with the normal uses

in this sector. These are anyway first choice Products with express

exclusion of both second and third choice and stock Products. This

guarantee is limited to the period of time starting from the risk

transfer until the end of the twelfth following month, unless oth-

erwise specifically stated in written and is subject to the buyer’s

notice of possible faults to our seat of 41042 Fiorano Modenese

(Modena, Italia) – Via Ferrari Carazzoli no. 84. This communication

is subject to penalty of expiration in conformity with Art. n° 1495

and followings of the Italian civil code within 8 days from delivery

or discovery, subject to the condition precedent that Products have

not been used. This guarantee just refers to the replacement of

Products with faults, with exclusion of any other claim and/or reim-

bursement such as, without any restrictions: damage to persons,

damage to things that are different from the Products, loss of profit

and any other damage that could have been reasonably predicted or

avoided by the purchaser at the contract conclusion, unless in case

of fraud or gross fault. The use of the Products or their improper or

incorrect employment causes the lapsing and the implicit renunci-

ation of the buyer to any possible legal action and/or exception for

clear and hidden faults.

9) Law in force. These General Terms of Sale and the relationships

which they regulate are drawn up and regulated by the Italia state

law.

10) Competent court. All disputes arising in connection with these

General Terms of Sale and with the relationships which they regu-

late are under the exclusive competence of the court in Modena.

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