GENERAL CONDITIONS OF SUPPLY

Object of the sale. The product sold by SIC S.r.l. as specified in the order proposal.
Payment method. As agreed under the contract.
Stipulation of the contract. The proposal is irrevocable for the buyer for a 30-day period from the date of receipt thereof by SIC S.r.l. and will be completed with the confirmation of the order.
Prices. The price indicated are to be understood in units and are those set out in the current price list, which the buyer, by submitting the proposal, declares to have viewed and will be valid until publication of the new price list. 4.1) VAT, expenses and stamp duties, as well as bank charges are to be borne by the buyer and included in the invoice. 4.2) The cost of any accessories (e.g. frames, packaging, chains, etc.), unless agreed otherwise, will be accounted for in the invoice. 4.3) At any time during the term of the contract, SIC S.r.l. reserves the right to request, as security for the total payment, the issue of a first demand bank guarantee issued and/or confirmed by a leading credit institution.
Delivery times and risks. The supplies are deemed to have been delivered for all contractual intents and purposes, including with regard to payment, once the product has been made available at the factory of the manufacturing company SEIEFFE S.r.l. in Bonea (BN) S.S. Appia loc. Campizze 5.1) The delivery term provided in the order is not to be regarded as being firm, but is always determined approximately, therefore SIC S.r.l. will not be liable for any damages arising from a delay in the delivery. 5.2) For quantities of slabs ordered by the buyer and failed to be collected by the latter within the term agreed upon, SIC is authorised to issue a regular invoice with the wording “material ordered and available at the warehouse” payable within the terms set out under the contract. In the event whereby the buyer fails to collect the products from the warehouse of the manufacturing company SEIEFFE within thirty days of such products having been made available, the buyer will be required to pay, by way of compensation for occupying the warehouse area, the amount of Euro 2.00 (two) a day for every 100 kgs of product plus VAT. 5.3) After 90 days from the date on which the purchased products were made available and following further reminders requesting the buyer to collect the goods and clear the corresponding warehouse area, SIC S.r.l. will have the area cleared including through waste disposal of the products thereby seeking compensation for the additional cost incurred as a result thereof.
Ex Works and free of carriage. Each supply is understood as being ex works, free of carriage or ex warehouse in accordance with the the provisions set out under the contract. 6.1) Following delivery to the carrier, under no circumstances will SIC S.r.l. be liable for the risks pertaining to the goods, which will fall to the buyer, including any missing, broken, damaged or tampered with items, even if the price was agreed FOB designated port, CFR, carriage free or ex warehouse. 6.2) Transportation costs are to be borne by the buyer and will be charged in the invoice. 6.3) The transport operations will be incumbent on the buyer even in the event of delegation by the latter to SIC S.r.l. and will need to be entrusted to technically equipped companies in possession of proven expertise, which will be responsible for securing the goods to be transported so as to avoid any damage to people or things during transport. In any event, the buyer will be liable for any damage caused by the afore-mentioned transportation agencies.
Order offers and confirmations. Any offers made by SIC S.r.l. offices, employees, agents or operators, including in writing, are for demonstration purposes only and are never binding. Any indications regarding the type of products and the prices contained in the catalogues, price lists and other information material are of an equally non-binding nature. 7.1) The negotiation stages do not bind SIC S.r.l. under any circumstances unless they have been authorised in writing by its Director, who is the only person capable of legally and commercially binding the company vis-à-vis third parties. 7.2) These general sale terms and conditions override all previous agreements, undertaking and stipulations, whether verbal or written.
Payments, advances, interest due to delays and withdrawal from the contract. Without prejudice to the provisions set out in point 4.3 concerning the bank guarantee, the payments of all sums envisaged in these terms and conditions must be made by non-transferable cashier’s cheque made out to SIC S.r.l., or by bank transfer to the current account notified to the buyer. 8.1) Apart from the Director of SIC S.r.l., nobody is authorised to receive payments unless they have been granted a special power of attorney for that purpose; any payments made to subjects - including those tied to an employment contract with SIC S.r.l. - will not release the buyer from the payment obligations undertaken with the purchase. 8.2) Following any payment delays, including those arising from the bank guarantees, the SUPPLIER will be will be paid late interest according to the current rate as set forth by Legislative Decree 9/10/2002 No. 231 in implementation of EEC 200/35/EC directive, as well as inflation adjustments and compensation for greater damage. Each delayed payment will be first entered in the accrued interest account and then in the capital account. 8.3) The default, including partial, of each single payment and/or of the delivery of the bank guarantee, as well as the buyer’s insolvency as evidenced by transferred assets, protested cheques or bills of exchange, or by the initiation of insolvency proceedings against it, will entitle SIC S.r.l. to suspend the supply and unilaterally withdraw from the contract, which will be deemed to have been legally terminated due to the buyer’s serious default. 8.4) In any event, SIC S.r.l. is entitled to demand, by way of a penalty for compensation of the damage as a result of default, including partial, the fee agreed upon in the contract, without prejudice to any greater damage. 8.5) In the event of any payment delays for whatever reason, the discount benefit granted to the buyer will be automatically forfeited. 8.6) No exception or objection raised by the buyer will give the latter the the right to suspend or delay the payments as a whole or in part. 8.7) The buyer may not bring any action or claim nor raise any objection in court unless it provides evidence of the fulfilment of its obligations and, in particular, those relating to the payment of the price in full.
Warranties and claims. The goods warranty is limited to the sole first-rate material branded OKITE®. No warranty will be applicable to second or third-choice materials sold under another brand as these will be sold at a lower price; this will need to be notified to the end user who will be required to express its consent. 9.1) The product will be inspected at the time of its unloading at the buyer’s warehouse. SIC S.r.l. will accept complaints and claims from the buyer only if they are referred to ascertained structural defects of the OKITE® product and only if they have been put forward within 10 days of the loading date at the warehouse of SEIEFFE S.r.l., provided that no works (cutting, shaping) and/or installation have been carried out. 9.2) The buyer is required to inspect the product also prior to delivery to the end client or processing laboratory in order to eliminate any claims from the latter; otherwise, any and all claims willbe entirely and solely borne by the buyer. 9.3) For any material considered to be defective, SIC S.r.l. may propose a discount or instruct the buyer to return the product and replace it with another material. No compensation, sought for any title or reason, will be recognised to the buyer by express and essential agreement.
Materials quality and samples. The products sold by SIC S.r.l. meet the average manufacturing standard of the type of production under examination and, being made up of a combination of components of different colours and size, they may appear with some exterior differences and different shading effects. 10.1) The sample and their technical specifications subject to the buyer’s examination only have an indicative value, therefore the sale under these terms and conditions may not be understood as a sample sale.
Retention of title. The product supplied to the buyer is sold by SIC S.r.l. who will be entitled to collect payment thereof in accordance with the provisions set out in the foregoing point 8.1 up to the full and final settlement of all supplies, including in the event whereby the product has been transformed and deposited with third parties.
Recommendations and precautions during the processing and installation of the products. The manufacturing company SEIEFFE S.r.l informs both the buyer and the consumer that the products sold by SIC S.r.l. are not harmful to human health. However, some precautions must be adopted during certain work applications (cutting - grinding - shaping - processing in general) which, if carried out during a dry operation, may generate crystalline silica dust, the inhalation of which may cause some pathologies such as silicosis. Therefore, with regard to the performance of the afore-said operations, SEIEFFE S.r.l. recommends mandatorily putting in place a system that uses plenty of water and suitable installations for the collection and/or removal of fine dust, as well as the adoption of personal protection equipment (PPE), thereby also ensuring good ventilation of the work environments, in compliance with the guidelines set forth by the World Health Organisation (WHO), as well as by national and international legislation on the matter of workers’ health protection and safety at the workplace. SEIEFFE S.r.l specifies that, in the event of failure to follow the aforesaid precautions, it will refuse any and all liabilities for any possible damage to human health.
Limitation of liability for SIC S.r.l. Under no circumstances will SIC S.r.l. be liable for any damage arising from the use, including partial, or the inability to use the products, insofar as such limitation of liability represents a risk allocation that the parties have taken into due account in determining the prices of the products.
Invalidity of clauses and failure to exercise. Should any of these terms and conditions be deemed to be invalid and/or ineffective due to their being in conflict with mandatory and inviolable rules, the parties will proceed to amend the contract in order to ensure its compliance with the law; in any event, the possible invalidity of one clause does not affect the entire contract. 14.1) The contracting parties’ failure to exercise the rights and options arising from these terms and conditions does not result in any waiver of the obligations deriving from the same.
Personal data. The parties undertake to comply with the rules on Personal data processing (Legislative Decree 196/03) and in expressing - with their signature - their consent to such processing, they undertake to use such data solely and strictly in relation to the obligations arising from these terms and conditions.
Jurisdiction. Any disputes arising from the interpretation and performance of this contract and for which no amicable settlement can be found will be referred to an arbitration panel consisting of three arbitrators, one appointed by each of the two parties and a third one, acting as President, appointed by the parties’ arbitrators by mutual agreement or, in the lack of a mutual agreement, by the President of the Court of Benevento, who will also proceed to appoint the arbitrator for the party who failed to do so. The arbitration panel will convene in Benevento and rule according to the law and in compliance with the rules of the Code of Civil Procedure in force in Italy, as well as the special regulations of Italian legislation applicable to arbitration proceedings. However, any and all disputes relating to the payment of the fee will be exclusively submitted to the Judicial Authority and thus will not fall within the scope of the arbitration, including any disputes initiated by injunction proceedings, in relation to which the parties agree that the only competent court is the Court of Benevento. 16.1) For any communication and/or notice, including of a legal nature, SIC S.r.l. elects domicile at the secondary office in Bonea (BN) Via Campolongo snc Via Campolongo snc.