Sales conditions

Article 1. SCOPE OF APPLICATION OF THE GENERAL CONDITIONS

1.1. Scope of application

These general conditions of sale (the “General Sales Conditions”) govern all the agreements for the sale, from Calligaris S.p.A. (“Calligaris”) to a retailer (the “Retailer”), of the products (the “Products”) bearing the trade mark and/or logo as illustrated in the price list to which these General Sales Conditions have been printed in the footnote and that Calligaris is willing to make available to the Retailer through the delivery of the relevant price list.

The Products included in the current General sales Conditions are distributed by Calligaris through a Selective Distribution System. The System aims at providing high quality services before and after sales; moreover, it implements a specific brand policy to protect the image of the Products.

The Selective Distribution System is based, among other things, on the realization of a dedicated space for the Products display and on a high level of sales and customer service.

Furthermore, the Retailer must sell the Products in strict compliance with the contract, thus must not sell to unauthorised dealers that are not bound to any standard obligation, as this kind of sales may seriously damage image and reputation.

This General Sales Conditions form an integral and substantial part of all orders and order confirmations regarding the Products made by and towards each Retailer.

1.2. Amendments and supplements

The Products to which the General Sales Conditions refer are those indicated in Calligaris’ price lists in the footnote of which these General Sales Conditions have been printed as applicable at the time of the acceptance of the order by Calligaris, with the specifications and designs contained therein. Any amendments to the technical specifications of

the Products requested by the Retailer must be accepted by Calligaris in writing.

These General Sales Conditions exclude any other conditions in relation to the Products unless otherwise agreed upon in writing with Calligaris. Any amendment or supplement to the General Sales Conditions by the Retailer shall be valid and binding only provided that it has been specifically approved in writing by Calligaris.

Article 2. ORDERS

2.1. Submission procedure

Each order for Products (each, an “Order”) shall be made in writing preferably through the dedicated portal (https://portal.calligaris.it) and shall include all necessary items for the correct identification of the Retailer (name or company name, address, telephone and fax numbers) and of the Products ordered. Pursuant to and for the purposes of Articles 1329 and 1331 of the Italian Civil Code, each Order, and likewise any other order for Products, shall be intended as a proposal for the purchase of the relevant Products by the Retailer, governed by these General Sales Conditions, and shall be irrevocable for a period of 90 (ninety) days from the date on which Calligaris receives such Order.

2.2. Completion of the Order

Each Order shall only be intended to have been accepted only when a written confirmation is given by Calligaris to the Retailer (an “Order Confirmation”). In any event, Calligaris reserves the right to reduce the quantities ordered in compliance with its own manufacturing and business needs, notifying the Retailer thereof in writing.

The Retailer shall be however required to check the Order Confirmation and, should he find any mistakes or differences in the Order Confirmation with respect to the Order or to any order made with respect to Products, he shall promptly notify Calligaris thereof.

The acceptance by Calligaris of one or more Orders cannot be deemed as a circumstance which may be relied upon in relation to the acceptance of future orders that Calligaris

remain free to refuse at its discretion, without such refusal may lead to any responsibility of Calligaris itself.

2.3. Exclusive right

The issue of an Order Confirmation by Calligaris shall not grant any exclusive rights to the Retailer. Calligaris shall be entitled to enter into agreements with third parties for the supply of Products identical or similar to those included in the Order, even where such third party operates in the same territory in which the Retailer operates.

Article 3. PRICES AND TERMS OF PAYMENT

3.1. Retailer’s purchase price

The purchase prices to be paid by the Retailer are those indicated in the price list of Calligaris as at the date of delivery of the Products in the Retailer’s country, inclusive of any discounts granted by Calligaris to the Retailer in each Order and confirmed in the Order Confirmation, corresponding to those indicated in the relevant invoice issued in

relation to the Order (hereinafter, the “Price”).

Such unit prices are exclusive of VAT and inclusive of any additional cost incurred by Calligaris for packaging, shipping, loading and any other costs or charges as may have been sustained up to delivery, save for the provisions of Article 4.3 below.

 

3.2. Calligaris’ price lists

The Calligaris price lists applicable in each country from time to time represent the recommended retail prices of the Products.

3.3. Payment conditions

The terms of payment of the Products, indicated in each Order and confirmed in the Order Confirmation, shall commence from the date of the invoice issued in relation to the performance of the Order, regardless of the actual date of delivery of the Products.

Should the Retailer fail to comply with the terms of payment set out in each Order, Calligaris shall be entitled immediately to suspend the delivery of the Products, even relating to agreements that are already being performed, to immediately terminate the relevant agreement under Art. 1456 Italian Civil Code and to obtain compensation for any damage incurred.

Calligaris shall be entitled to withdraw from the agreement, by mere written notice, should suddenly occur certain objective facts, or however facts unknown at the time the Order was accepted, that cause Calligaris to presume that the Retailer is going to be insolvent or unable to timely pay the agreed consideration.

3.4. Extensions and default interest

Due to the restrictions deriving from the insurance policies covering its trade receivables, Calligaris is not allowed to grant extensions or derogations from the terms of payment agreed and set out in the Order Confirmations.

Default interest shall accrue in favour of Calligaris on any amounts owed and not paid by the Retailer within the agreed terms, at the rate indicated by Article 5, Legislative Decree no. 231 of October 9, 2002.

In any event, Calligaris shall be entitled to obtain the refund of all costs incurred due to the Retailer’s late payment.

Article 4. DELIVERIES

4.1. Delivery “Carriage and Insurance paid to the place of destination” (CIP)

Unless otherwise agreed in writing and resulting from the Calligaris Order acknowledgement, Products are delivered following the “Carriage and insurance paid to the place of destination” (Incoterms 2020).

The Retailer will remain exclusively responsible of all the risks and costs arising from the failure or delay to take delivery of the Products at the place of destination and within the agreed delivery timescale. The places of delivery will be the ones indicated on each Order Confirmation.”

4.2. Delivery terms

The delivery terms indicated in the order confirmation are indicative of the average delivery time usually estimated at the time of order confirmation. These terms, upon notice to the Retailer, however, may be subject to changes due to production requirements, unexpected events and market fluctuations.

4.3. Notice to perform and termination of a sale

If the Products are not delivered upon the agreed terms, the Retailer shall be entitled to terminate the agreement pursuant to Art. 1454, Italian Civil Code, through a notice to perform (diffida ad adempiere), requiring Calligaris to deliver the goods within a period of not less than 20 (twenty) days and the warning that failure to do so shall imply the

termination of the agreement.

4.4. Minimum orders, delivery in several batches and change in quantities

Calligaris reserves the right to deliver the Products ordered in several consecutive batches, at no additional cost for the Retailer.

Unless otherwise agreed in writing between the parties, in case of separate deliveries, the payment term of each lot of Products shall commence as from the relevant date of delivery. The quantity of Products per package is predetermined.

4.5. Ownership of the products

Without prejudice to the transfer of the risk to the Retailer upon delivery, the property right of the Products sold under these General Sales Conditions shall remain with Calligaris until the actual payment in full of the Price according to the terms set out in the Order and the Order Confirmation.

Article 5. COMPLAINTS, WARRANTIES AND RETURNS

5.1. Complaints

a) Defects or differences evident at delivery

Any complaints regarding quantities of Products and any reservations for evident damage of the delivered Products or to the relevant packaging (such as, but not limited to: broken or damaged packages or missing packages) shall be made as follows under penalty of forfeiture: (i) made in writing by the Retailer to the carrier upon delivery and (ii) communicated in writing from the Retailer to Calligaris by and not later than 48 (fourty-eight hours) from delivery.

 

 

 

b) Apparent defects of Products

The Retailer shall notify to Calligaris in writing any complaints for apparent, even though cosmetic, defects (provided that they are not included in defects described in point a) above), meaning by apparent defects those recognizable using normal diligence of the professional dealer (including but not limited to: lack of some parts of Products, as identified in the components list included in any package, scratches, abrasions, dents, unexpected dullness of external surfaces etc.) as follows under penalty of forfeiture:

- by and not later than 8 (eight) days from their discovery, and provided that it is, in any case, before assembly of the Products at the customer’s premises;

- in a written notice, containing (i) photographic images showing the presence of defects, (ii) a short description of the defects and the circumstances of their discovery.

The Retailer acknowledges and agrees that it is its duty to verify the Products, and notify any apparent defects before proceeding with the assembly of the same at the customer’s premises.

In case the Products present apparent defects, the Retailer undertakes to abstain from assembly the same, unless otherwise instructed in writing by Calligaris.

c) Not apparent defects of Products

Any complaints regarding not apparent defects, as specified above, or regarding functionality of Products (including but not limited to: coherence and congruence between the parts of a Product, such as anomalies in size, recognizable only at the time of assembly), shall be notified in writing to Calligaris by and not later than 8 (eight) days from their discovery, with the same formal manner provided under point b) above.

In any case, no claim or complaint may be raised with regard to Products after 12 (twelve) months from the date of their delivery.

5.2. Warranties and limitations of liability

The warranty for the Products is limited to those cases in which flaws or defects are directly and exclusively attributable to Calligaris. Any alteration in the Products’ packaging or any tampering therewith by the Retailer or third parties, as well as any non-compliance with the cautions and provisions regarding preservation, maintenance, use and control

of the Products in accordance with the best practices of the sector, shall result in the forfeiture of the warranties provided by Calligaris in relation to any defects of the Products; being the compliance of the Products with the indications included in each Order confirmed in the Order Confirmation verified with reference to the condition and quality of the same Products at the time the risk therein is transferred to the Retailer.

It remains understood that Calligaris refuses any responsibility regarding assembly of the Products at the customer’s premises, since assembly activities remain under direct management and under responsibility of the Retailer.

In no event Calligaris shall be deemed liable for indirect or consequential damages and/or loss of profits which the Retailer may incur as a consequence of defects in the Products, such as (but not limited to) cancellation of orders by any customers, penalties for late deliveries or refunds of any nature, as well as for losses which the Retailer could have

avoided by following Calligaris’ reasonable suggestions and instructions, or caused by the Retailer’s failure to adopt all suitable safety measures in accordance with the best practices of the sector.

5.3. Returns

In all cases of return, the Products shall be made available for their relevant collection at the time and in the way requested by Calligaris. No return of Products shall be accepted unless previously authorised in writing by Calligaris further to the receipt of the relevant request form duly and entirely completed.

The authorisation to the return granted by Calligaris shall also be valid as an Order Confirmation for the delivery of replacement products, which shall be duly invoiced.

Returns shall only be made through the transport vehicles authorised by Calligaris and the relevant Products shall be accompanied by the return authorisation document. Returns of Products shall be delivered to Calligaris within 60 (sixty) days after Calligaris’ authorisation. If, on at least 2 (two) occasions, the Products to be returned are not delivered upon

transit of the transport vehicle authorised by Calligaris, the authorisation to return them shall be automatically intended to be null and void, and the Products shall be entirely paid at the terms indicated in the original Order.

Use of carriers other than Calligaris’ transport vehicles must be previously authorised by Calligaris.

The return shall be made using the original packaging, or a substitutive packaging suitable to properly protect the Products during transport.

Calligaris shall always be entitled to verify the integrity of the Products returned and, where appropriate, to refuse the return or, if damage is caused as a result of unsuitable packaging, to charge the Retailer for the additional costs for repairs.

Once the Products and the presence of flaws and defects for which the Products have been returned have been verified, Calligaris shall notify the Retailer thereof and issue a credit note with respect to the invoice issued for the performance of the Order.

If the criteria for the return procedure activated by the Retailer are not met, this latter shall remain bound to pay the Price for both the Products returned and those delivered as replacement.

Retailers have no right to offset the credit deriving from the returned Products against debt owing for Products included in separate Orders.

Article 6. TAXES, RATES

All taxes and duties payable on or in relation to the Products purchased shall be borne by the Retailer. The consequences of any amendments to the law during the period of performance of the agreement shall be borne by the Retailer even in case of delays in delivery of the goods.

Article 7. RESALE OF PRODUCTS

7.1. Agreed sale conditions

The Retailer may sell the Products exclusively in the points of sale whose address is set out in the Order. The sale of Products in points of sale other than those indicated in the Order is subject to Calligaris’ written authorization, being understood that it is expressly forbidden to the Retailers having their registered offices or their points of sale located

outside the European Union to sell the Products inside the territory of the European Union without the prior written consent of Calligaris. Moreover it is forbidden to the Retailers having their registered offices or their points of sale located inside the European Union, but in countries other than Italy, Belgium, France, Greece, Ireland, Luxembourg, Spain,

Portugal, United Kingdom, Poland, Czech Republic, Slovakia, Bulgaria, Cyprus, Estonia, Finland, Latvia, Lithuania, Malta, Romania, The Netherlands, Slovenia, Sweden, Hungary to promote and/or to carry out active sales as defined in paragraph 51 of the Guidelines of Vertical Restraints of the European Commission (2010/C 130/01) (“Active Sales”) of

the Products of the range inside these latter countries. If a Retailer decides to sell the Products via internet he shall give the relevant notice to Calligaris and fulfill the internet sales provisions under Art. 8 below.

7.2. Verifications and controls

Calligaris shall be entitled to request at any time information on the procedures for sale of Products and the characteristics of the final customers of each Retailer.

Article 8. INTERNET SALE

The Retailers, with Calligaris’ prior express written consent, will be able to sell the Products online, with the express exclusion of sales through the Calligaris e-commerce platform, which will be managed directly by Calligaris, in compliance with the following obligations and with the Calligaris branding policy, without prejudice to the application of a number of provisions agreed in writing with Calligaris.

8.1. Domain name

The Retailer is not allowed and may not proceed in recording any domain name containing, in whole or in part, the brand literal logo Calligaris. In the event that the Retailer intends to market the Calligaris Products via an internet website (the “Website”), it shall obtain prior written consent from Calligaris, giving notice of the domain name or names used.

8.2. Contents of the Website

The Website must be professionally designed and always technically up-to-date.

Visitors to the Website must clearly understand that it is the Retailer’s Website and not the official Calligaris website. The lay out and contents of the Website shall not cause any confusion to the end consumer in this respect.

The Website shall include:

· mandatory details of the Retailer (name, services offered to the public, contact details and address, legal information,   privacy requirements and Calligaris company profile);

· a clear indication on each page of the Products for which the sale is promoted;

· a clear link to the Calligaris website on every page in which the sale of the Products is promoted, without being in any event used the Calligaris logo.

The Retailer must operate the physical point of sale for the entire duration of the relationship and is not entitled to operate entirely as a virtual sales point.

The Retailer must grant to the purchasers a secure payment system.

The online sales shall be made in strict compliance with any applicable mandatory consumer protection regulation, including the rules of the State where the client is located at the moment of the purchase. Failure to comply with any applicable mandatory consumer protection regulation will trigger Calligaris’ right to immediately cease the supplies to

the Retailer, also in respect of orders already accepted.

The Retailer must use third party platforms such as eBay and Amazon to distribute the Calligaris Products provided that customers do not visit the Retailer’s Website through a site bearing the name or logo of the third party platform.

It is expressly forbidden to the Retailers having their registered offices or their points of sale outside the European Union to sell the Products via internet inside the territory of the European Union without the prior written consent of Calligaris.

The Retailer having a physical point of sale located inside the European Union with exclusion of their own country, shall not carry out Active Sales via internet in the following countries: Italy, Belgium, France, Greece, Ireland, Luxembourg, Spain, Portugal, United Kingdom, Poland, Czech Republic, Slovakia, Bulgaria, Cyprus, Estonia, Finland, Latvia,

Lithuania, Malta, Romania, The Netherlands, Slovenia, Sweden, Hungary.

Article 9. NO USE OF TRADEMARKS

The Retailer is expressly forbidden from using the trade mark that characterizes the Products for promotional or advertising purposes without the prior written consent of Calligaris.

Article 10. PRIVACY

During the performance of this contract it will be possible to transfer one another, or, anyhow, make available managers, employees and collaborators’ personal and contract data (biographical data, company e-mails, office and company mobile phone numbers, etc.), for the respective contact persons, who, dependant on the duties and responsibilities,

manage the contract and/or follow its execution.

Therefore, both Parties will process these personal data to the extent that they are strictly necessary for the execution of all the aspects of the contract.

The data will be stored until the completion of the mutual services subject of the contract and later, on account of the limitation period foreseen for company acts and documents.

The single employee or collaborator can exercise all the rights listed in Articles from 15 to 21 of the EU Regulation 2016/679, without prejudice to the limits arising from the legitimate interest of the employer.

Article 11. APPLICABLE LAW AND JURISDICTION

11.1. Applicable Law

These General Sales Conditions are governed, to all effects and purposes, by Italian law, expressly excluding application of the uniform provisions set out for the international sale of movable assets by the Convention of Vienna

 and other international conventions endorsed by Italy.

11.2. Jurisdiction

Any dispute which may arise from, or however relate to, these General Sales Conditions shall be subject to the exclusive jurisdiction of the Court of Udine.

Article 12. MISCELLANEOUS

All communications addressed to Calligaris under these General Sales Conditions shall be made in writing and sent to Calligaris’ legal representative at the address indicated in the invoice.

The Retailer may find information relating to Calligaris’ policy and to the Products on the site www.calligaris.com.

Article 13. ORGANIZATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001

The Manufacturer has adopted an organization, management and control model for the prevention of the risks of committing crimes pursuant to Legislative Decree 8 June 2001

n. 231, basing its business policy, among other things, on the basis of the principles established by its own Code of Ethics. The customer must read the code of ethics itself, adhere

to and comply with these principles and procedures in the fulfilment of the obligations imposed on him by virtue of this contract.

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Pursuant to and for the purposes of Articles 1341 and 1342 Italian Civil Code, the Retailer declares that he has carefully read and understood, and he specifically accepts, the

following clauses of Calligaris’ General Sales Conditions:

Art. 1.1. (Scope of application);

Art. 2.2. (Completion of the Order);

Art. 3.3. (Payment conditions);

Art. 3.4. (Extensions and default interest);

Art. 4.1. (Cip);

Art. 4.2. (Terms of delivery);

Art. 4.4. (Minimum orders, delivery in several batches and change in quantities);

Art. 5. (Complaints, warranties and returns);

Art. 7. (Resale of Products);

Art. 8. (Internet sale);

Art. 11. (Applicable law and jurisdiction).

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