Page 979 - GESSI - CATALOGO 2022

GENERAL SALES CONDITIONS

1. APPLICABILITY
1.1. These general terms and conditions of sale (the “General Conditions”) shall form a binding contract between:
(i) “Gessi” meaning Gessi s.p.a. with its registered office in Parco Gessi, 13037 hamlet Vintebbio, Serravalle Sesia (VC), Tax
Identification Number and VAT number 02235360027; and

(ii) the “Buyer” meaning the professional reseller agreeing to proceed with the purchase of Gessi’s products (the “Products”) after
receiving these General Conditions.
(collectively the “Parties”)
1.2. By agreeing to proceed with the purchase of Gessi’s products (the “Products”) after receiving these General Conditions, for
example by accepting the delivery or by making a payment, the Buyer accepts these General Conditions pursuant to art. 1327 of
the Italian Civil Code. Following such acceptance of these General Conditions, all the Orders placed by the Buyer (the “Orders”)
and accepted by Gessi, are deemed contracts of sale and together with these General Conditions shall constitute the entire
agreement (the “Agreement”).
1.3. These General Conditions shall prevail over any general conditions presented to Gessi by the Buyer, either in the purchase
orders or otherwise, unless expressly accepted in writing by Gessi. These General Conditions are governed by the laws of Italy.
1.4. Gessi reserves the right, at its sole discretion, to modify the General Conditions from time to time. Any such change shall take
effect upon communicating them to the Buyer.
1.5. The resolution, invalidity, ineffectiveness of one (or part of) a clause or any provision of the Agreement shall not in any way
result in the termination, invalidity, ineffectiveness in part or in the whole of any other clause or provision of the Agreement.

2. PRICES AND PAYMENT

2.1. The prices indicated on the relevant price lists of Gessi (the “Price Lists”) are V.A.T. excluded and they are expressed in the
currency indicated in the Order’s confirmation. In the course of the business relationship with the Buyer, Gessi may communicate
to the latter changes in price. Gessi and the Buyer may agree on the specific discounts relating to distribution services of the
Buyer.
2.2. The payments become due with the expiration date of the relevant invoice of Gessi and shall not be retained by the Buyer
under any circumstances. In particular, any delays in delivery or other conduct of Gessi the Buyer believes to constitute a default
of Gessi shall not constitute grounds for any delay in the payments due.
2.3. In case of any delay in the payment due, Gessi reserves the right to charge legal interest on all late payments calculated daily
and compounded monthly.

3. RETENTION OF TITLE

The ordered Products shall remain the property of Gessi until the relevant Order is entirely paid up by the Buyer and/or in the case
of an extended payment if such was agreed upon by Gessi. For that purpose, the Buyer shall cooperate with Gessi as may be
necessary to protect Gessi’s ownership. The above without prejudice to the fact that the risks of losing or damaging the Products
shall pass to the Buyer from the moment the Products are delivered to the Buyer under art. 4.1. hereof.

4. SHIPMENT AND DELIVERY

4.1. Unless otherwise expressly agreed upon by the Parties, the delivery shall be EXW (Incoterms 2010) Gessi’s headquarter, Italy.
4.2. Upon delivery of the ordered Products, the Buyer shall check (i) if the delivery is complete; and (ii) the packaging of the
Products. The Buyer shall report, on a delivery report that must also be signed by the person delivering the Order to the Buyer
and sent to Gessi, any default of delivery, indicating any error in the quantity or kind of the Products delivered or any damage of
the packaging.
4.3. Unless otherwise expressly agreed upon by the Parties, within 14 calendar days from the delivery, the Buyer shall also (i) verify
whether the Products were delivered in a good shape; (ii) duly document any possible defects of production in the Products, with
photographs and/or videos showing clearly such defects; and (iii) report any such defects to Gessi, via email at the mail address
of your commercial referent (the reception of which should be confirmed by Gessi), fax, or registered letter, including a detailed
description of the default and the documentation proving the default. The Buyer shall make the Products available for inspection
or, if requested by Gessi, resend the Products to Gessi at Gessi’s cost (if the claims of the Buyer are confirmed to be valid) for
its inspection when Gessi believes it is necessary. In the event of any discrepancy between these General Conditions and the
particular agreements of the Parties in Order’s confirmation regarding the return of the ordered Products to Gessi, the provisions
of the Order’s confirmation shall prevail.

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