Terms and Conditions Abitacolo srl

1.1 These general terms and conditions of sale apply to all quotations and all sales contracts (hereinafter, the "Contracts") concluded, including electronically, between the seller Abitacolo S.r.l., with registered office at Via Paolo Mercuri, 8 - 00193 - Rome (hereinafter "Abitacolo" or the "Seller") and the purchasing Company (hereinafter the "Customer"), concerning the sale and related delivery (including all connected services) of products by Abitacolo to the Customer (hereinafter, collectively, the "Products").

1.2 These general terms and conditions prevail over any differing clause included in forms, templates, or other documents prepared by the Customer, even if their applicability has not been expressly contested by the Seller. Deviations from these general terms and conditions shall only bind the Seller if they have been accepted by the latter in writing.

1.3 If, during the execution of a Contract, one or more of these general terms and conditions become, for any reason, invalid or ineffective, the other conditions shall continue to remain in force.

1.4 If a Contract has already been entered into between the Seller and the Customer governed by these general terms and conditions, it is understood that the same general terms and conditions set forth herein, unless expressly excluded, shall also apply to any subsequent sale concluded between the Seller and the Customer, even if such subsequent sales do not expressly reference these conditions.

2.1 The Contract is considered concluded and, therefore, binding for Abitacolo only after Abitacolo has received confirmation of the acceptance of these general terms and conditions by the Customer through the computer system available on the Abitacolo S.r.l. website (www.abitacolo.net).

2.2 Abitacolo, until the conclusion of the Contract, may always revoke the offer at any time, even if it contains a term for acceptance by the Customer, unless such offer has been expressly qualified as irrevocable pursuant to Article 1329 of the Italian Civil Code.

2.3 Any offer made by the Seller, either orally or in writing, shall be considered automatically expired in the absence of express acceptance by the Customer within the term of 10 (ten) working days, unless Abitacolo indicates otherwise.

2.4 Unless otherwise expressly agreed in writing and without prejudice to the provisions of the applicable regulations, the Seller does not provide any guarantee regarding the accuracy and completeness of all technical information (including projects, images, drawings, calculations, dimensions, capacity, weight, performance, and models) provided by the Seller in its catalogs, brochures, as well as through its advertising or on its website.

3.1 Prices are indicated in the Seller's offer and are net of any charges, taxes or duties, transport costs, any customs duties, insurance costs and/or special packaging, which are the exclusive responsibility of the Customer. Unless otherwise agreed in writing between the parties, the prices indicated in an offer by the Seller shall not be binding for subsequent offers.

3.2 The Seller may revise the price also in the event that, at the Customer's request, the Product must be delivered within a term shorter than that initially agreed or extended, or the processing of the Product must be carried out during overtime, night, and/or holiday hours.

4.1 Unless otherwise agreed in writing between the parties, the delivery of the Products and the related transport are always understood to be carried out by the Seller at the Customer's premises or in another place agreed between the parties.

4.2 Delivery terms, unless otherwise expressly agreed in writing, are to be understood as merely indicative.

4.3 Therefore, any delays in delivery, even if not due to force majeure, will not entitle the Customer to terminate the Contract or claim compensation for damages, whether direct or indirect, but will only entitle the Customer to send Abitacolo a written notice of solicitation containing a reasonable deadline for the delivery of the Products, it being understood that such deadline may in no case be less than 10 (ten) working days.

4.4 The delivery terms start from the day of the conclusion of the Contract pursuant to the previous art. 2. If a payment upon order or the issuance of a bank guarantee is provided for, the delivery terms will start to run from the receipt of the expected payment or guarantee. Any variations of the Products agreed with the Customer will start a new delivery term.

4.5 Deliveries may be made in one or more batches. In this case, the payment methods provided for in the following art. 6 will apply to each batch.

4.6 If the Seller is prevented from complying with the delivery terms due to:

• delays, slowdowns, suspensions, and interruptions of work not attributable to the Seller;
• strikes, lockouts, trade union agitations, fires, floods, earthquakes, adverse weather conditions, measures by public authorities, interruptions of motive power, late or non-delivery by suppliers, interruption or suspension of transport or energy, unavailability or scarcity of raw materials, machine stoppages or breakdowns as well as due to any other event of fortuitous case or force majeure beyond the reasonable control of the Seller,
• the running of the delivery terms will remain suspended from the day of communication to the Customer of the impediment and until new communication by the Seller.

4.7 Unless otherwise agreed in writing between the parties, delivery is considered completed at the moment when the transport company delivers the Product to the place of delivery indicated in the previous art. 4.1. Delivery must take place in the presence of the Customer (or a representative) who must be present at the unloading operations of the goods and must sign the delivery note, as a sign of full acceptance of the apparent completeness and good condition of the Product.

4.8 In case of absence, at the time of delivery of the Product, of the Customer (or a representative), or in the event that the agreed delivery places should be in inaccessible areas, the declaration of the transport company, which certifies that the Products have been delivered in good condition, is considered proof of the delivery as well as acceptance of the good delivery condition of the goods.

4.9 From the moment of completion of the delivery regulated as above, the Seller is released from all responsibility and risk inherent in the Products. All risks are therefore transferred to the Customer.

4.10 If, even in derogation of the above, a sale with transport by the Customer is agreed between the parties:

• a term will also be agreed and indicated from which the Customer may arrange for the collection of the related Product and the days and times for such collection. In this case, the Customer shall communicate to the Seller, at least 15 days before collection, the designated shipper;
• delivery is always understood to be made EX WORKS (Incoterms 2010) at the Seller's premises or other agreed collection place; the Products therefore always travel at the Customer's risk;
• if the Customer does not arrange for the timely collection of the Products, the Seller shall have the right, at its choice, to:
• invoice the goods, which will be kept in storage in its warehouses in the name and on behalf of the Customer; in this case, it will be the obligation of the Customer, who will bear all risks relating to the Products in storage, to pay the Seller, as a contribution to storage costs and until the actual collection, an additional amount corresponding to 1.5% (one point five percent) of the sale price of the Products for each month of storage; or
• terminate the Contract with immediate effect;
• without prejudice in both cases to the application of the penalty referred to in the following art. 8 in addition to any compensation for greater damage.

4.11 From the date of completion of the delivery or collection as previously regulated, the Seller does not make refunds in favor of the Customer nor does it accept the return by the Customer of Products already delivered, unless otherwise agreed in writing between the parties and provided that the return takes place in accordance with the conditions that will be established from time to time by Abitacolo. If the Customer decides, even in the absence of an express written agreement, to return the Products already delivered to the Seller, any transport or storage costs at Abitacolo's warehouses will be borne by the Customer.

5.1 The Seller uses only common packaging for its Products. Any special packaging requested by the Customer will be charged to the same.

5.2 If the Seller has assumed the transport costs, increases in transport costs occurring after the day of the conclusion of the Contract and any expense and tax inherent and consequent to the transport will be borne by the Customer.

6.1 Unless specific terms are provided for in the Contract, the Customer must pay the price within 10 (ten) days from the date of the invoice and in the currency indicated therein.

6.2 The parties expressly agree that, unless otherwise agreed in writing, invoices will be sent by the Seller to the Customer exclusively in electronic format or via e-mail.

6.3 The place of payment is for all purposes the registered office of the Seller, whatever the agreed payment method, and therefore also in case of payment by drafts, bills of exchange, bank drafts, or similar title.

6.4 Checks, drafts, and other securities are accepted subject to collection.

6.5 In case of delayed total or partial payment, the Customer shall pay, on the outstanding amount, default interest at the rate provided for by Legislative Decree 231/02 and subsequent amendments.

6.6 In the case of agreed installment payment, the failure to pay even a single installment will cause the Customer to lose the benefit of the term pursuant to art. 1186 of the Italian Civil Code and the entire credit of the Seller will become immediately payable, without prejudice to the further rights of the Seller.

6.7 The entire credit claimed by the Seller will become immediately payable pursuant to art. 1186 of the Italian Civil Code, without prejudice to the further rights of the Seller, also when the Customer:

• is subject to a bankruptcy petition or other insolvency procedure, as well as a debt restructuring procedure;
• is subject to a seizure procedure;
• is subject to dissolution or liquidation for any reason or ceases the actual business activity.

6.8 The non-payment or delayed payment of any sum due by the Customer, even if related to different commercial relationships with the same Seller, authorizes the Seller to:

• suspend the supply of the Products as well as the preparation and delivery of the Products subject to other orders of the Customer;
• modify the payment conditions, including the possibility of requesting appropriate guarantees;
• declare the Contract terminated due to breach by the Customer pursuant to art. 1456 of the Italian Civil Code;
• claim compensation for damages suffered due to non-payment or delayed payment and the related effects;
• withdraw the Products already delivered and not fully paid for by the Customer;
• retain, as indemnity, any sums already collected, without prejudice in any case to compensation for any greater damage.

6.9 The expenses incurred by the Seller to recover the sums due to it by the Customer are the exclusive responsibility of the Customer.

6.10 The right to suspend the preparation and delivery of the Products is recognized to the Seller also in the event that the latter, according to its discretionary assessment, has reason to believe that the Customer may not exactly fulfill its obligations.

6.11 Any dispute of non-fulfillment and/or non-conformity of the Products delivered by the Seller will not entitle the Customer to suspend the payment of the disputed Products and/or any other Products delivered by the Seller.

6.12 Without prejudice to any right assumed by the Seller in these general terms and conditions of sale, the Customer undertakes to provide, at the first request of the Seller, a suitable guarantee attesting to its financial capacity to support the commitments assumed in the Contract. The failure or delayed presentation of the guarantee by the Customer requested pursuant to the above, entitles the Seller to terminate the contract for breach pursuant to art. 1456 of the Italian Civil Code.

7.1 The Seller guarantees, also pursuant to art. 1490 of the Italian Civil Code, that the Products delivered are free from defects that make them unsuitable for the use for which they are intended or significantly diminish their value.

7.2 The Customer is required, also pursuant to art. 1495 of the Italian Civil Code, within the mandatory term of 1 (one) day from the delivery of the Products, to verify the weight, dimensions, and quantity declared by the Seller as well as their functioning; any apparent defects must be reported, under penalty of forfeiture, to the Seller within 8 (eight) days following the expiry of that term. Without prejudice to the above, any other hidden defect of the Products must be reported, under penalty of forfeiture, within and no later than 8 (eight) days from its discovery. In any case, the warranty action pursuant to art. 1495 of the Italian Civil Code is prescribed in one year from delivery.

7.3 In cases of Contracts concluded through the agent, even in derogation of art. 1745, first paragraph, of the Italian Civil Code, the Customer's complaints must be made in writing exclusively to the Seller, by registered letter with return receipt.

7.4 Unless otherwise agreed in writing, the Seller does not guarantee in any way that the Products are designed for a specific use and therefore the Customer assumes all risks and responsibilities for events occurring as a result of the use of the Products, both individually and in combination with other materials. The warranty does not apply to Products that have been tampered with or modified without the prior consent of the Seller or used in a manner not in accordance with the technical specifications provided by the latter. The Seller's warranty does not include alterations that, due to the substances with which the Products come into contact, they undergo in each individual part (metal, paper, color, printing, etc.) as well as any damage, defects, or alterations caused by defective storage of the delivered Products.

7.5 If the Customer should receive complaints from its customers due to hidden defects in the Products, it shall refrain from making any acknowledgment, offer, or payment and shall immediately transmit to the Seller a strictly confidential report containing a detailed description of the defects found and all the data necessary to identify the related batch, the date, and place of delivery.

7.6 Products disputed by the Customer must be kept available to the Seller for any assessments, without prejudice to the Customer's burden of rigorously proving its disputes. Disputed Products cannot be returned to the Seller without its authorization. The Seller, within 60 (sixty) days following the receipt of the report, will communicate in writing to the Customer the instructions to resolve the dispute.

7.7 Without prejudice to the cases of exclusion of liability of the Seller contemplated in these general conditions and in compliance with what is provided for and permitted by the applicable regulations, in the event of the existence, judicially ascertained or recognized by the Seller, of defects or quality defects or in any case of non-conformity of the goods, and in any other case of ascertained or recognized non-fulfillment of the Seller relating to the Product sold, the Customer has only the right, to be exercised within the term of two months from the aforementioned ascertainment or recognition, to ask the Seller that the defective or faulty or in any case non-conforming goods be made compliant with what was agreed. In this case, the Seller has the right to proceed either to the reconditioning of the goods or to their possible replacement. The two-month term granted to the Customer is peremptory and is considered by the parties as a term of forfeiture, with all consequent effects. Even in the case of complaints accepted by the Seller, the latter is liable only for the value of the goods supplied. In no case, except where otherwise and mandatorily provided for by law, is the Seller required to compensate the Buyer for damages, whether direct or indirect. In particular, the Customer expressly waives the right of recourse provided for by art. 131 of Legislative Decree no. 206 of 2005 (Consumer Code).

8.1 In case of failure to collect the Products by the Customer or other breach of the Contract by the Customer, the latter will be required to pay a penalty equal to 30% (thirty percent) of the value of the Products, without prejudice to the right of the Seller to demand payment of the price or to terminate the Contract and without prejudice to the right to compensation for greater damage. The same penalty shall be applicable to the Customer also if the latter should request early termination of the Contract and it is accepted by the Seller.

9.1 Pursuant to and for the effects of art. 1523 of the Italian Civil Code, the Products will remain the property of the Seller until their full payment and, in the case of checks or bills of exchange, until their collection, even if the documents are delivered in advance. It is understood that, regardless of the date of transfer of ownership, the risks are in any case transferred to the Customer from the date of delivery of the goods (in the ways provided above) pursuant to art. 1523 of the Italian Civil Code.

9.2 In case of termination of the contract due to breach by the Buyer, the installments of the price paid will be acquired by the Seller pursuant to art. 1526 of the Italian Civil Code, without prejudice to the right to compensation for further damages.

9.3 The Customer is required to keep the products supplied by the Seller subject to retention of title pursuant to this article with the necessary care, ensuring that they are identifiable as the property of "Abitacolo" and are kept in a place separate from other products.

9.4 The Seller has full right to recover the Products already delivered to the Customer and kept by the Customer as they are subject to retention of title in all cases where the Customer is in breach of its payment obligations, pursuant to art. 6 above. For this purpose, the Customer shall allow free access to the Seller at any time to its premises or any place where it keeps the Products.

9.5 The Seller will include, in the invoices that will be issued for the supplies of the Products, the following annotation: "supply subject to retention of title pursuant to art. 1523 of the Italian Civil Code, pursuant to article 11 paragraph 3 of Legislative Decree 231/2002".

10.1 Unless otherwise agreed in writing, the Seller remains the owner of the copyrights and all industrial property rights, including information of a technical, commercial, or industrial nature, of which it may become aware by reason of the Contract(s).

10.2 The intellectual property rights provided for above in art. 10.1 always remain the exclusive property of the Seller and therefore may not be reproduced, used, or made available to third parties without the prior explicit written consent of the Seller.

11.1 The Seller does not grant any exclusive right for the sale of the Products indicated in the offers and its Products in general. Therefore, even within the framework of a continuous commercial relationship, any circumstances that in fact entail a situation of exclusivity cannot determine the arising of rights or expectations for the Customer.

12.1 The Seller shall not be liable to the Customer for losses, damages, or delays caused by strikes, lockouts, trade union agitations, fires, floods, earthquakes, adverse weather conditions, measures by public authorities, interruptions of motive power, late or non-delivery by suppliers, interruption or suspension of transport or energy, unavailability or scarcity of raw materials, machine stoppages or breakdowns as well as any other event of fortuitous case or force majeure beyond its reasonable control.

12.2 The Seller shall promptly notify the Customer of the force majeure cause it intends to invoke, identifying the details of the invoked event, the consequences connected to it, and its foreseeable duration. The Customer shall have the right to withdraw from the Contract(s) concluded with the Seller if the duration of the impediment should extend for more than 6 (six) months.

12.3 In the event that the force majeure event should be invoked by the Customer, the Seller shall have the right to withdraw from the Contract(s) concluded with the Customer or to suspend the supply of the Products if the duration of the impediment should extend for more than 60 (sixty) consecutive days.

13.1 In the event that, during the execution of the Contract, the production of a specific raw material or the use of a certain technical procedure ceases, so that the Seller finds itself in the absolute impossibility of delivering the agreed Product, the Seller has the right to examine with the Buyer the possibilities of delivering a similar product, the price of which, in the absence of a consensual determination, is established by a third party designated by the parties or, in case of their disagreement, to cancel the sale.

14.1 These general conditions and the Contracts are governed by Italian law.

14.2 Any dispute between the Seller and the Customer in relation to these general conditions and/or the Contracts will be submitted to the exclusive jurisdiction of the Court of Rome.

14.3 As a partial derogation from what is provided for in the preceding paragraph, the Seller shall have the right to appeal, at its discretion, to the Court of the place where the Customer has its registered office.

14.4 The United Nations Convention on Contracts for the International Sale of Goods signed in Vienna in 1980 does not apply to these Conditions.