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These general terms of sale (hereinafter referred to as “GTS”) apply to all sales of products (hereinafter referred to as “Products”) between MARGU SRL. (hereinafter referred to as “Seller”) and the Buyer(hereinafter referred to as “Buyer”). The GTS together with the special terms and conditions contained in the order confirmation (hereinafter referred to as “Order Confirmation”) and in the documents attached to it constitute the complete legislation of the contract between the Buyer and the Seller and replace any other and/or different term and/or condition clashing with them and which is proposed by the Buyer both verbally or in writing and which is not accepted explicitly by the Seller.

1. ENTERING INTO A CONTRACT

1.1 The sales contract between the Seller, or its representatives, and the Buyer, is considered as effective only after the Seller has sent an Order Confirmation to the Buyer. Unless otherwise expressely stated, the catalogues, offers and technical documents are for informational purposes only and the offers of the Seller are not binding without an Order Confirmation.
1.2 No integration or modification to the GTS between the parties, whether indicated in the Buyer’s purchase order or in other documents, including the shipping documents, can be put forward to the Seller, unless it is included in the Order Confirmation and/or after its explicit acceptance.
1.3 The signature and return of the Order Confirmation or, as an alternative, failure by the Buyer to express its refusal within 3 days after its receipt, entail the acceptance by the Buyer of the specific contract terms and conditions provided for therein.
1.4 The orders are considered accepted by the Seller only according to the terms and conditions indicated in the Order Confirmation.
1.5 The Buyer shall indicate or quote in the order the Products’ quantities and the code of the sample type approved by the Buyer; any Product technical featurewhich differ from the features of the sample type shall be agreed in writing and specified in the Order Confirmation.
1.6 Unless otherwise stated in the Order Confirmation, the orders are considered as processed correctly as regards quantity with a ±10% tolerance.
1.7 The Buyer who cancels an order when the manufacturing process of a Custom project is in progress or completed is obliged to pay the full amount signed off in the Order Confirmation, while for the Production of leather no down payment made will be returned and costs for restocking will be charged. A credit will be granted to the Buyer only if at a later time the leather is used.

2. PRODUCTS’ DELIVERY

2.1 The delivery and its relevant transfer of risks shall always be considered to be carried out EXW at the Seller’s factory in GrumoNevano (NA) - Italy (Incoterms® 2010), unless otherwise stated in the Order Confirmation.
2.2 The delivery time is notified to the Buyer in the Order Confirmation. The delivery time indicated in the Order Confirmation is not essential. If an advance payment is required when placing an order, the delivery time is calculated starting from the date of receipt of the advance payment.
2.3 If the Buyer delays the collection of the Products, the Seller reserves the right to issue an invoice for these products in advancewhich will start the payment period. In any case the storage fees any other expense and liability for the storage and custody of the Products shall be borne by the Buyer.
2.4 If the Buyer refuses to take delivery and/or collect the Products or individual lots or delays collection for over 30 (thirty) days, the Seller will have the right, at its sole discretion, to terminate the contract by law, or todemand specific performance of the contract without affecting the right to claim for damages.
2.5 If the Seller’s delay is due to strikes, trade unions unrests, lock-outs, fortuitous events, fires, shortage or lack of raw materials, delays of carriers and/or suppliers, adaptation to provisions of the public authorities, insurrections, state of war, natural events, embargoes, force majeure or any other cause beyond the reasonable control of the Seller, the delivery time will remain suspended until the circumstance that caused the suspension ceases to exist. The Seller will not be held responsible for any consequence deriving from the occurrence of such events even if in the event of a delay with respect to the delivery date agreed.
2.6 If the impediment lasts for more than 90 (ninety) days, each party will have the right to terminate the contract, without prejudice to the right of the Seller to receive payment of the supplies that were performed.

3. PAYMENTS

3.1 The payment terms are specified in the Order Confirmation.
3.2 The payment terms are essential. Any delay in payment agreed by the Seller shall be indicated in the Order Confirmation and/or in any other written agreement between the Parties.The payments shall be made in Euro currency or in any other currency indicated in the Order Confirmation.
3.3In case of payment delays, the Buyer shall pay interest on arrears at a yearly rate equal to Euribor plus 7 (seven) %, starting from the date when payment is due, without prejudice to the right to claim major damages.
3.4 In the event of late payment of more than 15 (fifteen) days, or if the Seller has reason to doubt the solvency or financial credibility of the Buyer and the Buyerdoes not intend to pay upfront or provide the Seller with the guarantees required, or if the Buyer is under insolvency proceedings of any kind, the Seller has the right to terminate the Contract or not to perform the part of the contract thatis not yet performed, without the Buyer’s consent; furthermore all payments that are notpast due will become immediately due, with no need for formal notice.Nonetheless it is understood between the parties that the Products shall remain the property of the Seller until the whole payment of the price pursuant to Article 1523 of the Italian Civil Code (retention of title) is made.
3.5Under no circumstances the Buyer is allowed to delay or suspend payment of the Products, including in the event of faults or differences, without prejudice to the right to get back what was unduly paid (solve et repete), and the Buyer has no right to offset any credits, unless agreed in writing.

4. PRODUCTS’ PRICES

4.1 The price is understood for the Product delivered pursuant to the abovementioned article 2.1, unless otherwise indicated in the Order Confirmation, and includes the standard packaging and loading on the means of transport at the Seller’s factory.
4.2 The prices do not include taxes and shipping costs, insurance, shipment, storage, handling, demurrage and similar charges, which shall be borne by the Buyer.

5. CLAIMS–GUARANTEE - RETURNS

5.1 Any claim regarding package state, quantity, number, appearance of the Products and/or differences from the relevant samples (obvious defects), shall be notified to the Seller by means of registered post with acknowledgement of receiptnot later than 8 (eight) days from the date when the Products are received, on pain of forfeiture of the right. Any claim related to faults which cannot be found through a careful check when the Products are received (hidden defects) shall be notified to the Seller by registered post with acknowledgement of receipt or e-mailnot later than 8 (eight) days from the date when the fault is found, or anyway within 1 (one) month from the delivery date, on pain of forfeiture of the right.
5.2 The claims shall indicate explicitly the type of difference and/or fault found and the number of Products whichare different and/or flawed. The Buyeris required to send a sample of the Products which are different and/or flawed within 8 (eight) days from notification, on pain of forfeiture.
5.3The Seller undertakes to remedy any fault, lack of quality or conformity defect of the Products for which he is responsible, which is found within 1 (one) month from the delivery of the Products, provided that he has been promptly notified thereof pursuant to Article 5.1. The Seller may choose, at its own discretion, whether to reduce the price of the Products or replace the Products which are different and/or flawed. The Products replaced under warranty will be subject to the same warranty provided herein, starting from the date of replacement.
5.4 The guarantee does not include: (i) natural defects of the Products (e.g. healed scars, veins, open and/or not healed scars, insect bites, gaunt, skin marks due to insect bites, neck wrinkles, little holes,scratch, stretch marks, calluses, etc.); (ii) all the faults of the Products resulting from inappropriate storage of the Products by the Buyer or by his assignees or from the manufacturing process to which they were subjectedat the Buyer’s or atits assignees’ premises, and/or caused by third parties; (iii) lack of conformity of the Products with specific specifications or technical features or their suitability for specific uses, unless such features were expressely agreed in the Order Confirmation or in any document that was expressely mentioned to this aim in the Order Confirmation or unless they existedin the sample approved by the Buyer.
5.5 It is understood that the aforesaid guarantee (consisting of the obligation to reduce the price or replace the Products) incorporates and supercedes the guarantees or liabilities provided for by law and excludes any other liability of the Seller (contractual and non-contractual liabilities) anyway originating from the Products supplied (such as for example lack of earning, loss of chance, recall campaigns, etc.).
5.6 In any case the liability of the Seller is limited to the value of the price paid by the Buyer for the products which have differences or faults.
5.7 Returns will not be accepted unless authorised by MarguSrl and must be made ex warehouse MarguSrl, in any case the restocking costs will be charged to the Buyer.

6. TECHNICAL SURVEY

6.1 In the event of any dispute between the Parties regarding the quality compliance of the Products with the technical specifications disclosed by the Seller and/or with the sample approved by the Buyerfora value exceeding 10.000,00 EUR (or the equal amount in the payment currency indicated in the Order Confirmation at the exchange rate prevailing on the date when the payment is due), the verification of the existence of faults and/or of quality differences as notified, of their causes as well as their attribution to normal tolerances, will be referred exclusively to the opinion of the “Italian Leather Research Institute”with head office in Naples.
6.2The technician appointed by the Director of the Research Institute shall take a decision within 60 (sixty) days from the request and his decision will be binding for the parties, even in the event of a judgement that they mayestablish.The costs for the survey will be borne by the party that turns out to be unsuccessful

7. TERMINATION

Without prejudice to the provisions included in other articles of these GTS, the Seller may terminate the sale contract by law (a) if the Buyer does not fulfill the obligations set forth in the Articles 2.3, 2.4 (Delivery of Products), 3.1, 3.2 (Payments); (b) in case of any essential breach of any of the conditions included in these GTS, being understood that a breach of contract obligationsotherthanthosespecified in a) may be considered essential if, following a written request to fulfill such obligation, the Buyerfails to fulfill it within 15 (fifteen) days from its receipt.

8. PLACE OF JURISDICTION AND APPLICABLE LAW

8.1 Any dispute will be decided exclusively by the Court of Naples (Italy).
8.2 These GTS, and the sales regulated by these terms, are subject exclusively to the Italian Law, with express exclusion of the 1980 Vienna Convention on the international sale of goods (CISG).

9. PERSONAL DATA PROTECTION

9.1 Pursuant to and for the purposes of Article 13 of the Legislative Decree 196/2003, the personal data acquired by the Seller directly and/or through third parties will be processedon paper, computeror online, for contractual and legal requirements, as well as to allow an effective management of the business relationships.
9.2 Failure to provide the data, if not mandatory, will be assessed from time to time by the Seller and will determine the consequent decisions on the importance of the requested data with respect to the management of the business relationship.
9.3 The data may be disclosedexclusively for the aforementioned purposes and may be consequently processed only for these purposes by other entities, in particular by: (i) network of agents; (ii) factoring companies; (iii) credit institutions; (iv) debt collection companies; (v) credit insurance companies; (vi) business information companies; (vii) professionals and consultants. For the same purposes, the data may be processed by the managers of the relevant financial and business area of the Seller.
9.4 The Buyer may perform all rights pursuant to Article7 of the Legislative Decree n. 196/2003 (including rights of access, amendment, update, opposition to the processing of data and cancellation).

10. DECLARATIONS OF THE SELLER

10.1 The Seller declares that the goods delivered are compliant with the REACh 1907/2006 requirements and don’t fall within the parts of specimens mentioned in the Washington Convention (CE Reg. 228/1997 and subsequent amendments).
10.2 Furthermore the Seller declares that the goods delivered were subject in Italy to the last substantialeconomically justified manufacturing processin a company equipped for this purpose.
10.3 Furthermore the Seller declares that the goods delivered comply with the current provisions in force which regulate the content of pentachlorofenol, aromatic amines from azo dyes,hexavalent chromium, formaldehyde, cadmium and its compounds, nickel and its compounds, organic chlorine compounds and organic solvents, fluorinated gases, perfluoroctane sulfonates, dimethyl fumarate and lead.

11. FINAL PROVISIONS

11.1 If a clause in these GTS turns out to be void or ineffective, its invalidity or inefficacy will not extend to the remaining contractual provisions.
11.2 Any communication between the parties will be valid only if made in writing.
11.3 If the Seller fails to perform a right or to exercise a power estabilished in these GTS, this shall not be construed as a general waiver of such right or power, and shall not prevent the Seller from subsequently demanding a timely and meticolous application of all the provisions contained therein 11.4 These GTS are written in Italian language with parallel english text. In case of discrepancies between the Italian version and the English version the text in Italian language will prevail.
The Buyer

The Buyer, having read the articles. 1.3 (Entering into a Contract), 2.4, 2.5, 2.6, 2.7 (Delivery of the Products), 3.4, 3.5 (Payments) 5.1, 5.2, 5.3, 5.4, 5.5 (Claims-Guarantee) 6.1, 6.2, 6.3 (Technical Survey), 7 (Termination), 8.1 (Place of Jurisdiction) of these General Terms of Sale, declares to accept them in full and unconditionally, where necessary also pursuant to the articles 1341 and 1342 of the Italian Civil Code.
The Buyer