Effective as of 02/02/2026

1) Acceptance of the General terms and conditions of sale and discipline of orders
1.1 These general terms and conditions of sale (hereinafter, referred to as the “General Terms and Conditions of Sale”)  govern all sales and, more generally, all supplies of goods (hereinafter, referred to as the “Products”) made by the  Company GIAMI S.R.L., VAT no. 01595990035, with registered office in Italy, 28010 Bolzano Novarese (NO), Via Casale  no. 39 (hereinafter, for the sake of brevity, also referred to as the “Company” or “GIAMI”) to its customers (hereinafter,  referred to as the “Customer(s)”). It should be noted that any order sent by the Customer – either directly to the Company  or to agents, proxy dealers and/or other intermediaries appointed by the Company itself – (hereinafter, for the sake of  brevity referred to as the “Order(s)”), implies acceptance by the Customer, without reservations, of these General Terms  and Conditions of Sale.
1.2 These General Terms and Conditions of Sale do not constitute a purchase obligation for the Customer, nor a sales  obligation for the Company. Therefore, there will be no supply obligation or distribution relationship between the parties,  nor will any form of exclusivity be conferred, the contractual relationship between the parties being one of mere sale and  purchase. These General Conditions of Sale do not involve any company, joint venture, membership, franchising or other  form of association between the parties. The Customer shall not assume any obligation, nor shall have any right in the  name of the Company, nor shall be able in any way to bind the Company.
1.3 Orders shall be forward by the Customer by e-mail, specifying complete details of the Products, quantity and other  significant data relating to each Product.
1.4 The Company will only and exclusively accept the Order if the Customer’s Order complies with the offer previously  issued by the Company itself. The Company will then send the Customer a written order confirmation (hereinafter, for the  sake of brevity, referred to as the ‘‘Order Confirmation’’).
1.5 Orders are not binding on the Company, which as the right to accept or reject them at its discretion. The Company, even  after its acceptance, however expressed, of the Order, and in consideration of the possible unavailability of the Products  (the supply of the Products to be supplied to the Customer also depending on factors beyond the Company’s control) or  force majeure, reserves the right to fulfil or not to fulfil the Orders even if they have already been accepted. In the event  of non-fulfilment of an Order accepted by the Company, the latter undertakes only to promptly notify the Customer, which  hereby waives the right to claim any penalties and/or compensation for any damages due for any reason.
1.6 Once accepted by the Company through an Order Confirmation, no Order may be revoked and/or modified by the  Customer without the Company’s consent. In the event the Company agrees to the revocation and/or modification of the  Order, however, the Company shall charge the Customer for the cost of the material, labour already performed, as well as  any other costs and expenses incurred for the supply revoked and/or modified by the Customer.

2) Delivery terms
The delivery terms, if indicated, have an exclusively indicative value and never binding (since the supply of the Products  to be delivered to the Customer also depends on factors beyond the Company’s control); any delay by the Company  never constitute a source of compensation for damages of any kind, nor cause the termination of the contract, nor may it  legitimize requests for penalties, price reductions and/or deferment of payments by the Customer.

3) Transfer of ownership
The identification of the Products as well as the transfer of ownership of the same will take place when the Products are  entrusted to the carrier.  

4) Transport and insurance
4.1 Transport and insurance costs, as well as risks associated with transport, are borne by the Customer and delivery (and  return) of the Products takes place at the Company’s warehouses in Italy, 28010 Bolzano Novarese (NO), Via Casale n. 39  (EXW – Ex Works), unless otherwise agreed in writing between the parties. Notwithstanding the above, the choice of the  shipper and/or carrier may also be made by the Company. Therefore, the Company shall not be liable for any shortages,  theft and/or damage of any kind and/or breakdown of the Products that may occur during transport, nor shall it be liable  for any delays in delivery.
4.2 The cost of standard packaging of the Products is included in the prices indicated in the Company’s Order Confirmation  or, failing that, in the Company’s price lists in force at the time of shipment of Products themselves. The Company will  evaluate from time to time, in the event of an express request from the Customer, the use of special packaging which, in  any case, if the desired by the Customer, must be expressly requested in writing by the Customer at the time of the Order  and which, if accepted by the Company, will be charged by the latter to the Customer at the price indicated in the Order  Confirmation or, failing this, at the cost of the special packaging, increased by the labour costs incurred by the Company, as  well as any other costs and/or expenses incurred by the Company itself.

5) Conventional (commercial) Warranty
5.1 The Company provides the end user of the Products with a “conventional (commercial) warranty” which is intended to  be in addition to, and not in lieu of, any other rights to which the end user of the Product who qualifies as a “Consumer” is  entitled. It should be noted that the Consumer has by law, free of charge, remedies for defects of conformity of the Product  against the party from whom he purchased the Product and that these remedies are not affected by the “conventional  warranty”. In particular, the conventional warranty provided by the Company is without prejudice to the rights of which the  “Consumer”, resident or domiciled in Italy, holds pursuant to Italian Legislative Decree no. 206 of September 6, 2005, Part  IV, Title III, Chapter I and subsequent amendments and additions or, in the case of a Consumer resident or domiciled in  another EU Member State, the said Consumer holds pursuant to any different mandatory national legislation applicable to  the same in respect of the sale of consumer goods, issued in implementation of EU Directive no. 2019/771 and subsequent  amendments and additions or, finally, in the case of a Consumer residing or domiciled in non-EU States (such as, by way  of example and not limited to, the USA, Canada, etc.), the said Consumer is a holder pursuant to any different mandatory  legislation territorially applicable to the same in respect of the sale of consumer goods. It should be noted that, pursuant  to Article 3 of Italian Legislative Decree No. 206/2005, “Consumer” means any individual acting for purposes which are  outside the scope of his or her trade, business, craft or profession, if any, and that, pursuant to Article 2 of EU Directive No.  2019/771, “Consumer” means any individual who, in relation to the contracts covered by the aforementioned Directive, is  acting for purposes which are outside the scope of his or her trade, business, craft or profession.
5.2 “Conventional (commercial) warranty” means exclusively the repair and/or replacement, free of charge, of the  mechanical parts of the Products marketed by the Company, acknowledged to be defective in manufacture or material, as  well as the repair and/or replacement of the parts of the Products that have serious defects in the external surface finish  (by way of example, in the chrome plating) due to manufacture or material, provided that the aforementioned Products  are accompanied by a suitable fiscal document (invoice or receipt of purchase). In any case, the Company reserves, at its  discretion, the right to provide for the replacement of the defective Product with a similar or superior quality Product. It  should be noted that all Products and/or parts thereof that may be replaced by the Company will become the property  of the Company itself.
5.3 Repair or replacement of the defective Products and/or parts is subject to shipment by the Customer of the defective  Product and/or part to the Company’s premises. For Products integrated in furniture or in walls or in other artefacts and  for all those Products for which (once the fault has been ascertained) intervention at home is necessary (and there is  an explicit request by the end user to that effect) all costs, including labour costs, arising from the need to uninstall the  Product itself, to reinstall the repaired Product after the intervention or to install the Product as a replacement for the  faulty Product and to restore the state of the places shall be borne and at the risk of the Customer and/or end user. They  will be, in addition, borne by the Customer and/or the end user the travel costs of technical personnel for interventions  at home.
5.4 It should be noted that the “conventional warranty” recognized by the Company does not cover charges, costs and/or  damage to coverings of any kind (including but not limited to: tiles, stones, metals, wood, porcelain, fabrics, henceforth, for  brevity, “the Coverings”), costs and/or damages to furniture and furnishings and/or other artefacts, labour costs resulting  from the need to uninstall the defective Product as well as to reinstall the repaired Product and/or to install the Product as  a replacement for the faulty Product (by way of example and not limited to Products integrated into furniture and/or walls  and/or other artefacts), as well as any damages suffered due to non-use of the Product. The Company shall not be held  liable for any malfunctions or defects attributable to non-compliant and/or incorrect installation, use, maintenance and/or  cleaning of the Products purchased with respect to the prescriptions set forth in the technical data sheets of the Products  and/or their components and/or in the instruction booklet (if any) and/or in the warning labels (if any) on the packaging  or on the Products themselves and, therefore, the Company disclaims all liability for any damage that may, directly or  indirectly, be caused to persons (individuals, legal entities and/or entities), things or animals as a result of failure to  comply with the aforementioned prescriptions.
5.5 The duration of the conventional warranty recognized by the Company and starting from the date of purchase of the  Products by the end user of the same Products, is:
- of 1 year for defects in the manufacture or material of the mechanical parts of the Products;
- of 1 year for serious defects in the external surface finish of the Products.
It should be noted that the fiscal document (invoice or purchase receipt) issued to the end user of the Products at the  time of purchase shall be used to identify the date of purchase of the Products. 
5.6 The conventional warranty shall only  intervene if the Products have been used in a suitable manner and shall not apply in the following cases: - incorrect  use, installation, maintenance and/or cleaning of the Products or not in accordance with the prescriptions indicated in  the technical data sheets of the Products and/or their components and/or in the instruction booklet (if any) and/or in  the warning labels (if any) on the packaging or on the Products themselves ; - neglect, damage, deterioration, lightning,  atmospheric phenomena, overvoltage and overcurrent, insufficient or irregular power supply, force majeure, wear and  tear; - requests for service under conventional warranty beyond the period stated in this article; - lack of suitable fiscal  document (invoice or receipt) proving the purchase of the Product; - damage occurred during the transport of the Products  and/or due to the Customer, the end user and/or third parties; - failure to comply with the safety and/or technical  regulations required by the country in which the Product is used; - modifications and tampering of the Products; - breakage  and/or failure and/or unsuitable operation due to frost, sand, debris, ferrous slag, impurities of any kind and/or foreign  bodies present in the piping or water, calcareous water; - deterioration of finishes due to the use of aggressive, acid and/  or abrasive products; - deterioration due to chemical and electrochemical agents; - failure and/or unsuitable operation  resulting from high values of salinity and/or chlorine in the water; - failure to install appropriate pressure reducers and  filters upstream of the system as well as failure to install filters to the Product where provided for; - pressures and/  or temperatures that do not comply with the parameters indicated in the technical data sheets of the Products and/  or their components and/or in the instruction booklet (if any) and/or in the warning labels (if any) on the packaging or  on the Products themselves; - technical interventions, repairs and/or modifications of the Products carried out by the  end user, by technicians and/or third parties not expressly authorized by the Company, with the exception of normal  maintenance to be carried out, by the end user, in accordance with the instructions given in the technical data sheets  of the Products and/or their components and/or in the instruction booklet (if any) and/or in the warning labels (if any)  on the packaging or on the Products themselves ; - natural or socio-political events (such as, by way of example but not  limited to, atmospheric events, fires, natural disasters, war, terrorist events, riots and/or unrest). It should be noted that  this conventional warranty does not include routine maintenance and replacement of filters, screens, aerators, cartridges  and all parts considered “consumable” and/or subject to normal wear and tear. It is specified that any modification and/or  addition to this “conventional warranty” may be issued only by the Company by means of written notice.
5.7 By signing for acceptance of these General Terms and Conditions of Sale, the Customer expressly waives the rights  acknowledged against the Company with regard to the legal guarantee of conformity pursuant to Italian Legislative Decree  206/2005, the guarantee pursuant to articles 1490 et seq. of the Italian Civil Code, as well as any other applicable legal  guarantee of the legal system where the Product was sold to a subsequent buyer in the Customer’s distribution chain or  to any other intermediary/reseller or end user and related actions that they could invoke and take against the Company by  virtue of the legal regulations on legal guarantees, for all defects that may be found in the Products sold to the Customer  by the Company itself. Therefore, even if the Customer is held liable - or is found liable - towards a subsequent buyer in  the Customer’s distribution chain or towards any other intermediary/reseller or end user for any defects and/or faults in  the Product sold by the Company, the Customer shall not be able to act in recourse and/or warranty against the Company,  nor shall it be able to recourse against the Company even for any damages and/or expenses that may have been incurred.

6) Prices
6.1 Unless otherwise agreed upon in writing between the Company and the Customer, the prices applied are those indicated  in the Company’s Order Confirmation and determined in consideration of the number and type of Products ordered by the  Customer, any special processes requested by the Customer (by way of example and not limited to, affixing the Customer’s  brand name to the Products, etc.) and the raw material used to make them, as also specified in articles 6.2 and 6.3 below.
6.2 With regard to Products made of brass, plastic, aluminium and/or steel, it should be noted that the price of these  Products will be determined by the Company on the basis of the value of the relative raw material and will remain valid for  10 days from the date of the offer to the Customer. After this period, the Company may change the price of these Products,  subject to written notice to the Customer. In the absence of a written objection from the Customer within 2 working days  of the Company’s notification of the price change, the new price communicated by the Company for the sale of Products  made of brass, plastic, aluminium and/or steel shall be considered accepted by the Customer. If the Customer disputes  the price change in writing, within the terms indicated above, the Company may, at its discretion, not accept the Order.
6.3 In the absence of a specific offer from the Company and without prejudice to any different agreement, agreed in  writing, between the Company and the Customer, the prices applied for the purchase of the Products are those indicated  in the Company’s price lists in force at the time of shipment of the Products or, in any case, those normally applied by  the Company. In any case, the Company will be entitled to change the prices indicated in its price list (and any discounts,  if applicable) within 30 days’ notice, and therefore, in the event of an increase or decrease, without affecting the Orders  already accepted at the date the aforementioned notice of change is sent; therefore, the Orders shall be governed by the  prices not yet changed.
6.4 Prices that may be indicated in the Company’s catalogues and price lists for the public are intended only as  recommended, expressed in euros, and do not include VAT, where applicable.

7) Payments
7.1 Unless otherwise agreed upon in writing by the parties, payments shall be made by the Customer in euro currency.  The terms and conditions of payment agreed between the Company and the Customer are to be considered mandatory and  essential in the interest of the Company itself. In the absence of agreed terms and conditions of payment, those stated in  the Company’s invoice shall apply. In any case, the Company is entitled to demand the performance of the contract without  the burden of notice set forth in Article 1457 of the Italian Civil Code.
7.2 The Company reserves the right to change and notify the Customer in writing of different applicable payment terms  and/or payment methods: in this case, the new payment terms and/or payment methods shall be deemed accepted by the  Customer unless the latter notifies the Company in writing of its non-acceptance of one and/or the other within and no later  than 15 (fifteen) days after receipt of the relevant notice of change by the Company itself.
7.3 Non-payment and/or delayed payment by the Customer with respect to the terms indicated in the Order Confirmation  by the Company or, failing that, in the Company’s invoice, shall entail the application of interest on arrears to the Customer,  determined pursuant to Article 5 of Italian Legislative Decree No. 231/2002 as amended and supplemented, without  prejudice to what is further provided for Article 10 of these General Terms and Conditions of Sale.
7.4 In addition, in the event of non-payment and/or delayed payment by the Customer with respect to the terms provided,  the Company may, at its own discretion, until full payment is made, suspend all or some of the Orders transmitted by the  Customer, even if already accepted, and any services provided to it, and change the terms and/or methods of payment with  immediate effect, upon simple written notice. After 60 days of non-payment and/or delayed payment, the Company may, at  its own discretion, cancel all or part of the unfulfilled Orders, even if already accepted, without prejudice to compensation  for any damage suffered.
7.5 Payment of the price of the Products must be made at the Company’s domicile; any payments made in places other than  the Company’s domicile, even if accepted by the Company, shall only have the value of mere forbearance and can never  constitute a change to the principle of payment at the domicile indicated.
7.6 Payment by bank drafts and/or bank cheques, even if this method is accepted by the Company, is made at the  Customer’s sole risk, meaning that the latter is not released from its payment obligation unless it proves that the Company  has actually cashed them. Notwithstanding the foregoing, it is also understood that in the event of theft and/or loss of  cheques sent by the Customer, even if occurring after they have reached the Company and/or its nominees and/or agents,  the Company is hereby expressly released from any liability in this regard and from having to take steps to request  duplicate cheques and/or their amortization.
7.7 The conditions, terms and methods of payment, as well as any financial and/or commercial discounts shall in any case  always be conditional on the payment of the supplies by the Customer in accordance with the expected terms.
7.8 The Customer shall be responsible for the payment of all taxes, duties, fiscal and/or administrative charges, as well  as costs and expenses of any kind imposed by state, governmental and/or administrative bodies in connection with the  purchase, import, export and resale of the Products purchased from the Company.

8) Depliants and catalogues
8.1 The illustrations and information contained in brochures, catalogues, the Company’s website, Product description  sheets and any other information and/or advertising material regarding the Products, by whatever means communicated,  while representing the individual Products, do not constitute a commitment of faithful fulfillment on the part of the  Company. Consequently, the weights and measures provided therein are to be regarded as indicative only and, therefore,  the Company assumes no liability in this regard.
8.2 However, the Company reserves at any time the right to make to the Products it sells any changes it deems  indispensable to optimize production, regardless of what is represented and described in the brochures, catalogues,  Product description sheets, on the Company’s website and, in any case, in any material used for the promotion and sale  of the Products.
8.3 Declarations, promises, conditions and guarantees made by employees, representatives, agents and dealer proxies that  differ from these General Terms and Conditions of Sale and, in any case, all those not included in documents signed by the  Company’s legal representatives, shall not be considered binding for the Company.
8.4 Without prejudice to the foregoing, in any event, the Customer shall refrain from promising or representing to  any person, either verbally or in writing, any services other than those envisaged in the catalogues, leaflets, Product  description sheets, instruction manuals (if any), and, more generally, in the advertising or illustrative material provided  by the Company.

9) Intellectual and industrial property rights
9.1 The Customer acknowledges that the Company’s firm, patents, trademarks, copyrights, image rights, databases, knowhow  and, more generally, all other intellectual and industrial property rights used by the Company (hereinafter, for the  sake of brevity, collectively referred to as the “Intellectual and Industrial Property Rights”) are the exclusive property  of the Company itself and will remain the exclusive property of the latter. The Customer shall not claim any rights or  ownership relating to the firm, trademarks, and all of the above. This is neither directly nor indirectly, through a third  party, company and/or entity.
9.2 The Company retains ownership of all texts, description sheets, drawings, samples, images (including photographs),  illustrations of the Products, any audio and/or video content (hereinafter, for the sake of brevity, referred to as the  “Documents”) provided by the Company itself to the Customer or, in any case, acquired by the latter. The Company holds  all intellectual property rights to the Documents or is authorised to use them contractually and the Customer recognises  these rights in their entirety. Unless otherwise agreed upon in writing with the Company, the Customer undertakes not  to make and not to allow others to make copies, extracts, processing of the Documents in the Customer’s possession as a  result of the services regulated in these General Terms and Conditions of Sale, nor to use such Documents for commercial  purposes other than those stipulated in these General Terms and Conditions of Sale and/or for other purposes, nor to  forward them to unauthorized third parties, as originals or copies.
9.3 The Customer’s use of any images and/or graphic material and, more generally, of any Company Document that the  Company has expressly approved in writing, is limited to the duration of the contractual relationship between the parties  and shall take place in accordance with the directives established by the Company itself and, in any case, in compliance  with the regulations in force, including those on intellectual and industrial property and those on advertising.
9.4 Commercial use of the descriptions, photographs, images and/or illustrations of the Products by the Customer is  only permitted if the Company has received in advance from the Customer a proof copy of the relevant brochure/website  or the like in which the descriptions, photographs, images and/or illustrations of the Products are to be published, and  has provided the Customer in writing with the authorization to publish them. This authorization does not constitute an  assignment of rights, but only a temporary license granted to the Customer to use the description, photograph, image  and/or illustration of the Products. Photographs, images and/or illustrations of the Products used by the Customer, where  permitted, shall in any case always be accompanied by an appropriate indication that they are the property of the Company.  Any unauthorized use of these works constitutes a violation of the Company’s rights and will be sanctioned accordingly.  The Company reserves the right to revoke any authorization given to the Customer under this Article 9, at any time and  without notice, upon simple written notice to the Customer.
9.5 The ownership of any samples of the Products made available to the Customer for viewing/selection of the Products  themselves remains with the Company and may not be transferred without the Company’s approval.
9.6 If the Company manufactures the Product(s) supplied to the Customer in accordance with any drawings and/or  technical specifications provided by the Customer, the latter shall ensure that industrial and/or intellectual property rights  and/or other rights of third parties are not infringed, and the Company shall not be liable in this respect. The Customer  shall indemnify and hold the Company harmless in full against any requests and/or demands and/or claims of third parties  based on an alleged infringement of industrial and/or intellectual property rights and/or other rights of third parties, and  against any claims for damages based thereon (including legal fees).
9.7 The ownership of the Company’s trademarks affixed to the Products and/or the relevant packaging supplied by the  Company remains exclusively with the Company. The Customer shall not make any other use of these trademarks other  than the resale of the Products supplied by the Company. The Customer has no further right to use and/or exploit these  trademarks. The Customer undertakes to refrain from modifying or removing trademarks belonging to the Company from  the Products and/or their packaging.
9.8 The use of the Company’s trademarks by the Customer, where permitted, shall be in accordance with the directives  established by the Company itself. In the case of affixing the Company’s trademark(s) on the Customer’s sign, in addition to  being authorized in advance in writing by the Company itself, the Customer shall be exclusively liable to pay any statutory  taxes and/or fees, including those pertaining to advertising. This is without prejudice to the case where the trademark(s)  appears on any promotional material provided by the Company to the Customer: in such cases the Customer will not need  any authorization from the Company.
9.9 The Customer shall not alter the Company’s trademark(s), nor shall the Customer in any way combine such Company’s  trademark(s) with the trademark(s) or name(s) of companies competing with the Company itself. Furthermore, as the  Company’s registered trademark(s) are the property of the Company itself, they shall not be included in any company name  of the Customer, nor in any domain name of the same Customer.

10) Automatic termination clause
Without prejudice to all the remedies provided by law which the Company may avail itself of, the Company may terminate,  as of right and with immediate effect, each sale-purchase relationship governed by these General Terms and Conditions of  Sale, subject to written notice to the Customer by registered letter with return receipt or certified mail, pursuant to and in  accordance with Article 1456 of the Italian Civil Code, without prejudice to compensation for any damages, in the event of  breach by the Customer of even one of the obligations provided for in the following articles: Article 7.1, Article 7.4, Article  9, Article 17.2. The parties agree that the Company and the Customer may terminate, by law and with immediate effect,  pursuant to and for the purposes of Article 1456 of the Italian Civil Code, each sales relationship governed by these General  Conditions of Sale if the Customer or the Company have become insolvent, have been placed in liquidation or subjected to  insolvency proceedings of any kind.

11) Disclaimer from liability – force majeure
Notwithstanding the provisions of Article 2, the Company shall be exempt from any liability for imperfect and/or nonperformance  of the supplies referred to in these General Terms and Conditions of Sale and, more generally, of one or  more of the contractual obligations provided for by these General Terms and Conditions of Sale, which it proves as having  been caused by circumstances of force majeure, and the Customer will not be entitled to make any claims for damages  or any other contractual remedies for non-performance. Force majeure shall mean events or circumstances beyond the  reasonable control of the Company which could not have been reasonably foreseen when the Contract with the Customer  was entered into and reasonably prevented by the Company including, but not limited to: governmental measures,  war (whether declared or not) or national emergency, hostilities, invasion, acts of foreign enemies, extended military  mobilization, civil war, acts of terrorism, sabotage or piracy, riots, rebellion and revolution, civil commotion, usurpation of  power, insurrection, embargo, sanctions, currency or trade restrictions, lawful or unlawful acts of authority, compliance  with laws, governmental regulations or standards, expropriation, confiscation and/or seizure of property, requisition,  nationalization, fires, floods, earthquakes, other natural disasters or extreme natural events, explosions, breakdown of  machinery, destruction of equipment, epidemics, pandemics, suspension of transport, telecommunications, information  system or energy, interruption in the supply of electricity, fuel or raw materials, administrative and/or judicial shutdowns,  generalized social strife such as, in particular, boycotts, lockouts, strikes, work-to-rule, voluntary slowdowns in production,  occupation of factories and buildings or other labour disputes (whether or not relating to its workforce), as well as  resolutions of government authority and institutions that create obstacles to the fulfillment of the Company’s obligations  under these General Terms and Conditions of Sale. In the event that the aforementioned circumstances affect the time limit  for the performance of the contractual obligations on the part of the Company under these General Terms and Conditions of  Sale, the time limit for the performance of the aforementioned contractual obligations on the part of the Company shall be  extended for a period of time equal to the duration of the aforementioned circumstances. Should the Company be faced with  force majeure circumstances, it shall promptly notify the Customer in writing of the commencement and termination of  such circumstances. If the duration of the impediment invoked by the Company has the effect of substantially depriving the  Customer or the Company itself of what they could reasonably expect under these General Terms and Conditions of Sale,  both the Customer and the Company will have the right to terminate each supply relationship between them governed  by these General Terms and Conditions of Sale and affected by the circumstances of force majeure, if the duration of the  impediment exceeds 180 days, by notifying the other party thereof by registered letter with acknowledgment of receipt  or certified email.

12) Product control – responsibility
12.1 The Customer undertakes to verify that the Products received are not defective or, in any case, do not conform  qualitatively and/or quantitatively to the contractual conditions and Order Confirmations. The Customer assumes  responsibility and the burdens relating to the inspection of Products entering its warehouses.
12.2 Should the Customer note that the Products do not correspond in terms of quality and/or quantity to what was agreed,  or that one or more of them are faulty, the Customer must notify the Company in writing within 14 days of receiving the  Products themselves. Failing this, the Customer shall forfeit the right to raise objections, actions and/or exceptions and  the Products supplied shall be considered accepted by the same.
12.3 In the event that the Customer has made the communication referred to in Article 12.2 above, in accordance with the  procedures and terms set out in the aforementioned article, the Company shall be solely obliged, unless otherwise agreed  in writing by the parties, within a period of 150 days of the aforementioned communication, to send the Customer, as a  replacement, a quantity of Products or their components equal to the quantity found to be defective or not to correspond in  terms of quality and/or quantity to what was agreed.
12.4 In the case of supply by the Company of specific Products made to the Customer’s design and in the event that the  same Customer has made the communication referred to in Article 12.2 above, in accordance with the terms and conditions  set forth in the aforementioned article, the Company shall be required solely - unless otherwise agreed in writing by the  parties - within 150 days of the aforementioned communication to send to the Customer, as a replacement, a quantity of  Products or their components equal to the quantity for which a qualitative and/or quantitative discrepancy with what  was agreed has been ascertained – except for a tolerance, up or down, of 20% that the Customer declares, as of now, to  accept – or which has been found to be defective, on the essential condition that the maintenance and/or refurbishment  of the Customer’s equipment (by way of example and not limited to, equipment includes shells, core boxes, moulds, etc.)  used by the Company to create specific Products based on the Customer’s design, has been authorised and paid for by the  Customer within 30 days of the relative Company’s request.

13) Limitation and exclusion of liability
13.1 Without prejudice to any mandatory provisions of the law, these General Conditions of Sale represent in their entirety  the obligations and responsibilities of the Company in relation to the supply of the Products, the Company not being bound  to other guarantees, conditions or other terms other than those expressly established in these General Conditions of Sale.
13.2 Without prejudice to any mandatory legal provisions, the maximum limit of the overall liability of the Company and  the consequent amount of any compensation due from the Company itself to the Customer may not, in any case, exceed  the purchase price due from the Customer to the Company in relation to the Product or Products subject to dispute and/  or non-fulfilment.
13.3 Except as expressly provided for in these General Conditions of Sale and, in particular, except as expressly provided  for by mandatory legal provisions, all further guarantees, declarations or assurances of any kind, obligations and related  responsibilities, as well as contractual commitments, oral or written, express or implicit, of a legal or other nature that  are not signed by the legal representative of the Company (including, by way of example only, any implicit guarantees  of merchantability, suitability/adequacy for specific purposes, etc. and, to the maximum extent permitted by law, noninfringement  of third-party rights) are expressly excluded to the fullest extent permitted by law. In particular, the Company  shall not be liable, in relation to these General Conditions of Sale, in the event of damages for loss of profit and for  consequential damages, loss of revenue, profits/earnings, contracts, data and/or for any other direct or indirect, specific  or generic, incidental or consequential, exemplary and/or punitive damage, for damages to image, reputation and honour,  special or reliance damages, as well as any other damages of any nature, deriving from or in any way connected to  contractual or non-contractual (including negligence) breaches, or any other type of breach.

14) Applicable law, jurisdiction and competent court
14.1 These General Terms and Conditions of Sale are governed exclusively by Italian law, with the express exclusion of  other national laws and/or international conventions on international sale of goods, including also the United Nations  Conventions Sale of goods (Vienna Convention of 11/04/1980).
14.2 By signing for acceptance these General Terms and Conditions of Sale, the parties expressly accept Italian jurisdiction  and mutually agree that, for the resolution of any dispute relating to the validity, interpretation, performance and  termination of these General Terms and Conditions of Sale, or relating to the sale and purchase relationship that will exist  between these same parties or, in any case, relating to any matter linked and/or connected to the same relationships, the  Court of Novara of the Italian Judicial Authority shall have exclusive jurisdiction.

15) Confidentiality
15.1 The Company and the Customer undertake to consider and keep strictly confidential and reserved all information  of any nature and in any way acquired during the performance of the services regulated by these General Terms and  Conditions of Sale. In particular, the Company and the Customer undertake not to disclose to third parties any information  acquired during the performance of the services governed by these General Terms and Conditions of Sale and to take all  precautions to ensure that its own employees and/or contractors also comply with this provision, all of this also in full  compliance with the provisions of Reg. EU No. 2016/679 (GDPR) as amended and supplemented, and of Italian Legislative  Decree No. 196/2003 as amended and supplemented.
15.2 To this end, the following is provided for: all information acquired and/or collected by the Company and the Customer  in any way shall not be used, disseminated or disclosed to third parties for purposes other than those envisaged in these  General Terms and Conditions of Sale, unless (i) it is necessary to comply with regulatory or legal obligations or with  requests from Italian or foreign authorities that cannot be refused, or (ii) such information is already in the public domain  or has become public knowledge for reasons other than the breach of confidentiality obligations set forth in these General  Terms and Conditions of Sale.
15.3 The Company and the Customer undertake to disclose and enforce the confidentiality obligations set out in this  undertaking to its employees and to all those who, for whatever reason, cooperate or have cooperated in the performance  of the services covered by these General Terms and Conditions of Sale.
15.4 The provisions and prohibitions set out in this Article shall remain in force even after any termination, withdrawal  or cessation for any other reason of the contractual relationship that may exist between the Company and the Customer.

16) Possible application of the Customer’s trademark(s) on the Products
16.1 It should be noted that, in the event that the Customer requests the Company to affix the Customer’s trademark(s) on  the Products, the fulfilment entrusted to the Company concerning the actual affixing of the Customer’s trademark(s) on the  Products supplied does not imply the acquisition of any right over such trademark(s) for the Company, nor any licence or  other right to use the aforementioned trademark(s) on their own.
16.2 The Customer declares and guarantees that its trademark(s) do(es) not violate the intellectual and industrial property  rights belonging to third parties, and hereby agrees to indemnify and hold the Company completely harmless from any  claims, actions and/or requests for compensation for damages brought by third parties against the Company in relation  to the Customer’s trademark(s) or any other trademark that the Customer may indicate to the Company in the future.

17) Final clauses
17.1 Any exceptions, supplements and/or additions to these General Terms and Conditions of Sale shall be valid only if  expressly and specifically accepted in writing by a legal representative of the Company. Therefore, contractual terms  and conditions different from these General Terms and Conditions of Sale, even if referred to, added to, modified and/or  included in Orders or in any communication from the Customer, shall not be binding on the Company.
17.2 Without the Company’s prior written consent, the Customer may not assign, even partially, any rights and obligations  under these General Terms and Conditions of Sale, nor any credits owed to the Company.
17.3 The Customer shall not bring any claim, action or raise any objection against the Company until it has paid all sums  due to the Company in respect of principal, interest and costs in connection with the supply of Products.
17.4 It is agreed that the Customer will not be able to set off any of its credits against the sums due to the Company for  the purchase of the Products.
17.5 Any tolerance of violations and/or conduct in conflict with these General Terms and Conditions of Sale shall not be  deemed as a waiver of the of the rights and powers expressly provided for therein, nor shall it affect the validity of the  disregarded clauses, nor shall it constitute an impediment to subsequently asserting such rights and powers.
17.6 The Company may resort to subcontracting and/or sub-supplying, without prejudice to the Company’s responsibility  for the activities of any third parties it may use.
17.7 In the event of the invalidity of one or more of these clauses or parts thereof on the grounds of conflict with mandatory  legal provisions, also supervening, which regulate what is contractually established – directly or indirectly - in one or  more parts of these General Conditions of Sale, such provisions shall be deemed to be replaced by what is legally require,  to the sole extent of the conflict, without this in any way affecting the validity of the other parts not regulated by the  aforementioned discipline, nor the validity of these General Conditions of Sale as a whole. In any case, the invalidity  or ineffectiveness of any agreement of these General Conditions of Sale, or part of it, does not imply the invalidity or  ineffectiveness of the remaining part of these General Conditions of Sale which will, in that case, be interpreted and  executed as if the invalid article, or the invalid part of the same, had never been included.
17.8 In connection with the requirements of the Company’s sales policy, it shall be at the discretion of the Company itself  - at its discretion - to change and replace Product models, to quota or suspend or discontinue the sale, at any time, of this  or that Product model(s).
17.9 If these General Conditions of Sale are drawn up in several languages, in the event of any discrepancy between the  Italian text and the text drawn up in another language, the terms of the Italian text shall prevail and shall therefore be  considered as the only authentic original text.

18) Privacy
Pursuant to Reg. EU No. 2016/679 (referred to as the General Data Protection Regulation and for brevity, also “GDPR”)  as amended and supplemented, as well as pursuant to Italian Legislative Decree No. 196/2003 (Personal Data Protection  Code), as amended by Italian Legislative Decree No. 101/2018, the Company informs the Customer that its personal data  and the personal data of its contact persons interacting with the Company will be processed by the Company as per the  separate Privacy Notice sent by the Company to the Custo