ARTICLE 1 - PROPOSAL AND ACCEPTANCE

1.1. Written acceptance of the Order by the Supplier or commencement of execution of the Order by the Supplier shall constitute acceptance by the Supplier of the Order and of these General Conditions of Purchase.

1.2. Any modification to these General Conditions of Purchase must be expressly accepted in writing by the Buyer.

ARTICLE 2 - OBLIGATIONS AND COMPLIANCE

2.1. The Supplier shall execute the Order in accordance with the provisions of these General Conditions of Purchase. The Supplier shall provide the Buyer with all information that the Buyer may from time to time request in relation to the Supplies and shall also promptly inform the Buyer if, at any time, the Supplier is unable or late or becomes aware of any circumstance which may place it in a situation where it is unable or late in performing any part of its Supplies.

2.2. The Buyer reserves the right to change the Order at any time. Any such change will be made through a written revision of the Order, accepted in accordance with the procedures set out in the previous article 1.

2.3. The Supplier may not assign, dispose of, sub-contract or sub-contract all or part of the Order without the prior written consent of the Buyer and without the express written acceptance of the General Conditions of Purchase and any other provisions contained in the Order by the (as the case may be) transferee, purchaser or sub-contractor. Acceptance of the assignment by the Buyer and/or subcontractor does not release the Supplier from its responsibilities and obligations arising from the Order.

ARTICLE 3 - DELIVERY

3.1. The Supplies must be delivered DDP - Delivered Duty Paid to the address specified in the Order. Ownership of the Supplies will pass upon delivery to the address specified in the Order. Risk in the Supplies will pass to the Buyer upon delivery, in accordance with the delivery terms just indicated.

3.2. Delivery shall be deemed to have taken place when the Supplier has delivered the goods (in terms of description, quality and quantity) to the address indicated in the Order. For each delivery made by the Supplier, a duplicate shipping document containing the same information as the invoice, except for the price, shall be procured by the Supplier. The Order shall be deemed to have been executed when: (i) all Supplies have been delivered and/or supplied in accordance with the provisions of the Order and have been accepted by the Buyer; (ii) all documents set out in the Order and/or all documents and certificates required for the installation and maintenance of the Supplies in accordance with the provisions in force have been received and accepted by the Buyer.

3.3. The Supplies shall be delivered on the date indicated in the Order. Partial or early deliveries shall not be accepted without the prior written consent of the Buyer.

ARTICLE 4 - DELIVERY SCHEDULE - DELAY PENALTIES

If the Supplier fails to comply with the delivery schedule but the Buyer decides not to terminate the Order, the Buyer may request from the Supplier, without prior notice, the payment of a penalty in an amount equal to 1% of the value of the Order, excluding taxes, for each day of delay, up to a maximum, for each individual delay, equivalent to 10% of the value of the Order. There will be automatic compensation between the value of the penalties and any sums still owed by the Buyer to the Supplier, whether such sums are due or not at the time the compensation is made. The Buyer reserves the right to request compensation for further damages, even in the event of application and payment of the penalty for late delivery.

ARTICLE 5 - PARTIAL DELIVERY - NON-CONFORMITY IN DELIVERY

5.1. If the Supplier delivers only a part of the Order or if only a part of the delivery complies with the provisions of the Order, the Buyer may, at its discretion, apply the provisions of Article 4 limited to those parts of the Order not delivered or not in compliance with the requirements set out in the Order.

5.2. In the event of a partial or non-compliant delivery, the provisions of this clause do not affect the Buyer's right to: (i) terminate the entire Order in accordance with the provisions of Article 16; (ii) request compensation for any damage, loss, costs or expenses incurred due to the Supplier's failure to perform; and/or (iii) request the application of penalties calculated on the total value of the Order, excluding taxes.

ARTICLE 6 - SUPPLIER'S OBLIGATIONS BEFORE SHIPMENT

6.1. The Supplier shall give the Buyer or persons indicated by the Buyer free access to its premises or those of its subcontractors/sub-suppliers or to any other place where operations related to the Order are carried out, for the purpose of allowing verification of the status of execution of the Order and its progress.

6.2. The personnel employed or appointed by the Supplier will remain under the complete responsibility of the Supplier even if, in order to perform the obligations undertaken with the Order, they must work for the Buyer, or any of the Buyer's customers.

ARTICLE 7 - PACKAGING - TRANSPORT

7.1. The Supplier is responsible for packaging the Supplies and ensuring that the Supplies are properly assembled, packaged and protected.

7.2. The Supplier shall prepare an inventory for each shipment. The inventory shall contain all the details necessary to identify the packages (order details, type and quantity of Supplies, name of carrier, shipment details) as set out in the Order.

7.3. In the event that the Supplies are damaged during storage, transport, delivery or in any case before their acceptance, the Supplier undertakes to find and supply, at its own expense and risk, identical replacements for each damaged or lost element, within the terms set out in the delivery plan. The Buyer, without prejudice to the exercise of rights or remedies provided by law due to such non-fulfilment, may, at its option, (a) terminate the Order without notice or compensation of any kind; (b) reject the Supplies; (c) withhold payment in whole or in part.

ARTICLE 8 - PRICES

The Prices indicated in the Order are all-inclusive, fixed and not revisable, after deduction of discounts, and in any case include (without exception): taxes and duties, storage, packaging, insurance, customs duty and transport paid to the delivery address. The currency of the amounts indicated in the Order is also the currency of payment. Prices are not subject to any form of revision, based on changes in exchange rates or otherwise.

ARTICLE 9 - BILLING

9.1. The Supplier will issue invoices in triplicate, to be delivered to the Buyer at the address indicated in the Order.

9.2. Invoices must be accompanied by documentation proving the correct execution of the Order and must contain:

1) All references, number and date of the order, and of the related project;

2) A complete description of the Supplies, as well as the number and date of the shipping note;

3) The price of the Supplies, excluding taxes, the amount of VAT, duties, insurance and customs duty, as well as the price inclusive of taxes and any applicable discounts;

4) The date by which payment must be made pursuant to Article 10 below; and, more generally, all information that must be included on the invoice in order to comply with applicable legislation.

9.3. The Buyer reserves the right not to accept invoices that are incorrect in substance and/or form.

ARTICLE 10 - PAYMENT

10.1. Unless the Order provides otherwise and provided that the provisions of the Order are duly fulfilled, invoices compliant with the provisions of the previous Article 9 will be paid within 90 days from the date of receipt.

10.2. The Buyer shall be entitled to set off any invoice against any sum which the Supplier owes to the Buyer under the Order or under any other title.

10.3. Payment by the Buyer of the price set out in the contract for the Supplies delivered shall not constitute acceptance thereof and shall not release the Supplier from its responsibilities and obligations.

ARTICLE 11 - WARRANTY

11.1. Supplier warrants to Buyer that the Supplies (i) fully conform to the provisions of the Order, specifications, designs and related documentation; (ii) conform to best industry practices and applicable standards, as well as applicable legislation (including any export regulations); (iii) are free from any defects in design, materials, workmanship, construction or installation; and (iv) are new and fit for the use to which Buyer intends to put them.

11.2. The Warranty shall have a minimum duration of two years, starting from the date on which the Supplies are put into service (Article 13).

11.3. The Supplier undertakes to promptly replace, at its own expense, any defective part of the Supplies. Any part replaced, in accordance with the provisions of the Contractual Warranty or any other warranty provided by law, shall be subject to the same warranty clause as set out in this Article 11. The costs of returning the defective parts to the Supplier shall be borne by the Supplier. The Supplier undertakes to supply spare parts and any other parts that may be required during the entire operation of the Supplies. If the Supplier fails to promptly remedy any defect or non-conformity, the Purchaser may directly provide for all necessary work, to be carried out at the Supplier's expense. 11.4. The Warranty period shall be extended for the entire duration during which the Supplies are out of service, starting from the day on which the Purchaser has requested the Supplier to take action to remedy the defect or non-conformity until the date on which the Supplies in question are put back into service. If a fundamental or principal part of an item of the Supplies requires repair or replacement during the Warranty period, the extension and renewal of the Warranty shall extend to the entirety of that item of the Supplies.

ARTICLE 12 - LIABILITY AND INSURANCE

12.1. The Supplier shall be liable to the Buyer and any third party, and shall indemnify and hold harmless the Buyer against any loss, damage, cost and expense of any nature whatsoever (whether direct, indirect, material, immaterial, physical or economic damages, and whether suffered by the Buyer, the Supplier or any third party), arising from the breach by the Supplier of its obligations under the Order or from an unlawful act or default. The Supplier shall be liable for the consequences of its defaults even if attributable to its employees, managers, directors, agents, subcontractors and/or suppliers.

ARTICLE 13 - CHANGE

13.1. The Supplier will be responsible towards the Buyer and any third party, taking charge of the shipping costs, only and exclusively when the erroneous sending of the article by the supplier is demonstrated (size, model, color) or when the article presents manufacturing defects. In any case, the Customer will lose the right to exchange in cases where the Supplier ascertains that:

the returned product and/or its accessories, and/or its packaging are not intact;
the product is missing its external packaging and/or the original internal packaging;
the product is missing integral elements and/or accessories (e.g. closures, laces, buckles, etc.)

13.2. NB: the products on promotion and sale are NOT they are replaceable.

ARTICLE 14 - RIGHT OF WITHDRAWAL

14.1 Pursuant to art. 52 of Legislative Decree 206/2005, as amended by Legislative Decree 21/2014, for online orders the Customer may withdraw from the Conditions and therefore from the purchase contract for any reason, without the need to provide reasons and without any penalty, within 14 (fourteen) working days from the date of receipt of the products.

14.2 To exercise the right of withdrawal referred to in the previous article 14.1, the Customer must send Salvatore Mazzarella a communication to this effect, within the terms indicated, to the following email address info@salvatoremazzarella.it, or use the specific form on the Site.

14.3 In the event of withdrawal, the Customer must return the products to Salvatore Mazzarella at his own expense within 14 (fourteen) days of the withdrawal itself, to the following address:

SALVATORE MAZZARELLA
Appian Way, 634
St. Mary of Vico
81028 Caserta
Italy

The goods must be returned intact, complete with all their parts and in their original packaging (envelopes and boxes), stored and possibly used for the time strictly necessary to establish and verify their nature, characteristics and size, according to normal diligence, without there being any signs of wear or dirt, in compliance with the conditions set out below:

the right of withdrawal may be applied to the product purchased in its entirety; it is not in fact possible to exercise withdrawal only on part of the product purchased (e.g.: accessories, complements, etc.);
for withdrawal to be possible, the product must be intact and returned in its original packaging, complete in all its parts (including packaging and any documentation and accessory equipment: labels, tags, seals, etc.);
shipping costs (and any customs charges, if applicable) for returning the goods will be borne exclusively by the Customer.
the shipment, until the certificate of receipt in the warehouse indicated by Salvatore Mazzarella, is under the complete responsibility of the customer;
in the event of damage to the goods during transport, Salvatore Mazzarella will notify the Customer, to allow him to promptly file a complaint against the courier chosen by him and obtain the relevant reimbursement; the product will then be made available to the Customer, simultaneously cancelling the request for withdrawal;
Salvatore Mazzarella will not be liable in any way for damage, theft, loss occurring during or in any way dependent on the return shipment.

14.4 Salvatore Mazzarella will refund the Customer the entire amount already paid within 30 (thirty) days of withdrawal, through a reversal procedure of the amount charged, using the same payment method used by the Customer for the initial transaction, unless otherwise agreed. In any case, the Customer will not bear any costs as a consequence of said refund. It is specified that the return at the company's expense and the sending of the replacement item cannot take place at the same time. Salvatore Mazzarella may suspend the refund until receipt of the returned product or until the Customer demonstrates that he has correctly returned the product, if earlier.

15.5 In any case, the Customer will lose the right of withdrawal in cases where Salvatore Mazzarella ascertains that:

the returned product and/or its accessories, and/or its packaging are not intact;
the product is missing its external packaging and/or the original internal packaging;
the product is missing integral elements and/or accessories (e.g. closures, laces, buckles, etc.).

In the event of forfeiture of the right of withdrawal, Salvatore Mazzarella will return the purchased product to the sender, charging the latter the shipping costs and, if already refunded, the price of the product.