GENERAL TERMS AND CONDITIONS OF SALE
CONDIZIONI GENERALI DI VENDITA
ALLGEMEINE GESCHÄFTSBEDINGUNGENCONDITIONS GÉNÉRALES DE VENTECONDICIONES DE VENTA

SPECIAL TERMS OF SUPPLY AND DELIVERYCONDIZIONI PARTICOLARI DI VENDITABESONDERE VERKAUFSBEDINGUNGENCONDITIONS PARTICULIÈRES DE VENTECONDICIONES PARTICULARES DE VENTA

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General Terms and Conditions of Sale
11.1

1.2

1.3

22.1
2.2

GENERAL PROVISION
In addition to the terms and expressions defined elsewhere in these General Termsof Sale, the terms and expressions listed below – starting with a capital letter –shall have the meaning conventionally ascribed to them or specified in this art. 1.1:
• “Buyer”: refers to the natural or legal person from which the Seller receives theorder;• “Contract”: refers to the Buyer’s purchase order accepted by the Seller,
comprehensive of the General Terms of Sale;• “EXW”: (also known as Ex Works – Franco Fabbrica) refers to the relevant
rights and obligations of Buyer and Seller provided for in the Incoterm 2020 of theInternational Chamber of Commerce of Paris;• “Parties”: refers to the Buyer and the Seller jointly;• “Products”: refers to the products of the Seller resulting from the price list andsales catalogs year by year in force;• “Seller”: refers to Marazzi Group S.r.l. a socio unico, with registered office in Viale
Regina Pacis, 39 - 41049 Sassuolo (MO), Italy.
The terms and conditions set out below (the “General Terms of Sale”) shallform part of any and all the agreements entered into between the Seller andthe Buyer for the sale of the Products, and they shall prevail over every generalterms of the Buyer, unless expressly accepted upon in writing by the Seller
The Seller shall reserve the right to modify, supplement or amend the General Terms ofSale, by indication of such variations in the offers or any other written communication to
the Buyer. If the Buyer does not accept the modifications, supplements or amendmentsof the General Terms of Sale within 15 days from the date of communication, theprevious General Terms of Sale shall apply, without prejudice to the Seller’s right toterminate the Contract entered into with the Buyer, if any, within 30 days thereafter.
OFFERS AND ORDERS
The offer to the Buyer made and/or the order to the Seller sent by agents, brokers orother intermediaries shall not be binding upon the Seller until the order of the Buyer
is accepted by the Seller according to art. 2.2 of the General Terms of Sale.
No order submitted by the Buyer shall be deemed to be accepted unless and until
confirmed in writing by the Seller. If an order is not confirmed in writing by the
Seller, the issuance by the Seller of the relevant invoice or the performance by the
Seller shall be deemed to be an acceptance of the order.

TERMS OF DELIVERY
The delivery of the Products shall be EXW. The Seller shall deliver the Products
by making them available to the Buyer according to the terms and at the place as
specified in the Contract (the “Delivery”). Upon Delivery, the Seller shall only assume
the obligation to load the Products on the load vehicle, any other obligation being
excluded.
3.2 The Seller shall not be liable for any loss or damage to the Products after Delivery to
the Buyer; under no circumstances shall the Buyer be released from its obligation to
pay the price of the Products upon the Delivery.
3.3 Without prejudice to the remedies set forth under art. 9, if the Buyer does not fulfill
the obligation to pay the price of the Products, the Seller shall be entitled to suspend
the Delivery.
3.4 All the deadlines in connection with Products’ delivery and return - although defined
as mandatory - shall be considered as merely indicative, and binding on the Seller
within the normal tolerance range. The Delivery terms - even though indicative - areonly, and exclusively, those specified in the order confirmation of the Seller.
3.5 In case of delay in the Delivery that exceeds the normal tolerance, the Buyer may
only cancel the part of the order relating to Products not delivered within 30 days
following the date of receipt by the Seller of the cancellation notice of the Buyer to besent through registered letter with return receipt.
3.6 The Buyer cannot cancel its order or withdraw from the Contract in case the Delivery
is delayed due to the occurrence of events of force majeure referred to under art. 6 if
the delay of the Delivery does not exceed 60 days.
3.7 In case of occurrence of events of force majeure referred to under art. 6, the Seller
may terminate the Agreement by written notice to the Buyer.
3.8 In case the Delivery does not take place for any reason related to the Buyer, upon
simple communication to the Buyer that the Products are at its disposal, the Delivery
is considered performed for all purposes (including to the effect of the terms of
payment and the issuance of the invoice). After 15 days from the communication
warehouse, expenses are applied and the Seller is relieved from any responsibility
for destruction, damage or loss of value of the Products.
3.9 In case of non-delivery of the Products at the place of destination indicated in thetransport document, or in case the Products are delivered in a place other thanthat indicated in the transport document, the Buyer undertakes to inform the Seller
within 120 hours after the scheduled date for delivery at the place of destination
through registered letter with return receipt also containing the copy of the signed
transport document. Following the receipt of the communication including the
documentation, the Seller provides to the regularization of invoices issued charging
VAT according to Italian Presidential Decree no. 600/1973. The Buyer shall indemnify
the Seller for any taxes, surcharges, interest and penalties of any kind – as well as
legal expenses - should any amounts be charged by tax authorities as a result of
failure to provide such notification in writing or, however, the delivery of Products
at the place of destination other than that indicated in the transport document.
The Buyer, having acknowledged the notice that the Seller requires the carrier
to sign, undertakes to communicate to the carrier any change or modificationof the destination of the Products. In case the Buyer fails to comply with theaforementioned obligation, the Seller shall charge the Buyer for any taxes,
surcharges, interest and penalties of any kind - as well as legal expenses - should
any amounts be charged by tax authorities as a result of said failure.
3.10 Except in cases of willful misconduct or gross negligence, the Seller shall not beliable in any way for damages arising from late Delivery or non-Delivery (total orpartial) of Products.

44.1

4.2
4.3

4.4

4.5

55.1

33.1

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5.2

5.3

5.4

PRICES AND TERMS OF PAYMENTThe prices of the Products indicated in the price list are EXW; therefore, anyother charges or expenses related to shipping, delivery and / or transport of the
Products are the sole responsibility of the Buyer. The Seller is entitled to amend
the price list at any time by giving Buyer thirty (30) calendar days prior notice. The
funding necessary to deal with any Buyer’s charges and expenses is anticipatedby the latter to the Seller; by way of example only, such expenses and charges
comprise costs of additional packaging, shipping cost, accessories, tax charges,
stamp duties, customs fees, and any additional charges not including the prices.
The prices of the Products may be subject to corrections due to printing errors.
Prices of the Products are exclusive of VAT at the rate applicable by law, to be paid inaccordance with the invoice.
Should an increase in the cost of raw materials, energy, labour, fuel, production costs,
transport costs, etc. occur between the date of the order and the date of delivery,
the Seller would be entitled to increase the agreed price by notifying the Buyer inwriting, also by e-mail. However, if such price exceeds more than 20% the priceagreed upon at the time of the order, the Buyer may withdraw from the contract
with a notice to the Seller by registered letter within 10 days from receipt of thenotice of the price increase. Failing this, the new price shall be deemed accepted.
The place of payment is at the registered office of the Seller even in the case ofdrafts, cash orders or bills. The acceptance by the Seller of payment in the form ofbills, promissory notes, endorsed bills or bank cheques shall always be «subject tocollection» and without scope for novation of the debt. Payment is due in full upon
Delivery of the Products, unless otherwise agreed in writing.
In addition to other remedies provided by law and / or the Contract, the Seller shallapply default interest on late payments in accordance with the provisions of Legislative
Decree. no.231 of 2002.
TERMS OF WARRANTYThe Seller warrants that the Products are free from defects and flaws for a periodof 12 months from Delivery. The warranty operates within the limits of art. 1495
of the Italian Civil Code, subject to the additional restrictions provided for in thisarticle and in the provincial collection of uses of 2005 foreseen by the Chamber ofCommerce of Modena for the ceramics and the normal tolerances. Any indicationsof weights, measures, dimensions, colors, shades and other data contained in
catalogs, brochures, folders, of the Seller are merely indicative and not binding. The
warranty of the Seller is in any case limited to first choice Products - as indicatedby the 2005 principles and rules set out by the Chamber of Commerce of Modena
for ceramic products – i.e. with a percentage of defective tiles not exceeding
5%, for the part exceeding that percentage. The warranty does not operate for
Products different from those of first choice. Except in cases of willful misconduct
or gross negligence, the Buyer cannot claim differences in tone as vice of Products.
Pursuant to the warranty obligation of the Seller, the latter undertakes to replace thedefective and / or damaged product within the limits of the Contract and without any
further obligation of indemnification for direct and / or indirect and / or consequential
damages caused by defective Products to the Buyer and / or third parties, save forthe mandatory provisions of law. The Parties acknowledge and agree that the Seller’saggregate liability to the Buyer hereunder shall, in all cases, be limited to the amountof the price paid by the Buyer for the Products giving rise to the Supplier’s liability.
The liability for defects and flaws no longer applies following the installation of the
Products; any claims must be made before the installation through registered letterwith return receipt to be addressed to the Seller, and must indicate in detail the vices
and defects found. The complaint does not give the Buyer the right to suspend or
delay, in whole or in part, the payment.
It is understood that the warranty referred to in this article is excluded from theinstallation as well as where the flaw and / or defect of the Products is caused byincorrect use, modification or alteration of the same Products attributable to the
Buyer.

66.1

FORCE MAJEURE
The Seller may suspend the execution and / or withdraw from the Contract if
performance is objectively impossible or excessively burdensome because of
unforeseeable events beyond its control, such as, for example, strikes, labor
disputes, accidents, explosions, boycott, lockout, fire, war, civil war, riots,
revolutions, requisitions, embargo, energy, flood, acts or omissions of law or
government, acts of terrorism, delay or failure to supply of its suppliers, equipment
or essential equipment breakdowns, and other causes similar to those listed above.

77.1

ANTI-CORRUPTION, CODE OF ETHICS
The Buyer shall comply with any law, regulation, directive and applicablelaw of any authority, governmental entity, and any other national andinternational institution relating to practices and offences of corruptive
nature (the “Applicable Law”), including, rules concerning illegal payments
or offers or promises of money or other benefits to public officials or persons
in charge of public services for the performance of their duties or powers.
In particular, Buyer shall comply with the US Foreign Corrupt Practices Act,
the Convention on Combating Bribery of Foreign Officials in International
Business Transactions of 1997, and any other Applicable Law relating to bribery.
The Buyer shall, and shall procure that its officers, directors, employees,
contractors or consultants shall, not undertake, directly or indirectly, any actionin the performance of any Contract and supply provided for therein, which may
constitute a breach of any Applicable Laws, and, in particular, the Buyer shall, andshall procure that its officers, directors, employees, contractors or consultants shall,
not: a) offer, make or authorize any contribution, payment or gift or other benefits
to public officials or persons in charge of public services officials, employees oragents of any authority, governmental entity, and any other national and international
institution; (b) make any contribution, of any nature, to any candidate to a public office.
The Buyer shall comply with the provisions of Legislative Decree no. 231/2001, as
subsequently amended and supplemented. For these purposes, the Buyer represents
to have examined the Code of Ethics of the Seller (the “Code of Ethics”), and the

7.2
7.3

7.4

7.5

7.6
7.7
7.8

7.9

Model of Organization, Management and Control pursuant to Legislative Decree
no. 231/2001 (the “Model”). The Code of Ethics, the Code of Conduct and the Model
may be consulted on the following web site: www.ragno.co.uk/download-area/.
The Seller undertakes to perform the supplies under the Contract incompliance with the rules provided under the Code of Ethics, and the Model.
The Buyer shall, and shall procure that its officers, directors, employees, contractors or
consultants which will be in contact with the Seller in the performance of the supplies
under the Contract shall, promptly inform the Supervisory Body of the Seller of any act,
fact or action of which it became aware, and may constitute a crime included in the scopeof Legislative Decree no. 231/2001, and may imply the administrative liability of the Seller.
If during the execution of the Contract, the Buyer incurs in a conduct described inart. 2635 of the Italian Civil Code, the Seller has the right to terminate the Contract.
In case of breach of the Buyer of its undertakings under articles 7.3 and 7.5, theSeller has the right to terminate the Contract pursuant to art. 1456 of the Italian Civil
Code.
The Buyer represents and warrants that it is not designated on, owned by or
associated with, any party designated on any U.S., E.U. or other government
restricted parties’ lists, including without limitation, the U.S. Treasury Department
Office of Foreign Assets Control’s Specially Designated Nationals and Blocked
Persons List, and the Buyer agrees that it will not sell or transfer any goods to such
persons. The Buyer shall comply with all applicable U.S., E.U. or other applicableeconomic sanctions and export control laws and regulations, including without
limitation, the regulations administered by the Office of Foreign Assets Control.
In case of breach of the Buyer of its undertakings, representations and warranties
under art. 7.8, the Seller has the right to terminate the Contract pursuant to art.
1456 of the Italian Civil Code.

8 - PERSONAL DATA PROTECTION
8.1. For the purpose of executing the Contract, the Parties undertake to comply with all
the obligations set out in the General Data Protection Regulation (UE) 2016/679 on“the protection of natural persons with regard to the processing of personal dataand on the free movement of such data” (hereinafter “GDPR”), as well as, within thelimits of its applicability, Italian Legislative Decree 196/2003 (“Privacy Code”), as
most recently amended by Italian Legislative Decree 101/2018 and in the provisionsof the Italian Data Protection Authority.
8.2 By signing this Contract, the Parties, each to the extent of its respective
competence, acknowledge that their own personal data and/or of their employees
and/or collaborators involved in the activities referred to the Contract, will be
communicated to the other Party and processed by the latter as an autonomous
Data Controller for purposes strictly functional to the setting up and execution of theContract.
8.3 In particular, the Buyer acknowledges that the Seller will process his personal data
and/or of its employees and/or collaborators, involved in the activities referred to theContract, as autonomous Data Controller for the purposes and in accordance withthe modalities specified in the information notice provided pursuant to Articles 13
and 14 of the GDPR available on the website www.ragno.co.uk/privacy-policy, which
the Buyer undertakes to bring to its employees’ and/or collaborators’ knowledge.
99.1

9.2

TERMINATION OF THE CONTRACT
The Seller has the right to terminate any Contract with the Buyer, withimmediate effect, in accordance with art. 1456 of the Italian Civil Code, by notice sent
through registered letter in the following cases:a) if the Buyer fails to fulfil its obligations under articles 3.9, 4 and 7 of these General
Terms of Sale;b) if the Buyer is in material breach of the Contract.
The Seller has the right to withdraw with immediate effect by each Contract by
notice sent through registered letter to the Buyer in the following cases:a) the Buyer fails to fulfil its obligations under articles 1.3, 3.7, 6.1;b) the Buyer is subject to enforcement, insolvency or liquidation proceedings;c) the Buyer’s economic and financial situation can be reasonably considered asituation of crisis;d) shares and / or quotas representing the majority or the Buyer’s control ofshare capital - in case of corporate - are directly or indirectly sold, disposed of, or
restricted in guarantee.

10 - RETENTION OF TITLE
10.1 The Seller shall retain title in the Products sold until it has received full paymentof the agreed price from the Buyer. Consequently, the Buyer undertakes i) to makegood use of them, according to their intended use; ii) not to transfer their title to third
parties, unless expressly and previously authorized by the Seller. In the event that the
Buyer fails to pay all or part of the Products by the due date, the Seller may retake
possession of the Products delivered, at its simple request. Notwithstanding the above,
the Buyer shall be liable for any damage and loss occurring to the Products after
Delivery, even if caused by force majeure or other events not attributable to the Buyer.
11 - APPLICABLE LAW – COMPETENT JURISDICTION
11.1 These General Terms of Sale and each Contract entered in to by the Buyer with theSeller shall be governed by Italian law.
11.2 Any dispute arising between the Parties concerning the interpretation, validity or
enforcement of these General Terms of Sale and any Contract shall be referred tothe exclusive jurisdiction of the Court of Modena.
11.3 Only the Seller, at its discretion, has the right to waive the exclusive jurisdiction of
the Court referred to in previous art.
11.2 To take legal action against the Buyer at his residence and at the Court thereincompetent.
11.4 In order to interpret the terms of return of the Products and other commercial
terms used by the Parties, reference is made to the Incoterms 2020 of the Chamberof Commerce of Paris and 2005 principles and rules set out by the Chamber ofCommerce of Modena for ceramic products.

12 - VENDOR’S BRANDS, LOGOS AND IMAGES
12.1 The Purchaser shall use the Vendor’s brands, trademarks or other logos, and imagesof the Products, for the sole purpose of identifying and advertising the Products, on
the understanding that such use shall be solely in the Vendor’s interest. In all events,
any use of the Seller’s trademarks, names, images or other distinctive signs on the
Buyer’s headed paper, on advertising material or on any other material however
intended for third parties, must be agreed to beforehand in writing with the Seller.
12.2 The Buyer undertakes not to insert the Seller’s trademarks, names and distinctive
signs in their firm or company name as well as web sites. The Buyer shall not register
the Seller’s trademarks and/or distinctive signs, including web domain names.
12.3 The Buyer’s right to use the Seller’s trademarks, names or other distinctive
signs, as provided for in article 12.1 above, shall immediately terminate
with the expiry or termination, for whatever reason, of this General Termsof Sale or any Contracts entered in to between the seller and the Buyer.
12.4 The Purchaser shall inform the Vendor of any violation of the Vendor’sbrands, names, images or other logos which come to its knowledge.
13 - FINAL PROVISION
13.1 The invalidity in whole or in part of any provision of these General Termsof Saleshall
not affect the validity of the remaining provisions.
13.2. These
General
Terms
of
Sale
may
be
amended,supplemented,
varied,onlyinwritingbytheSeller.

Terms of supply and delivery
1 - This price list annuls and replaces the previous copies.
2 - Selling UM is the following:		
MQ = Square Meter		
PZ = Piece		
ML = Linears Meter
3 - We reserve the right to change the current prices with a notice of 30 days.
When the new price list has entered into force, all existing orders at
net prices will maintain their prices for one month; existing orders at a
discounted list price will maintain the old price list for one month, after
which the discount will be calculated on the basis of the new price list.
4 - The prices indicated exclude VAT.
5 - Except as otherwise agreed upon in writing between the parties, or any order which
are sent at special prices agreed on in advance for quantities less than the contentsof one pallet, the contractual conditions arranged for each customer will apply.
6 - Returned goods will not be accepted unless agreed in advance and authorised inwriting by the company’s sales staff.
7 - Any product ready for shipment must be collected on the agreed date, of which thecustomer DDS should be informed when possible.
8 - Cancellations of any product which has already been registered on the bill of lading(DDS) will not be accepted and a penalty of € 25,00 for any DDS’s line cancelledshall be immediately charged to the Buyer if the Buyer cancels a DDS in whole
or in part or fails to collect the products on stock for more than 30 days (and,in such an event, the DDS will be considered cancelled also by Marazzi Group).
All the above does not prejudice to the right of Marazzi Group
to
claim
for
any
additional
damagesincurredby
thislater.
9 - Unless the payment terms already in use in business between the parties are shorter,
for invoices amounting to less than € 1,000.00 a collection order will be issued after
60 days. The amount of VAT and any transportation costs to the destination will becharged in full at the first payment date and in any case within 60 days of the delivery.
10 - For complete pallets packaging is free of charge.
11 - The shipment of partial boxes is not accepted.
12 - Boxes containing prime quality material are marked by the wording “prime quality”
and by the colour.
graphic.
13 - Boxes containing second quality material are marked by the
14 - Goods will be returned ex our works unless otherwise expressly agreed.
15 - For shipments of personalised goods (e.g. for flats) a surcharge of € 2.00 per sq.mt.
will be applied

The only legally valid versions of the general conditions of sale are those in
Italian and English. Other language versions are courtesy translations only.

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