General Sales Conditions - Corporate Customers (B2B)

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Art. 1 Definition

1.1 The expression “Seller” refers to Molteni Vernici S.r.l. (I.D. 03089870137) with registered offices at Via

dell’Artigianato No. 44 - 22063 - Cantù (CO), in the person of its legal representative pro tempore, which also

manages the site www.moltenivernici.com

1.2 The terms "Buyer", "Purchaser", "Customer", "Professional Customer" and "User" refer to the natural or legal

person that acts, including through a representative authorised to operate in order to purchase products, in the

exercise of his or her business or professional activity.

1.3 The expression "finish" refers to the paint and/or special paints to be used as an aesthetic coating and/or product

suitable to give unique technical characteristics to the treated support (Primer, Funds, Intermediates, Top Coat,

Transparent, Protective); "painting cycle" refers to the combination of several original products

Molteni Vernici, necessary for the application of the finish, as conceived and engineered by Molteni Vernici.

Art. 2 General dispositions and Object of the contract

2.1 These General Conditions of Sale exclusively regulate the commercial relations between the Seller and its "Professional Customers" constituting an integral and substantial part of each contract for the sale of movable

property concluded by and with Molteni Vernici Srl. The object of the contract is the sale of "finishes", to be

understood as products intended for interior and outdoor applications Design, Architecture, Contract, Retail, and all the accessory products necessary to recreate the exact "painting cycle" as conceived and engineered by the

Seller.

2.2 These General Conditions of Sale also apply to all sales made through the site/e-shop /e-commerce site. The Customer is aware and accepts that the contents of the site, the technical data sheets, the cycle sheets, the safety

data sheets may not be updated and for this reason, each purchase is subject to and governed exclusively by the

General Conditions of Sale applicable on the date of the purchase order and from time to time sent to the Customer

for subscription.

2.3 The Parties agree that this contract contains their final will, revoking any other previous document or

negotiation so that the interpretation of their will takes place exclusively in accordance with that agreed herein.

They also agree that any modification to this contract can only take place in writing and with an express indication

of the clause and the point to be modified; otherwise, any document otherwise drafted remains irrelevant.

2.4 The Parties, in compliance with the mandatory rules of law, agree that if some provisions of these general

conditions of sale are declared null or void, this fact will not affect the validity and effectiveness of the other

provisions that will remain fully valid and effective.

2.5 The Customer is aware and accepts that all the information provided and the images on the website are of a

general nature and are made available for information purposes only and that they do not constitute either a specific

guarantee on the products or a promise of specific qualities by the Seller.

2.6 The Customer is aware and accepts that the binding "safety data sheets" are exclusively those sent specifically by the Seller during the purchase/sale of the goods because what may be present on the site is of a general nature, merely informative and/or may not be updated.

Art. 3 Conclusion of the Contract and acceptance of the General Conditions of Sale

3.1 The contract stipulated between Molteni Vernici S.r.l. and the Buyer is concluded with the acceptance/confirmation, even partial, of the purchase order by the Seller. Purchase orders have the value of simple purchase proposals and do not bind the Seller until after acceptance/confirmation of the purchase order.

3.2 The Customer, to complete the purchase order, must follow the following procedure: a) He/she will contact the Seller through the references indicated on the site. b) The Seller will send the "Offer" of its product containing the particular conditions of sale; together with the offer will be attached the general conditions of sale that the Customer must return signed, with dual signature, to the Seller at fax no. +39 031.73.42.22 or to the email address vendite@moltenivernici.com or to that possibly indicated by the Seller for the specific hypothesis. c) The Customer must read the privacy provisions and the disclaimer on the site because, after sending the purchase order, it will be considered known and accepted in full. d) The Seller, after accepting the purchase order, will send the Customer an email confirming the order, the safety data sheets of the products purchased will follow the fulfilment of the order.

3.3 The Parties agree that the place of conclusion of the contract is always the Seller’s registered office. 3.4 The Customer is aware and accepts that the Seller may refuse to execute the order until the Customer returns the general conditions of sale signed with dual signature.

Art. 4 Information on products

4.1 It is agreed that any information regarding the products, such as those concerning weights, dimensions, capacities, strengths, prices, colours, and other data contained on the site are of a generic nature and not binding between the parties.

4.2 The Customer is aware and accepts that the final result, resulting from the application of the finish and/or painting cycle, to be understood, by way of example and not exhaustively, as aesthetic performance, resistance to external agents, durability, may vary from case to case and this in consideration of the particular application  conditions, the supports/ surfaces and the tools used at the discretion of the Customer and other variables over which the Seller has no control and responsibility either direct or indirect ability. For this reason, relations with the Customer are based on the preliminary sale of a sample of the product that the Customer can test and try to verify if the results provided meet their expectations.

4.3 The Customer, therefore, before embarking on the final use of the goods and before proceeding with purchases of further quantities of product, undertakes at his own expense, through the tests deemed appropriate by him (e.g., international resistance tests, fire resistance tests) and/or analysis on the sample at nationally recognised certification bodies, to verify its suitability with respect to its specific needs.

4.4 It is agreed that the Customer. with the order of other quantities of goods subsequent to the purchase of the sample of the same product considers the merchandise satisfactory, suitable, and in accordance with their specific needs.

4.5 In the event that the contract makes express reference to technical, safety, quality, or other regulations and documents, clearly identified in the same, even if not attached to the contract, the Customer will be considered to be aware of them.

4.6 The Seller, in compliance with industry regulations, is free to compose its "finishing" and/or "painting cycle” products according to the methods he best believes and with engineered cycles specially designed and covered by industrial secrecy.

4.7 If the sale is made at a specified quantity, the tolerance is conventionally established at 5% more or less of the product.In any case, no discounts are provided.

Art. 5 Availability

5.1 Molteni Vernici Srl guarantees the fulfilment of the accepted order without delay within the limits of what is specifically agreed between the parties.

5.2 The products are limited in number; it may, therefore, happen that the ordered product is no longer available, totally or partially, following the transmission of the purchase order. The Seller will inform the Customer.

5.3 The Seller, if the purchase order exceeds the quantity of product in stock, will inform the Customer if the good can no longer be ordered or what are the indicative waiting times to obtain the quantity of product ordered. The Customer, having received the aforementioned communication, will have the opportunity to confirm the order or not. In case of cancellation of the order due to product unavailability, the Seller will refund all of the sums the Customer paid within the order term of thirty days.

Art. 6 Means, terms, and costs of shipping and delivery

Unless otherwise agreed, delivery will take place free of charge - FCA (premises of Molteni Vernici S.r.l. in Via dell'Artigianato No. 44, 22063, Cantù (CO - Italy) Incoterms® 2010. The delivery terms indicated on the offer sent to the Customer are ordering and not essential constituting indicative times of order execution. Any delays in delivery will not entitle you to penalties or compensation for direct and indirect damages, nor to the start of interest or to terminate the contract.

Art. 7 Guarantees for product compliance, damage and claims, resistance certifications, and criminal matters.

7.1 The guarantee provided by the Seller is only the legal one in terms of sale between entrepreneurs/professionals and operates on the condition that the product is used correctly, in compliance with its intended use and as the Seller indicates. The warranty starts from the date of product delivery according to the Incoterms® 2010 rules established between the Parties.

7.2 The Seller only guarantees that the products comply with the indications and technical specifications contained in the safety data sheets sent to the Customer. 7.3 The products are considered to comply with the contract and their natural destination if they have the chemical and physical characteristics indicated in the safety data sheet sent to the Customer. It is agreed that the presence of any minor differences that it is customary to accept in the product sector in question or according to the practices established between the parties does not constitute a lack of conformity.

7.4 The Customer undertakes to promptly test the product after arrival at its registered office or any other place of destination of the goods agreed by the Parties and in any case to report in writing to the Seller any lack of conformity of the product, defect and/or defect, specifying in detail its nature, within a peremptory period of seven days from receipt of the goods at the agreed place, accompanying the request with the product production number and the purchase invoice. The Parties agree that any communication that does not comply with the methods and/or times described above will be considered invalid, ineffective, and/or late. 7.5 The Parties, in the case of contracts concluded due to the work of a commercial agent, agree to waive Article 1745 of the Italian Civil Code and, therefore, all declarations concerning the execution of the contract and complaints relating to contractual breaches must be made exclusively and directly to Molteni Vernici S.r.l. and those made to the agent will not be valid in any way.

7.6 The Seller provides the guarantee of conformity of the product with regard to the continuity of the chemical and physical characteristics indicated in the safety data sheets sent to the Customer no later than any defects and/or defects expressed by the first sampling provided and provided that they are reported within the term indicated above.

7.7 If the product, within the limits expressed by the first sampling supplied, presents proven defects of conformity, the Seller may, provided that it can do so without reasonable delay and without causing excessive inconvenience to the Customer, at its choice: (a) replace the products with compliant products, without any additional charge to the Customer, or (b) proceed with the refund of the amount paid by the Customer or the replacement of the product with another of equal or superior characteristics.

7.8 The Customer is aware and accepts that Molteni Vernici does not issue resistance certifications in relation to individual products and that, therefore, all the obligations and costs for the possible issue of such certifications by recognised certification bodies are borne by the Customer. 7.9 The Customer is aware that the painting cycle includes all the components/products necessary for the correct application of the finish, also this part of the cycle, through a correct composition and execution of the same as designed and engineered by Molteni Vernici.

7.10 The Customer is aware and accepts that Molteni Vernici, on request and in any case only in cases of purchase of all the components of the painting cycle, may issue certifications, since they relate exclusively to the entire painting cycle composed solely with the Seller's products and always under conditions of scrupulously following the Seller's instructions.

7.11 The Customer is aware and accepts that any certifications, obtained and issued by Molteni Vernici, refer exclusively to the entire painting cycle, as designed and tested by the seller and not to the single finish and/or  the single product and that, therefore, to be able to make use of the aforementioned certifications, also towards third parties, it is essential to purchase and use all Molteni Vernici products that make up the cycle as designed and engineered by the seller.

7.12 The Customer who requests and obtains from Molteni Vernici the certifications of his painting cycle, possibly in order to show them to third parties, such as actual and/or potential customers and/or general contractors, undertakes, for the entire duration/execution of his work/order, to the extent that the use of the Molteni Vernici finish(es) is envisaged, to purchase and use exclusively all Molteni Vernici products and indicated by it as necessary for the complete and correct composition and execution of the painting cycle in compliance with the quantities necessary to guarantee the correct and complete execution of the work; quantities that the Parties consider determinable in view of the quantity of individual finish purchased.

7.13 The Customer, who has requested and obtained the certifications on the Molteni Vernici painting cycle, is aware and accepts that any subsequent use of one or more different products and/or third parties, used to reproduce the composition, realisation, and execution of the painting cycle of Molteni Vernici finishes constitutes a serious breach of contract and fraudulent conduct that will not allow the Customer, in any way, for any reason and to any extent, to make use of the certifications issued by Molteni Vernici and, therefore, the Customer will not be able to show them, or deliver them to third parties, such as, for example, and not exhaustively, customers and general contractors, for any reason and for no reason or, if already shown, must immediately collect them by certified email communications to the third party(ies), copying the seller, in which it is made known that the use of third-party products for the painting cycle and application of the finish, Molteni Vernici does not allow to use, for applications performed with the use of third-party products, the certifications previously issued since the same refer exclusively to the painting cycle made solely with Molteni Vernici products.

7.14 The Customer, who has requested and obtained the certifications on the Molteni Vernici painting cycle, is  aware and accepts that any subsequent use of one or more different products and/or third parties used to reproduce the composition, realisation, and execution of the painting cycle of Molteni Vernici finishes, against the use by the Customer and/or exhibition and/or delivery, also to third parties, of the resistance certifications issued by Molteni Vernici, constitutes a serious breach of contract as a result of which the Customer will be considered seriously in default and will be required to pay Molteni Vernici Srl the sum of €10,000.00 (ten thousand euro) as a penalty pursuant to art. 1382, without prejudice in any case to the right of Molteni Vernici to act for compensation for any further damage, including that of loss of profit resulting from the non-sale of all and/or some of its products, part of the painting cycle, in the quantities technically necessary to perform and complete the correct painting cycle, quantities that can be obtained based on the quantity of finish purchased

Art. 8 Waiver and limitations of responsibility

8.1 All the contents on the site, technical manuals, technical data sheets, and/or cycle sheets are exclusively of a general nature and have a purely informative purpose, and do not constitute in any way conventional guarantees, technical opinions, nor promises of specific quality and do not bind the Seller in any way and, therefore, cannot be objected to against the Seller or third parties. The Seller, except in the case of wilful misconduct or gross negligence, is not responsible for any damages, direct and/or indirect, incidental and/or consequential, patrimonial, and non- patrimonial suffered by the Customer due to careless reliance and/or improper use of the contents of the site, technical manuals, technical data sheets and/or cycle cards.

8.2 The Seller, except in cases of wilful misconduct or gross negligence, does not provide any guarantee on the final result of the use of the goods supplied. The Customer is aware and accepts that the final result of the application of the product is influenced by multiple variables not falling within the Seller’s sphere of control and responsibility.The Customer, therefore, in the event of a final result that does not comply with his expectations, is aware and accepts that he will not be able to charge the Seller any responsibility, direct or indirect; nor any damage, direct or indirect, incidental and/or consequential, patrimonial and/or non-pecuniary will be due by the Seller.

8.3 The Parties agree to exclude any right of the Customer to indemnity for damages or compensation, as well as any contractual or non-contractual liability of the Seller for damages, direct and indirect, pecuniary and non- pecuniary, possibly caused by the non-acceptance, even partial, of an order.

8.4 The Parties, except in the case of wilful misconduct and gross negligence, agree to exclude the liability of Molteni Vernici S.r.l. for damages, direct and indirect, patrimonial and non-patrimonial, losses, lost earnings, and costs suffered by the Customer as a result of the failure, partial and/or incorrect fulfilment and/or for defects and/or defects of the product. The Seller is not liable for any damages affecting the Customer's business activity.

8.5 The Parties agree to exclude the liability of Molteni Vernici S.r.l. for delivery delays resulting from unforeseeable circumstances, force majeure, facts not attributable to the Seller, including the fact of the third party and, therefore, no compensation for damages, penalties and compensation is due in such cases.

8.6 Unless otherwise agreed in writing, the remedies for cases of established non-compliance of the product set out in Article 7.7 of this Agreement exclude any other remedy for non-compliance.

8.7 The Seller, except in the case of wilful misconduct or gross negligence, will not be liable for damage to the Customer's products or products of which the Customer's products are part, nor for damage to third-party property on which the Customer has applied Molteni Vernici products.

8.8 The Parties agree that, in the event of ascertained nullity, invalidity or ineffectiveness of the clauses of exemption and limitation of the Seller's liability, any compensation for damages awarded to the Customer, for the hypothesis of non-fulfilment by the Seller, will, in any case, be limited to an amount not exceeding the price paid by the Customer for the product purchase.

Art. 9 Copyright, intellectual property, and confidentiality obligations

9.1 All content published on the website www.moltenivernici.com and/or catalogues and/or brochures and/or Painting Cycles and/or Cycle Cards and/or Project Sheets and/or Technical Manuals of the Seller are covered by copyright and may not be reproduced in any way and/or used without the express prior written permission of Molteni Vernici Srl. All fraudulent use of such content will be prosecuted.

9.2 The Customer acknowledges and recognises that all trademarks and distinctive signs published on the site www.moltenivernici.com including: Never - Brushed/Circle/Flat, Essence, Copper, Chrome Reverse/Mirror, Anodyc, Aluminium, Greenox, Bronzox, Redox, Anti-Parfum, FF, Vetrowax, Antimicrobical, Concrete, Corten, Delabrè, Diamond, Calamine Iron, Blackboard, Layer, Material, Metal Fabrics, NanoNever, Nanogalvanic, Natural Luxury, Natural Wax, Porcelain, Powermetal, Rusty, Velvet, Wundaa, Anti-Touch, Fluo, Denim Drift, Dustof, Hightemp, Soft, Thermic, Coquille D'oeuf, Lacquer, Carbonized, Wakeup, Stone, 2kopa, Wp.2kopa, 2ksmet, 2k/bt, Bct, Wp.2knmet, 2ksmetxt, Wp.2k/Bt, Wp.2kmetal, Wp, are distinctive signs of exclusive ownership of Molteni Vernici S.r.l. and undertakes not to use them in any way without the Seller’s prior express written authorisation, and unless it is a descriptive use within the limits strictly necessary to communicate to its customers that these are original products.Any unauthorised use will also be prosecuted as a counterfeiting offense and punished according to the rules of the Intellectual Property and/or unfair competition Code.

9.3 All information concerning the know-how and/or trademarks, patents of which Molteni Vernici S.r.l. is the owner, as well as other commercial and business information, of which the Customer will become aware during any purchase negotiations and during the execution of the contract must be considered confidential and can not be used either directly or indirectly by the Customer except within the limits strictly necessary for the correct execution of the contract, nor shall they be disclosed to third parties without the Seller’s prior written authorisation.

9.4 Items called Painting Cycles, Cycle Sheets, Project Sheets, Molteni Vernici Technical Manuals are the result of important investments in research and studies and are drawn up from time to time with the utmost care and attention to allow the best yield and the products that compose them. As such, the Painting Cycles, Cycle Sheets, Project Sheets, Technical Manuals of Molteni Vernici constitute the Seller's corporate Know-how with an economic value and strategic importance for the company. The Customer undertakes to keep strictly confidential the contents of Painting Cycles, Cycle Sheets, Project Sheets, Technical Manuals that should be revealed to him and to use them only and exclusively with the original Molteni Vernici products whose codes are indicated in the same. The Customer is aware that the Cycles must and can be realized only and exclusively with the original Molteni Vernici products and that none of the elements can be replaced with third-party products. If Molteni Vernici verifies that the Customer has ordered only a part of the products necessary to complete the Cycles and is therefore using unauthorized products, it will be entitled to cancel the related orders, even if the order confirmation has already been sent, without the Customer being able to contest any default. The Customer is aware that any non-compliant use and/or application integrates among others violation of this agreement, theft and unauthorized exploitation of confidential business information and unfair competition. Art. 10 Privacy and personal data protection

10.1 Personal data are collected exclusively to register the Customer and activate the procedures for conclusion and execution of the contract and sending of the necessary communications.These data are processed electronically in compliance with the regulations in force on the subject and may be shown only at the express request of the Judicial Authority or other Authorities authorised by law.

10.2 Attention to the security and confidentiality of the Customer's data is a priority for the Seller. The information provided is considered strictly confidential and the Seller undertakes not to disseminate and not to sell the information in its possession to external companies for promotional purposes.

10.3 The Customer, by signing these general conditions of sale, declares to have been informed of all the elements required by industry legislation, as well as to have read the complete privacy policy on the site in the relevant section and, therefore, gives consent so that personal and business data are processed in accordance with the law and possibly communicated to third parties whose collaboration may be necessary.

Art. 11 Exclusive jurisdiction

Any possible disputes concerning, the interpretation, execution of this contract, termination, action for damages, and any other dispute concerning the contractual relationship and/or connected to it, will be referred to the exclusive jurisdiction of the Italian Judicial Authority at the Court of Milan with the express exclusion of any other jurisdiction. However, the Seller reserves the right to choose the Customer's jurisdiction.

Art. 12 Applicable law

12.1 This contract is governed exclusively by Italian domestic law. 12.2 For anything not expressly governed by these general sale conditions, the rules of the Civil Code apply. 12.3 The Parties, in the case of "international sale", agree to expressly exclude the application of the Vienna Convention (CISG 1980) and the contract will be governed exclusively by Italian domestic law.

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