General Terms and Conditions of Sales

GENERAL TERMS AND CONDITIONS OF SALE

Rev.01.06.2021
Validity: International Market (German Excluded*)

1. SCOPE
1.1. These general conditions of sale (hereinafter "Conditions") apply to all present and future sales of products (hereinafter "Products"), to be understood as the goods produced by Ghidini Lighting S.r.l. and identified by the Ghidini trademarks (hereinafter "Brands"), settled by Ghidini Lighting S.r.l. (hereinafter "Ghidini") with professional customers (hereinafter "Customers"), to be understood as those who act in the exercise of their business, commercial, craft or professional activities.
1.2. It is understood that, unless otherwise agreed in writing, neither these Conditions, nor the subsequent sale and purchase contracts regulated by them, admit the Customer to be part of any selective distribution network of Ghidini, nor do they grant the Customer any exclusive right or power to act in the name and/or on behalf of Ghidini, nor to present himself to third parties as a distributor, dealer agent or affiliate of Ghidini.
1.3. Any agreement added to or contrary to these Conditions as well as any modification of the Conditions must be agreed in writing between the Customer and Ghidini under penalty of nullity.
1.4. These Conditions cancel and replace any other clause and / or General Purchase Conditions indicated in the orders sent by the Customer, including any in the future after the present ones.

2. ORDERS AND ORDER CONFIRMATIONS
2.1. Orders must be made in writing. Sales shall not be considered completed, nor shall orders be binding on Ghidini if not accepted by the latter in writing (including by computer/telematic means) within 2 (Two) days of receiving the order, if, within the same period, Ghidini has not directly executed the order in accordance with art. 2.2 of these Conditions.
In the absence of a written order confirmation, by Ghidini, within the aforementioned period of 2 (Two) days, the order shall be considered as not accepted. An order confirmation that differs from the order in terms of object, quantity, price, payment method and return conditions shall be considered accepted if the Customer does not communicate anything in writing to Ghidini within and no later than 24 (twenty-four) hours from receiving the order confirmation.
2.2. If Ghidini proceeds directly to the execution of the order, the sale is considered completed at the time and place (factory, warehouse, etc.) where the execution of the order began.
2.3. Any changes to orders must be communicated to Ghidini within and no later than 24 (twenty-four) hours from receiving the order, unless Ghidini has already notified the Customer of the order confirmation and/or started the execution of the order. Unless otherwise agreed in writing, any changes regarding the order and communicated from the Customer to Ghidini after the aforesaid deadline shall be considered as not having been made; in the event of changes communicated after order confirmation and/or after the start of execution of the order will be regulated by rules as per point. 2.4.
2.4. In case of cancellation of an order the Customer shall pay a penalty equal to 20% (twenty percent) of the value of the cancelled orders, without prejudice to Ghidini's right to compensation for any additional damages.

3. PRICE, PAYMENT AND RESERVATION OF OWNERSHIP
3.1. The prices indicated in the price list are purely indicative and Ghidini reserves the right to modify them, without any prior notice, at any time and at its own discretion.
The price of the Products (hereinafter "Price") is that resulted from the order confirmation and indicated in the invoice. Unless otherwise specified in writing, the price is VAT excluded.
3.2. Without prejudice to the provisions of art. 3.1, for articles and components that on the price list and/or catalogue show the wording "on request/on demand" or for finished articles with particular colours, technical characteristics and voltages different from 230V 50Hz, the price will be agreed in writing from time to time.
3.3. The payment methods are those agreed between Ghidini and the Customer, according to art. 2, and reported in the order confirmation and in the invoice by Ghidini. In any case, and unless otherwise specified in writing, payments shall be made exclusively to Ghidini's bank account.
3.4. Unless otherwise agreed in writing, Goods remain our sole property until fully paid.

4. INTEREST IN ARREARS
4.1. For any partial or total delay in payment, Ghidini will have the right to apply interest for late payment at the rate established by Legislative Decree no. 231/2002, without prejudice to the right provided for in art. 5 of these Conditions; Ghidini has also the right to claim some compensation for further damage. Ghidini may, in this case, also declare the Customer’s insolvents as the right to terminate the contract.

5. THE RIGHT TO SUSPEND ENFORCEMENT
5.1. Ghidini shall have the right to suspend or cancel, at its own discretion, the execution of the order even though the order has already been confirmed, or to make the delivery of the Products subject to full advance payment, or ask the Customer for appropriate guarantees, in the event of non-fulfilment or delays in pay performance by the Customer, relating to both previous orders and those in progress.
5.2. If the circumstance that led the suspension of the order goes over than 30 (thirty) days, Ghidini shall be entitled to declare in total or partial termination of the sales contract.
5.3. Any delay by Ghidini in exercising its rights deriving from this point. 5 shall not be interpreted as a waiver of such rights in favour of the Customer.

6. DELIVERY TERMS
6.1. Italian Market:
The place of delivery must be specified in writing no later than the dispatch of the order confirmation. Unless otherwise agreed in writing, the Products are delivered EX Works Lumezzane (BS) (Incoterms 2010)
6.2. German Market:
Unless otherwise agreed in writing, for the German market, refer to the specific conditions of sale on the website www.ghidini.it; www.lucitalia.it.
6.3. EU Market (Italy and Germany * Excluded):
The place of delivery must be specified in writing no later than the dispatch of the order confirmation. Unless otherwise agreed in writing, the Products are delivered EX Works Lumezzane (BS) (Incoterms 2010)
6.4. Extra-EU countries
The cost of shipments to Extra-EU countries, is always borne in full by the customer.
6.5. The cost of shipping by express courier to Italy, EU or any other country is always borne in full by the customer.
6.6. Under no circumstances will Ghidini be held responsible for direct and / or indirect damages deriving from early or late delivery of the Products.

7. TECHNICAL CHARACTERISTICS, QUALITY AND PACKAGING
7.1. The Product’s Catalogue provides information on the technical characteristics and dimensions of the Products for informational purposes only. At any time, and without priority notice, Ghidini reserves the right to include new Products, reduce and/or discontinue the sale and/or production of Products contained in the catalogue, in relation to its production requirements.
7.2. Ghidini guarantees that its products are compliant with the Italian standards, including those concerning safety, and conform to European standards.
7.3. The Products are sold and delivered in compliant packaging, according to the best rules and practices of the sector. In case the Products will be resold, the Customer may not change and/or modify the original packaging, otherwise any warranty on the Product supplied will be forfeited.
Ghidini, with the Products, will supply the instruction sheet for use/assembly and everything else necessary for their proper use. Customer who buys the Products for the purpose of reselling, undertakes to deliver said material to the third party, with recommendation to keep them and, if necessary, together with the declaration of conformity of the installation to which the Products have been installed.

8. GUARANTEE AND PROHIBITION OF COMPENSATION
8.1. Unless otherwise agreed in writing, the duration of the warranty against defects in the Products will be 2 (two) years, starting from the delivery. Any repair or replacement does not extend the duration of the original warranty.
8.2. Defects found during the warranty period must be reported to Ghidini by sending a written communication, by registered letter or by other means of transmission that shows receipt of the communication and certifies, with legal certainty, the date of delivery, within 8 (eight) days from delivery of the Products or, in the case of defects that are not apparent, from their discovery. The communication needs to be sent together with a copy of the purchase invoice of the Products and the transport documents, must indicate the delivery date and be
accompanied by all the most appropriate evidence, including photographic evidence, of the defects reported and the quantity of the defective Products.
8.3. Ghidini will proceed alternatively, at its sole discretion, to replace or repair the defective Product, within a reasonable period of time from receiving the complaint.
8.4. As a result of these Conditions and unless otherwise agreed in writing, Ghidini shall not be held liable for the defective Products to a greater extent than their selling price; Ghidini shall therefore not be held liable for any other direct or indirect damages or to reimburse transport, installation, assembly, disassembly, removal or any other expenses arising from the replacement of the defective Products.
8.5. In case of Products purchased by the Customer ("professional" within the meaning and for the purposes of art. 1.1 of these Conditions) and to be resold, even separately, or transformed, assembled, assembled or incorporated into other goods, even though the Customer is liable to third parties for defects in the Products, Ghidini undertakes to indemnify and hold harmless only the Customer and only within the limit of the price of the defective Products, with express exclusion of the Customer's right to act directly or in recourse against Ghidini for any further loss, damage, burden, cost and / or expense. In the event of claims made or promoted by third parties, the Customer shall promptly inform Ghidini so as to allow the latter to take all necessary initiatives to limit the damage and/or prevent further damage.
8.6. The return of the defective Products must previously agreed with the sales management and authorized, in writing by Ghidini; in this case the costs of returning the Products shall be borne by the Customer.
8.7. The warranty does not apply in the event that the defect of the Products is caused by an assembly/disassembly, use, storage and maintenance of the Products in an inappropriate manner or in a way that does not conform to the instructions sheet and assembly paper provided by Ghidini or in any case in a manner that is not authorized or approved in writing by Ghidini; nor in the event of modifications, transformations, alterations, processing or tampering with the Products or their parts (including the application of accessories not approved by Ghidini). The warranty also does not apply in case the defect, of the Product, derives from the failure of the Customer or a third party to verify the compatibility between the maximum temperature of the glass and the specific application (standard EN 60598-2-13 and any further modifications).
8.8. This warranty replaces any other legal or conventional warranty and excludes any other liability of Ghidini towards the Customer; therefore, under no circumstances may Ghidini be held liable for loss of turnover or loss of image/commercial reputation or other direct/indirect damage suffered by the Customer as a result of defects in the Products. Ghidini declines all responsibility for any damage that may derive directly or indirectly to persons, things and animals for failure by the Customer or third parties to comply with all the requirements indicated in the instructions for use.
8.9. Any disputes between Ghidini and the Customer or the submission by the Customer of claims against Ghidini, does not constitute, for the Customer, a justified reason for delaying or suspending the payment of the price due for the Products or terminating the contract; nor does it constitute, for the Customer, a justified reason for the reduction of price in total or partial.

9. PRODUCT TRACEABILITY AND RECALL
9.1. In the case of resale of the Products by the Customer to third parties, the Customer shall guarantee full traceability of the Products and, in the case of compulsory and/or voluntary recall procedures for serial defects, shall be obliged to cooperate fully with Ghidini, as well as to comply with any other action that Ghidini may decide to take.
9.2. Ghidini may decide to withdraw the Products from the market, proceeding, at its sole discretion, to replace the Products or, alternatively, to refund the price to the Customer. The Products will be collected at Ghidini's expense according to the instructions that Ghidini will send to the Customer in writing. Under no circumstances may Ghidini be held liable for loss of turnover or loss of image/commercial reputation, or other direct/indirect damage suffered by the Customer as a result of the withdrawal of the Products from the market.

10. CIVIL LIABILITY
10.1.Ghidini guarantees the performance of its Products only and exclusively in relation to uses, destinations, applications, tolerances and capacities expressly indicated by him and the Customer is not authorized to dispose of them in a different way. If the Customer intends the Products for resale, it will be his burden and responsibility to inform his buyers of the above indications.
10.2.Compensation for any damage to persons or property, deriving from the defects of the Products supplied, is limited to the maximum indicated in the civil liability policy signed by Ghidini with a primary insurance company and is subject to the terms and conditions indicated therein. A copy of the aforementioned insurance policy will be provided to the Customer upon written request.

11. INTELLECTUAL PROPERTY
11.1. Ghidini guarantees that the Products sold under its Brands are freely available.
11.2. Any form of reproduction or use of the Ghidini Trademarks and intellectual property rights is prohibited without the prior written permission of Ghidini. Any reproduction of drawings, projects, studies, lighting calculations made by or on behalf of Ghidini and/or owned by Ghidini, without prior written permission, is also prohibited.

12. FORCE MAJEURE
12.1. If the production and / or delivery of the Products by Ghidini is made impossible, excessively burdensome or delayed due to a Force Majeure Event as defined in the following Article 12.2, Ghidini will have the right to suspend production and / or delivery of the Products for a period equal to the duration of the impediment. Ghidini will not be liable in any case for any damage resulting to the Customer from the delay in delivery of the Products due to a Force Majeure Event.
12.2. If the impediment due to the Force Majeure Event persists for a period exceeding 90 days, each party will have the right to withdraw from the relevant contract, without any right arising in respect of the other party to compensation for damage.
12.3. "Force Majeure Event" means any event beyond Ghidini's control that affects the production or delivery capacity of the Products - including, by way of example, strikes, non-delivery or delayed delivery, even partial, of raw materials on the part of Ghidini's suppliers, partial or total breakdowns of machinery and / or equipment to be used in the manufacture of the Products, fires, floods, riots, decisions by the authorities, regulatory changes, epidemics, pandemics or other health emergencies.

13. APPLICABLE LAW AND COMPETENT COURT
12.1.Unless otherwise agreed in writing, Italian law shall apply exclusively to these Conditions and to the contracts concluded between the Customer and Ghidini, with the express exclusion of the rules of private international law and of the Vienna Convention 1980 (CISG) on the international sale of movable property.
12.2.Any dispute between the Customer and Ghidini, whether related to these Conditions or to any contract concluded between the same parties, shall be referred to the exclusive jurisdiction of the Court of Brescia, without prejudice to Ghidini's right to take action against the Customer before the courts of the latter's location.

14. INTERPRETATION
14.1. In the event of any discrepancy, of these Terms and Conditions, between the Italian version and English or German version, the Italian version shall prevail.

* for Italian and German market please refer to their specific Terms & Conditions of Sale.

Pursuant to and for the purposes of articles 1341 and 1342 of the Civil Code, the following articles are expressly approved:
5. Right to suspend execution;
6.6 Limitation of Ghidini's liability for early / late delivery;
8.3, 8.4, 8.5, 8.8, 8.9 - Warranty, Ghidini limitations of liability, Prohibition of compensation;
9.2 Limitation of liability in case of recall of the Products;
10.2 Civil liability;
13 - Applicable law and competent court.