1. Application of the general terms and conditions of sale
All quotations, whether verbal or written, are not binding for Carrara S.p.A.. All orders placed with Carrara S.p.A. and any agreements made with agents or representatives of Carrara S.p.A. shall be considered accepted, formalised and therefore effective according to law only when expressly confirmed in writing by Carrara S.p.A. .

2. Prices
Unless otherwise agreed, the prices in force at the time of delivery or shipment shall be applied. The prices are always intended ex-works Carrara S.p.A. with packaging charged to the Buyer.

3. Deliveries
The terms of delivery are purely an indication and do not bind the Seller, who is therefore in no way liable for any direct or indirect damage caused by delivery delays, interruptions or partial or total cancellation of the consignment. If and when the Buyer shall wish to establish a deadline for delivery, he or she shall formalise this request in an original contract or send a specific and formal communication by the term indicated requesting delivery on another date, the term of which should be no less than 30 (thirty) days.

4. Transport
The goods object of consignment travel at the total risk of the Buyer, even if, in compliance with special agreements, it is sold carriage free. Unless otherwise agreed, shipping methods shall be chosen autonomously by Carrara S.p.A., who will not however be liable for the choice of transport.

5. Packaging
Barring special instructions or unless otherwise agreed with the suppliers, packaging shall be chosen by Carrara S.p.A. according to professional rules of common experience. The same shall therefore be invoiced at cost price by Carrara S.p.A. regardless of any returns made by the Buyer.

6. Testing
The material is regularly checked and tested in Carrara S.p.A. laboratories prior to shipping. Therefore, if further joint testing is requested, the same shall be carried out at Carrara S.p.A. premises; all burdens and costs shall be paid by the Buyer as when testing is agreed to be performed in another place.

7. Payments
Unless otherwise contractually agreed, payment is intended made upon delivery of the goods in cash or other equivalent means of payment at the administrative offices of Carrara S.p.A..
In case of delayed payment, the Buyer shall be required to pay Carrara S.p.A. interest on arrears equal to the official rate of reference in force at the time of default increased by three points. The payment of interest on arrears shall be required of the Buyer even in case of delayed payment due to delayed arrival of the goods, breakdowns or partial or total loss during transport as well as in any other case of non-pick up by the Buyer of the goods ready for consignment at Carrara S.p.A. warehouses.

8. Cancellation of an order
Should even only one condition established for the supply not be observed or should there be any variations in the Buyer's name or business name, in the company's corporate composition or in its commercial capacity or any other event deemed prejudicial by the Supplier, the latter reserves the right to suspend any orders in progress or demand guarantees for their fulfilment.
In any case, regardless of the aforementioned circumstances, the Seller shall have the power to reduce the limits of exposure with the supplier, if changes in market conditions or if facts or circumstances affecting the regular conduction of the Seller's activity occur.

9. Tolerances
The parties agree to accept in any case the usage tolerances of the finished products as well as of the single elements they are composed of without any liability on the part of the Supplier.

10. Export prohibition
With the exception of specific agreements concerning this issue, in any case resulting from the order, the Buyer is prohibited from both exporting the goods supplied by the Seller and/or transferring them to companies or people who make them object of export.

11. Complaints
Claims concerning quality features, products or quantities are accepted in written form within 60 (sixty) days from goods receiving.
Claims concerning damaged packaging are accepted within 8 (eight) days in order to advise the forwarder in short time: in such case, please indicate on the delivery note the sentence "accepted with deviation" . Should you reject the goods, please advise us before returning it.
Any claim about a part of the delivery does not prejudge the acceptance of the remaining supplying.

12. Responsibilities or reserves
The Buying party agrees that the signing of these contract conditions binds him or her to the aforementioned terms, thus relinquishing the application of any different general terms and conditions.

13. Jurisdiction
The parties agree that for any action linked to the fulfilment and/or execution (including actions regarding the collection of amounts due) of the above mentioned supply shall be exclusive jurisdiction of the Judicial Authorities of Brescia.

STAMP AND SIGNATURE OF ACCEPTANCE
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In explicit and further acceptance of the conditions concerning:

1. Application of the general terms and conditions of purchase
The following general terms and conditions are considered applicable to every order, except those for which explicit exceptions are made with special clauses added to the contractual documents regarding the order. The following clauses supersede in their effect those appended by the Seller to invoices or other accompanying documents not specifically approved by Carrara S.p.A., as said.

2. Order confirmation
The Seller undertakes to send confirmation within 5 (five) working days of receipt of the order. Therefore, if acknowledgement is not received within that time, the order placed by Carrara S.p.A. shall be expressly and tacitly accepted in all its conditions.

3. Transport document
The material shall always be accompanied by the related transport document containing, in addition to all the elements provided for by law, the Carrara S.p.A. order reference and the related part number. Each individual package shall be identified with a label containing the Supplier's information, the Carrara S.p.A. part number, the quantity, tare, gross weight and lot number or date of production.

4. Tolerances regarding quantity
The accepted difference with respect to the quantity indicated in the order is + 5% (five per cent). In that case Carrara S.p.A. has the right to either accept the larger quantity supplied or otherwise proceed with returning it. Any difference in supply higher than the above mentioned percentage shall be cause for cancellation of the contract, save the right of Carrara S.p.A. to accept in any case the lesser quantity requested by way of communication, which shall be sent to the Seller within 15 (fifteen) days from receipt of the goods.

5. Delivery of the goods
The goods are considered delivered to Carrara S.p.A. warehouses or to any other place indicated by the same when placing the order. The Seller shall consider him or herself free of goods transport or delivery risks only when said goods are received by Carrara S.p.A. at its premises or in the places established by contract.

6. Terms of delivery
In any case of non-observance of the terms of delivery, even regarding only part of the goods, Carrara S.p.A. reserves the right to:
a) maintain the contractual order by applying to the Supplier a penalty equalling 2% (two per cent) of the amount of the material that has not been delivered for each week of delay, save the right to claim compensation for greater damages suffered;
b) consider the supply order cancelled by right; in that case it will be the responsibility of Carrara S.p.A. to communicate said will to the Supplier within 8 (eight) days from receipt of the goods;
c) acquire, at any time, the undelivered material object of the consignment (even regardless of the cases provided for in article 1516 of the Italian Civil Code) at the Supplier’s risk and burden, save in any case the right to claim compensation for damages.

7. Inspection of the goods
The verification of the quality and quantity of the goods delivered shall be carried out exclusively at Carrara S.p.A. Control Office, with the formal acknowledgement that the same operates within a Quality System and therefore subjects all goods on consignment to checks so as to verify compliance with the requirements specified in the order and, more in general, to inspect their suitability for the uses to which the goods are destined. Hence, Carrara S.p.A. shall reserve the right to communicate acceptance of the goods only following said inspections.

8. Derogations and concessions
The Supplier, when aware of non-conformities of the goods with respect to the order, undertakes to refrain from delivering the product before having received written derogation or approval by Carrara S.p.A..

9. Non-conformity of the goods with respect to agreements
The Seller shall guarantee that the goods are free from defects that would make them unsuitable for the use they are destined for or which considerably decrease their value. Should defects be found, Carrara S.p.A. shall request either the cancellation of the contract or a reduction in price. As for reporting the defects of the goods to the Supplier, Carrara S.p.A. shall not be required to observe the terms contained in article 1495 of the Italian Civil Code; the same is assigned a longer term of 30 (thirty) days from the day of detection, save all further rules of civil law regarding the superfluousness of the report and further terms of prescription.
In that case the Seller shall be required to repair or replace the material, save compensation for greater damages. Should this not be possible, the Buyer shall be responsible for taking ordinary steps of cancellation and non-fulfilment. The Supplier, finally, undertakes to communicate instructions and limitations regarding the use of the materials supplied.

10. Inspection visits
The supplier declares him or herself available to receive Carrara S.p.A. technicians at its premises to allow visits aimed at evaluating the quality system, the production processes and the products to supply with prior agreement regarding the methods and dates of the visits.

11. Quality recording documents
The Supplier draws up the reports certifying the tests performed to ensure the quality of the product with specific reference to the lot and date of production of that which has been supplied to Carrara S.p.A. and undertakes to provide the Buyer with a copy of the report or make it available to the same for at least 5 (five) years.

12. Payments
Payment methods and terms shall be agreed on each time. The Supplier shall not issue drafts without the approval of Carrara S.p.A.. If one is issued without prior approval, Carrara S.p.A. shall be legitimated to not pay and the Seller shall be held responsible for any damages resulting from this.

13. Supply of patented products
With the order the Supplier fully guarantees Carrara S.p.A. that the materials supplied have not been manufactured in violation of any patent or licensing laws, thus guaranteeing Carrara S.p.A. the freedom and lawfulness to use and market the products on the domestic and international market.

14. Transfer prohibition
The supply contract may not be transferred, as the credit deriving from the same may not be object of transfer and/or delegation in any form, unless otherwise authorised in writing by Carrara S.p.A..

15. Place of jurisdiction
Any controversy regarding the supply (execution, fulfilment, payment or in any case concerning the application of the general terms and conditions of this contract), is by mutual consent delegated by convention to the Court of Law of Brescia.

STAMP AND SIGNATURE OF ACCEPTANCE
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In explicit and further acceptance of the conditions concerning: