SALES TERMS AND CONDITIONS

1. GENERAL. This sales contract is governed by the United Nations Convention on the International Sales of Goods and, with respect to questions not covered by such a Convention, by the laws of Italy. The order on the other side of this sheet, once signed by the Client, becomes an irrevocable contract proposal pursuant to and for the purposes of art. 1329 of the Italian civil code. The sale will take place if and when Kostner Srl (from now on referred to as the supplier) accepts the sale and communicates it to the client. The following conditions regulate this sales contract and will not be waived, if not communicated in written form, by the supplier. The nullity of one of these clauses does not determine the total invalidity of the contract, which will continue to be fully valid and effective between the parties. 
2. ​ORDER MODIFICATIONS. The Customer is allowed to make changes to the Order Proposal no later than 15 (fifteen) days from the date of signing of this proposal only by written communication only. This change must, in any case, be expressly accepted by the Supplier. Any additions and / or changes to orders, which will be made after the deadline mentioned above, must necessarily be managed as a new order, except in the case of written agreement between the parties. The Supplier may at any time cancel the production of any item contained in this order. Product line cancellations won’t give to the customer right to withdraw. ​
3. RIGHT OF WITHDRAWAL. ​The Customer may withdraw from the contract no later than fifteen days after signing this order, by written notice to be sent to the Supplier. For requests for withdrawal made after this deadline, the Supplier reserves the right to accept the request in whole or in part or, alternatively, to request payment of a penalty equal to 30% of the order amount for which the request is made. ​
4. DELIVERY. If manufactured articles do not pass quality controls, the seller reserves the right to deliver a quantity of items lower than the one agreed upon. The delivery obligation is considered fulfilled with the assignment of the goods to the carrier or to the shipper. The goods travel at the risk of the recipient. The delivery terms indicated on the order are approximate and are intended as agreed with a tolerance of 25 (twenty-five) days starting from the last day of the last month indicated in the order; within this period, no claim or right can be claimed by the buyer, nor can the latter request modifications and/or cancellation of the order, nor refuse to collect the goods and the termination of the contract due to delayed delivery cannot be requested. No right can be claimed for delays and/or unfulfillment of certain items due to unforeseeable circumstances or beyond one's control. For this purpose strikes, interruptions or suspensions of electricity are considered equivalent to circumstnaces beyond one’s control along with the suspension of transports, the inefficiencies of the shippers, the accidents and injuries. Any liability of the Supplier for damages resulting from total or partial failure to deliver or delayed delivery is expressly excluded. The Customer is responsible for verifying the integrity of the packages and having the parcels rejected by the carrier in case they show signs of tampering in the packaging. Returns will not be accepted by the Supplier unless expressly authorized by the latter. ​
5. PAYMENT The Customer accepts to punctually comply with the payment terms indicated in this proposal. In the event of late payment, the Customer will pay the bank and legal fees relating to any unpaid amounts plus the default interest calculated as per the art. 5 of Legislative Decree 10/09/2002 n. 231 amended by Legislative Decree 9 November 2012, n. 192, of the D.L. 24 January 2012, n. 1, converted with amendments by Law March 24, 2012, n. 27 and of the D.L. 5 May 2015, n. 51 converted with amendments by Law 2 July 2015, n. 91. The seller reserves the right to cancel orders already confirmed if the customer has not yet paid invoices whose payment has already expired. 
​6. USE AND PROTECTION OF THE TRADEMARK The Customer accepts to resell the items purchased only in his own stores. It is forbidden for the Customer to reproduce totally or partially purchased or viewed models. It is also forbidden to communicate news and information that allows the reproduction of the models themselves. Any violations of these obligations will be considered acts of unfair competition, with the related legal consequences. 
7. RESOLUTION AND SUSPENSION OF THE EXECUTION The Supplier shall have the right to suspend the execution or the resolution of the contract at its discretion in the following cases: ​
A) If the Customer has been responsible for a delay in payments for a period exceeding 90 working days; ​
B) if the Customer defaults on the obligations relating to the use of the trademark referred to at point 6; ​
C) if the Customer refuses, in whole or in part, to accept the delivery of the order, including the case in which the delivery of the goods cannot be performed due to the refusal of the Customer to fulfill his payment obligations on delivery, where provided . The rights of the Supplier under this article preclude any claim by the Customer to compensation and / or compensation for damages. ​
D) ​If the client refuses to pay, partially or in full, before the shipment of the ordered items. ​
8. ​TERM BENEFIT LOSS. In the cases referred to in point 7, the Customer will be deemed to have lost the terms benefit in relation to all the obligations assumed towards the Supplier and the latter will, therefore, be entitled to immediately demand full payment of the same within ten days from the sending of suitable formal notice to fulfill. 
9. COMPLAINTS Under penalty of forfeiture, the Customer must report to the Provider the presence of any defects and/or defects of the goods within 8 (eight) days of receipt thereof, by registered letter, specifically indicating the type of defect found and the heads concerned. Once this period has expired, the delivered goods are considered definitively accepted. The samples presented by the Supplier are of a purely indicative nature and are not to be considered as a sample or type of sample, therefore the Customer will accept any differences regarding the quality, fit, color, weight, and finish that fall within the scope of commercial uses. These differences cannot be disputed within reasonable margins of tolerance. In the event of conventional or judicial recognition of any claim in favor of the Customer, the Supplier will be obliged at its discretion to repair or replace the defective parts or to reimburse the corresponding amount. ​
10. REFUSAL OF GOODS If the Customer refuses in whole or in part to take delivery of the goods, down or full payment shall not be granted refunded.
11. PLACE OF PERFORMANCE AND JURISDICTION ​For any dispute concerning this order, the Court of Genoa or Savona, Italy will be competent. Italian law applies to the execution of the UN Sales Convention; 
12. PRIVACY The Customer authorizes Kostner srl to the processing of its personal data to the extent necessary for the completion of the sales contract, without prejudice to all the rights provided in favor of the owner of the data pursuant to and for the purposes of the legislative decree 30/06/2003 n . 196 and of the GDPR 679/16. These data will be treated in an adequate manner in full compliance with the aforementioned legislation and in the privacy disclosure procedures that the Customer declares to have received from the seller and declares to have read it.