Terms and Conditions

Art. 1. SCOPE OF APPLICATION

1.1 These general conditions of sale apply to all quotes and all sales contracts (hereinafter, the "Contracts") Concluded, also electronically, between the seller Witty Srls, with registered office in Rome, Via Trionfale 5637  (hereinafter "Witty"Or the"Seller") And the Purchasing Company (hereinafter the"Client"), Concerning the sale and relative delivery (including all related services) of products by Witty to the Customer (hereinafter, jointly, the"Products").

1.2 These general conditions prevail over any non-conforming clause inserted in forms, forms or other documents prepared by the Customer, even if their applicability has not been expressly contested by the Seller. Exceptions to these general conditions are binding on the Seller only if they have been accepted by the Seller in writing.

1.3 If, during the execution of a Contract, one or more of these general conditions become, for any reason, invalid or ineffective, the other conditions will continue to remain in force.

1.4 If a contract has already occurred between the Seller and the Customer governed by these general conditions, it is understood from now on that the same general conditions governed here, unless they are expressly excluded, will also be applied to any subsequent sale concluded between the Seller and the Customer, even if the aforementioned conditions of such subsequent sales have not been expressly referred to or.

Art. 2. CONCLUSION OF THE CONTRACT

2.1 The Contract is considered concluded and, therefore, binding for Witty only after the same Witty has received confirmation of the acceptance of these general conditions by the Customer through the computer system available on the Witty website.

2.2 Witty, up to the conclusion of the Contract, can always revoke the offer at any time, even if the same contains a deadline for acceptance by the Customer, unless this offer has not been expressly qualified as irrevocable pursuant to art. 1329 of the civil code.

2.3 Any offer made by the Seller, either orally or in writing, must be considered automatically expired in the absence of express acceptance by the Customer within 10 (ten) working days, unless Witty indicates otherwise.

2.4 Unless otherwise expressly agreed in writing and without prejudice to the provisions of the applicable regulations, the Seller does not issue any guarantee regarding the accuracy and completeness of all technical information (including projects, images, drawings, calculations, dimensions, capacity, weight, performance and models) provided by the same Seller in its catalogs, in its brochures, as well as through its advertising or on its website.

Art. 3. PRICES

3.1 The prices are indicated in the Seller's offer and are net of any charges, taxes or fees, transport costs, any customs duties, insurance costs and / or special packaging costs, which are the sole responsibility of the Customer. Unless otherwise agreed in writing between the parties, the prices indicated in an offer by the Seller will not be binding for subsequent offers.

3.2 The Seller may proceed with the revision of the price even in the event that, at the request of the Customer, the Product must be delivered in a shorter period than that initially agreed or extended or the processing of the Product itself must be carried out in extraordinary hours, at night and / or festive.

Art. 4. DELIVERY

4.1 Unless otherwise agreed in writing between the parties, the delivery of the Products and the relative transport are always understood to be carried out by the Seller at the Customer headquarters or in another place agreed between the parties.

4.2 The delivery terms, unless otherwise expressly agreed in writing, are to be considered purely indicative.

4.3 Therefore, any delays in delivery, even if not due to force majeure, will not entitle the Customer to terminate the Contract or claim compensation for damages, both direct and indirect, but will only legitimize the Customer to send Witty a written communication reminder containing a reasonable deadline for the delivery of the Products, it being understood that this deadline may in no case be less than 10 (ten) working days.

4.4 The delivery terms start from the day of conclusion of the Contract pursuant to the previous art. 2. If there is a payment to the order or the issue of a bank guarantee, the delivery terms will begin to run from the receipt of the expected payment or guarantee. Any changes to the Products agreed with the Customer will cause a new delivery term to run.

4.5 Deliveries may be made in one or more lots. In this case, the payment methods provided for in the following art. 6 will apply to each lot.

4.6 If the Seller is prevented from respecting the delivery terms due to:

<br>• delays, slowdowns, suspensions and interruptions of processing not attributable to the same Seller;

<br>• strikes, lockouts, trade union unrest, fires, floods, earthquakes, adverse weather conditions, public authority measures, power outages, failed or delayed deliveries of suppliers, interruption or suspension of transport or energy, unavailability or scarcity of raw materials, or machine breakdowns as well as due to any other unforeseeable event or force majeure beyond the reasonable control of the Seller,

the expiry of the delivery terms will be suspended from the day of the notification to the Customer of the impediment and until further notice by the Seller.

4.7 Unless otherwise agreed in writing between the parties, the delivery is considered completed when the transport company delivers the Product to the place of delivery indicated in the previous art. 4.1. Delivery must take place in the presence of the Customer (or his representative) who must be present at the unloading of the goods and must sign the delivery note, as a sign of full acceptance of the apparent completeness and good condition of the Product.

4.8 In case of absence, at the time of delivery of the Product, of the Customer (or his representative), or in the event that the agreed delivery places are in inaccessible areas, the declaration of the transport company, the which certifies that the Products have been delivered in good condition, is considered proof of delivery as well as acceptance of the good state of delivery of the goods.

4.9 From the moment of completion of the delivery governed as above, the Seller is released from any liability and risk inherent in the Products. All risks are therefore transferred to the customer.

4.10 If, even notwithstanding the above, a sale with transport by the Customer is agreed between the parties:

a) a deadline will also be agreed and indicated from which the Customer will be able to collect the relevant Product and the days and times for the same withdrawal. In this case, the Customer must notify the Seller, at least 15 days before collection, of the designated forwarder;

b) delivery is always considered to have been made EX WORKS (Incoterms 2010) at the Seller's headquarters or other agreed pick-up location; the Products travel, therefore, always at the Customer's risk;

c) if the Customer does not collect the Products in time, the Seller will have the right, at his choice, to:

<br>• invoice the goods, which will be stored in its warehouses in the name and on behalf of the Customer; in this case it will be the obligation of the Customer, who will bear all risks relating to the Products in storage, to pay the Seller, as a contribution to storage costs and up to the actual collection, an additional amount corresponding to 1,5% (one point five percent) of the sale price of the Products for each month of storage; or

<br>• terminate the Agreement with immediate effect;

<br>• without prejudice to the application of the penalties referred to in the following art. 8 in addition to any compensation for greater damage.

4.11 From the date of completion of the delivery or collection as previously regulated, the Seller does not make refunds in favor of the Customer nor does it accept the return by the same Customer of Products already delivered, unless otherwise agreed in writing between the parties and on condition that the return takes place in accordance with the conditions that will be established from time to time by Witty. If the Customer decides, even in the absence of an express written agreement, to return the Products already delivered to the Seller, any transport costs or storage costs at Witty's warehouses will be charged to the Customer.

Art. 5. PACKAGING AND TRANSPORT

5.1 The Seller uses only common packaging for its Products. Any special packaging requested by the Customer will be charged to the same. 5.2 If the Seller has assumed the transport costs, the increases in transport costs occurring after the day of the conclusion of the Contract and any costs and taxes inherent and consequent to the transport will be borne by the Customer.

Art. 6. PAYMENTS

6.1 Unless specific terms are provided in the Contract, the Customer must pay the price within 30 (thirty) days from the date of the invoice and in the currency indicated in the same.

6.2 The parties expressly agree that, unless otherwise agreed in writing, the invoices will be sent by the Seller to the Customer exclusively in electronic format or via email.

6.3 The place of payment is to all effects the registered office of the Seller, whatever the agreed payment method, and therefore also in the case of payment by drafts, bills, bank orders or similar title.

6.4 Checks, drafts and other titles are accepted subject to collection.

6.5 In the event of total or partial delay in payment, the Customer must pay, on the outstanding sum, an interest on arrears at the rate provided for by Legislative Decree 231/02 and subsequent amendments.

6.6 In the case of an agreed installment payment, failure to pay even a single installment will make the Customer forfeit the benefit of the term pursuant to art. 1186 of the civil code and the entire credit of the Seller will become immediately due, without prejudice to the further rights of the Seller.

6.7 The entire credit claimed by the Seller will become immediately due pursuant to art. 1186 of the civil code, without prejudice to the further rights of the Seller, also when the Customer:

<br>• is subjected to a bankruptcy or other insolvency proceedings, as well as to a debt restructuring procedure;

<br>• is subjected to a seizure procedure;

<br>• is subjected to dissolution or liquidation for any reason or ceases the actual business activity.

6.8 Failure or delay in payment of any sum owed by the Customer, even if relating to different commercial relationships with the same Seller, authorizes the same Seller to:

<br>• suspend the supply of the Products as well as the preparation and delivery of the Products subject to other Customer orders;

<br>• modify the payment conditions, including the possibility to request specific guarantees;

<br>• declare the Contract terminated due to breach by the Customer pursuant to art. 1456 of the civil code;

<br>• claim compensation for damages suffered due to non-payment or delayed payment and its effects;

<br>• collect the Products already delivered and not fully paid for by the Customer;

<br>• withhold, by way of indemnity, any sums already collected, without prejudice in any case to compensation for any greater damage.

6.9 The expenses incurred by the Seller to recover the sums due to the same by the Customer are the sole responsibility of the Customer.

6.10 The right to suspend the preparation and delivery of the Products is recognized to the Seller even in the event that the latter, according to its own discretionary assessment, has reason to believe that the Customer may not fulfill his obligations exactly.

6.11 Any dispute of non-fulfillment and / or non-conformity of the Products delivered by the Seller will not entitle the Customer to suspend the payment of the disputed Products and / or any other Products delivered by the Seller.

6.12 Without prejudice to any right assumed by the Seller in these general conditions of sale, the Customer undertakes to provide, at the Seller's first request, a suitable guarantee certifying their financial capacity to support the commitments undertaken in the Contract. Failure or delay in presentation of the guarantee by the Customer requested pursuant to the above entitles the Seller to terminate the contract for non-fulfillment pursuant to art. 1456 of the civil code.

Art. 7. VERIFICATION OF PRODUCTS, COMPLAINTS AND WARRANTY

7.1 The Seller guarantees, also pursuant to art. 1490 of the civil code, that the Products delivered are free from defects that make them unsuitable for the use for which they are intended or appreciably decrease their value.

7.2 The Customer is required, also pursuant to art. 1495 of the civil code, within the mandatory term of 1 (one) day from the delivery of the Products, to verify the weight, dimensions and quantity declared by the Seller as well as the relative functioning; any apparent defects must be reported, under penalty of forfeiture, to the Seller within 8 (eight) days following the expiry of the given term. Without prejudice to the foregoing, any other defect or hidden defect of the Products must be reported, under penalty of forfeiture, no later than 8 (eight) days from its discovery. In any case, the guarantee action pursuant to art. 1495 of the civil code is prescribed in one year from delivery.

7.3 In the case of Contracts concluded through the agent, also by way of derogation from art. 1745, first paragraph, of the civil code, the Customer's complaints must be made in writing exclusively to the Seller, by registered letter with return receipt.

7.4 Unless otherwise agreed in writing, the Seller does not guarantee in any way that the Products are designed for a specific use and therefore the Customer assumes all risk and responsibility for events occurring as a result of the use of the Products, either individually or in combination. with other materials. The guarantee does not apply to Products that are tampered with or modified without the prior consent of the Seller or used in a manner that does not comply with the technical specifications provided by the latter. The Seller's warranty does not include the alterations that, due to the substances with which the Products come into contact, the same undergo in every single part (metal, paper, color, printing, etc.) as well as any damage, defects or alterations caused by faulty storage of the Products delivered.

7.5 Should the Customer receive complaints from his customers due to hidden defects in the Products, he must refrain from making any acknowledgment, offer or payment and must immediately transmit to the Seller a strictly confidential report containing a detailed description of the defects found and all the data necessary to identify the relevant batch, date and place of delivery.

7.6 The Products disputed by the Customer must be kept available to the Seller for any investigations, without prejudice to the Customer's responsibility to rigorously prove his disputes. The disputed Products cannot be returned to the Seller without his authorization. The Seller, within 60 (sixty) days following receipt of the report, will notify the Customer in writing of the instructions to settle the dispute.

7.7 Without prejudice to the cases of exclusion of liability of the Seller contemplated in these general conditions and in compliance with the provisions and permitted by the applicable regulations, in the hypothesis of existence, judicially ascertained or recognized by the Seller, of defects or defects in quality or in any case of discrepancies of the goods, and in any other case of ascertained or acknowledged breach by the Seller relating to the Product sold, the Customer has only the right, to be exercised within two months from the aforementioned ascertainment or recognition, to ask the Seller that the defective goods or defective or otherwise non-compliant, is made compliant with what has been agreed. In this case the Seller has the right to proceed either with the reconditioning of the goods or with the possible replacement. The two-month term granted to the Customer is peremptory and is considered by the parties as a term of forfeiture, with any consequent effect. Even in the case of complaints accepted by the Seller, the latter is limited to the value of the goods supplied. In no case, except where otherwise and mandatorily provided by law, the Seller is obliged to compensate the Buyer for damages, both direct and indirect. In particular, the Customer expressly waives the right of recourse provided for by art. 131 of Legislative Decree n. 206 of 2005 (Consumer Code).

Art. 8. PENALTY

8.1 In case of non-collection of the Products by the Customer or of other breach of the Contract by the Customer, the latter will be required to pay a penalty equal to 30% (thirty percent) of the value of the Products, without prejudice to the right of the Seller to demand payment of the price or to terminate the Contract and without prejudice to the right to compensation for greater damage. The same penalty will be considered applicable to the Customer even if the latter makes a request for early termination of the Contract and it is accepted by the Seller.

Art. 9. RESERVATION OF OWNERSHIP

9.1 Pursuant to and by effect of art. 1523 of the civil code, the Products will remain the property of the Seller until their full payment and, in the case of checks or bills of exchange, until their collection, even if the documents are delivered in advance.

It is understood that, regardless of the date of transfer of ownership, the risks are in any case transferred to the Customer from the date of delivery of the goods (in the manner provided above) pursuant to art. 1523 of the civil code.

9.2 In the event of termination of the contract due to non-fulfillment by the Buyer, the price installments paid will be acquired by the Seller pursuant to art. 1526 of the Italian Civil Code, without prejudice to the right to compensation for further damages.

9.3 The Customer is required to keep the products supplied by the Seller subject to retention of title pursuant to this article with the necessary care, ensuring that they are identifiable as the property of "Witty" and are kept in a place separate from other products.

9.4 The Seller has full right to recover the Products already delivered to the Customer and kept at the same Customer as they are subject to retention of title in all cases in which the Customer is in default of his payment obligations, pursuant to art. 6 above. To this end, the Customer must allow free access to the Seller at any time at its headquarters or in any place where it stores the Products.

9.5 The Seller will insert, in the invoices that will be issued for the supplies of the Products, the following note: "supply subject to retention of title pursuant to art. 1523 of the civil code, pursuant to article 11 paragraph 3 of Legislative Decree 231/2002".

Art. 10. INTELLECTUAL PROPERTY

10.1 Unless otherwise agreed in writing, the Seller remains the owner of the copyrights and all industrial property rights, including information of a technical, commercial or industrial nature, which it may become aware of on the basis of the Contract / s. the.

10.2 The intellectual property rights provided above in art. 10.1 always remain the exclusive property of the Seller and therefore cannot be reproduced, used or made available to third parties without the prior explicit written consent of the Seller.

Art. 11. ABSENCE OF EXCLUSIVITY

11.1 The Seller  does not grant any exclusive right for the sale of the Products indicated in the offers and of its Products in general. Therefore, even in the context of an ongoing business relationship, any circumstances that actually lead to an exclusive situation cannot determine the arising of rights or expectations of the Customer.

Art. 12. FORCE MAJEURE

12.1 The Seller will not be liable to the Customer for losses, damage or delays caused by strikes, lockouts, labor unrest, fires, floods, earthquakes, adverse weather conditions, public authority measures, power interruptions, missed or delayed deliveries of suppliers, interruption or suspension of transport or energy, unavailability or scarcity of raw materials, machine stops or breakdowns as well as any other unforeseeable event or force majeure beyond its reasonable control.

12.2 The Seller must promptly notify the Customer of the cause of force majeure he intends to invoke, identifying the details of the invoked event, the consequences connected to it and its foreseeable duration. The Customer will have the right to withdraw from the Contract (s) concluded with the Seller if the duration of the impediment should last for more than 6 (six) months.

12.3 In the event that the event of force majeure should be invoked by the Customer, the Seller will have the right to withdraw from the Contract (s) concluded with the Customer or to suspend the supply of the Products if the duration of the impediment should last for over 60 (sixty) consecutive days.

Art. 13. IMPOSSIBILITY OCCURRED AND DIFFERENT BENEFIT

13.1 In the event that, during the execution of the Contract, the production of a specific raw material or the use of a specific technical procedure ceases, so that the Seller is absolutely unable to deliver the agreed Product, the Seller has the right to examine with the Buyer the possibilities of delivering a similar product, the price of which, in the absence of a consensual determination, is established by a third party designated by the parties or, in the event of their disagreement, to cancel the sale.

Art. 14. GOVERNING LAW OF THE CONTRACT - JURISDICTION AND COMPETENCE

14.1 These general conditions and the Contracts are governed by Italian law.

14.2 Any dispute between the Seller and the Customer in relation to these general conditions and / or the Contracts will be subject to the exclusive jurisdiction of the Court of Rome.

14.3 As a partial exception to the provisions of the preceding paragraph, the Seller will have the right to appeal, at its discretion, to the Court of the place where the Customer is based.

14.4 The United Nations Convention on International Sales Contracts signed in Vienna in 1980 does not apply to these Conditions.