General Sales Conditions

Orders and Information

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email: info@xutensili.it

General Provisions

The terms and conditions set out below, referred to as “General Conditions of Sale,” form an integral part of the contracts concluded between the Seller and the Buyer for the supply of the Seller’s products.

These General Conditions of Sale govern all transactions between the Seller and the Buyer without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction. Any conditions or terms set by the Buyer only apply if confirmed in writing by the Seller.

The Seller reserves the right to modify, supplement, or vary the General Conditions of Sale, attaching such variations to offers or to any correspondence sent in writing to the Buyer.

Contractual Parties

The term ‘Seller’ refers to the company supplying the products being sold, which will issue invoices for the same products.

The term ‘Buyer’ refers to the invoice holder purchasing the products in question.

Validity Terms and Period of Offer Irrevocability

Except as otherwise stated in the offer, the prices and special conditions contained therein are valid for a period of thirty days from the date indicated in the same.

Offers, Contract Completion, and Orders

The data, photographs, drawings, dimensions, weights, and all technical data contained in catalogs, advertising publications, electronic and digital media are indicative of the product characteristics but do not constitute promised or essential qualities of the supplied products and, therefore, may be changed at any time until the completion of the contract.

The Seller’s offers are not to be considered binding, especially with reference to quantities, prices, and delivery terms.

Orders placed by the Buyer must be defined in every part and complete with all necessary technical and administrative indications, including any tax facilities. Orders are not considered accepted until they have been confirmed in writing by the Seller. If the Seller does not provide written confirmation of a verbally negotiated order, the issuance of the invoice by the Seller or the execution of the order by the Seller will be considered as confirmation.

Orders and/or changes to orders made verbally or by telephone must be confirmed in writing by the Buyer. Otherwise, the Seller assumes no responsibility for any errors or possible misunderstandings.

The order itself must be considered irrevocable in accordance with and for the effects of Art. 1331 of the Italian Civil Code.

Acceptance

The Buyer, by sending the order, remains bound to the prices and conditions indicated in the Seller’s offer. Following the receipt of the order, the Seller may, if deemed appropriate, send an order confirmation as an acceptance.

The Seller reserves the right, at its sole discretion, to refuse or accept any changes to the order proposed by the Buyer after the order confirmation. In case of cancellation of the confirmed order by the Buyer, they are required to pay in full the amount relating to the products and supplies already ordered from the Seller if the Seller has already prepared the material.

Withdrawal from Contract

The Seller also has the right to withdraw from the contract without any charge if it becomes aware of the existence of protests of bills or the initiation of judicial monitoring, ordinary, insolvency or extrajudicial proceedings against the Buyer.

Prices and Payment Conditions

Unless otherwise agreed in writing between the parties, XUTENSILI applies to the concluded contracts the prices indicated in its catalogs and its current price lists at the time of receipt of the order.

The indicated prices do not include VAT required by law. Purchases made on the XUTENSILI platform owned by soc. ZEROUNO SRL Unipersonale will be invoiced by soc. ZEROUNO SRL Unipersonale and must be settled within the term agreed between the parties.

Payment Methods Available:

• Advance Bank Transfer:

Corporate Name: ZEROUNO SRL Unipersonale

Address: Via Fratelli Olgiati 26 - ZIP code 20145 - Milan ITALY

VAT No./Tax Code: 12841930964

Bank Code: IBAN: IT 51 Q 05387 54410 000003811814

BPER BANCA - (BIC) SWIFT: BPMOIT22XXX

SDI Code: SUBM70N

Customers with differently agreed payment conditions are subject to contract conditions.

The cost of packaging, if not of a special type, is borne by the Seller.

Taxes, duties, shipping, insurance, installation, end-user training, and after-sales service are not included in the prices unless quoted separately.

In addition to other remedies allowed by applicable law or by these General Conditions of Sale, the Seller reserves the right to apply current BANK late payment interests on delayed payments from the date the right to payment is due.

If the Buyer fails to make the payment within the terms and according to the methods indicated by the Seller, or if the Buyer’s activity is conducted not in accordance with the ordinary course of business, meaning, without limitation, the issuance of seizure acts or protests, or when payments have been delayed or bankruptcy procedures have been requested or promoted, the Seller has the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due and payable. In such cases, the Seller may also require advance payments or a security deposit.

The Buyer has no right to make any set-off, withholding, or reduction except in the case where their demand in this regard has been finally and judicially upheld.

Delivery Terms

Unless otherwise agreed in writing, the delivery terms indicated for the fulfillment of the order are always to be considered indicative and legally non-binding for the Seller. Unless otherwise agreed between the parties, the indicative delivery term is that, if specified, in the order confirmation.

Therefore, considering the merely indicative nature of the above terms, the Seller is not liable for damages directly or indirectly caused by delayed execution or by delayed or non-delivery of the product. Any delays by the Seller will therefore in no case give rise to compensation for damages or resolution of the relationship by the Buyer.

The Seller reserves the right to make reasonably partial deliveries.

Any liability for delayed delivery resulting from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, public administration orders, subsequent blocks on export or import opportunities, considering their duration and their scope, frees the Seller from the obligation to respect any agreed delivery term.

In any case, the delivery term begins only from the definitive clarification of all technical details and the forwarding of all data necessary for the execution of the contract.

If the parties have agreed in writing on the payment of a deposit by the customer, the delivery term runs from the receipt of the agreed sum.

Shipping

Orders will be processed according to the availability of stock without a guarantee of balance in relation to goods no longer produced by its suppliers.

The Seller normally does not communicate the value of the goods to the carrier. If the Buyer wishes to insure the shipment, they must expressly request it at the time of the order, taking on all corresponding charges.

The goods travel at the risk and peril of the Buyer.

Shipments are made on a ready freight basis with a charge on the invoice, through carriers appointed by the Seller.

If upon opening the intact packages there should be a shortage of material indicated in the packing list, the report must be made in writing to our customer service within 48 hours of receipt of the goods.

Duty to Inspect and Accept Products

Upon taking delivery of the Products, the Buyer must immediately verify the quantities and packaging of the products and record any objections in the delivery note.

They must also carry out a compliance check of the products compared to what is indicated in the order confirmation and record any discrepancies in the delivery note.

In the case of reporting defects, the Buyer must follow the procedures and terms that follow:

the communication must be made no later than 3 (three) working days from the delivery of the products by the Buyer. If the complaint is related to a defect that, despite the initial inspection, remained hidden, the complaint must be made as soon as possible by the end of the working day in which the defect was discovered and, in any case, no later than 2 (two) weeks from the delivery of the products;

the detailed communication must be forwarded in writing to the Seller within the terms indicated above. Any communication made by telephone is not accepted;

the communication must clearly specify the type and amount of the defects alleged;

the Buyer agrees to make available the contested products for inspection; such inspection will be carried out by the Seller or by an expert appointed by the Seller.

No complaint concerning the quantities, quality, type, and packaging of the products can be made except through the communication affixed to the delivery note, in accordance with the procedure indicated above.

Any product for which no complaint has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Buyer.

Right of Reserved Ownership

XUTENSILI reserves the right of ownership of the supplied goods until full payment of the supply and any other amount owed by the customer for any reason.

The risks and responsibilities related to the use of the supplied goods fall on the customer from the moment of delivery.

Warranty Terms

The Seller guarantees that the products are free from defects and conform to the declared technical specifications.

The warranty period for the products is to be determined according to the current regulations based on the types of merchandise.

The warranty applies only to products used in environments and for applications consistent with the specifications declared by the Manufacturer; any improper use is considered prohibited.

The warranty will not be valid if the inconvenience or anomaly results from incorrect or inadequate applications of the product, or if the product is not compliant at the time of commissioning. Any unauthorized modification or replacement of parts of the product releases the manufacturer from civil and criminal liability, thus nullifying the warranty. The warranty does not cover normal parts subject to wear and tear.

Returns

Any returns of goods must be authorized by the Seller’s customer service and will only be accepted if sent carriage paid to the Seller’s premises.

In the event of acceptance of the return, the Buyer will be charged administrative and reconditioning fees amounting to 20% of the refund value.

Unauthorized returns will be sent back to the Buyer.

The basis for evaluating any return request is the indication of the purchase invoice to be sent in copy. Returns of damaged, obsolete, or no longer included in the Seller’s sales assortment products will not be accepted.

Note: The goods must be returned in their original packaging in the same condition in which they were received. Returns without packaging or with damaged packaging will not be accepted.

No charges for compensation by the Buyer will be accepted.

Credits

Any credits for corrections of inaccuracies on the Seller’s invoices (articles, prices, quantities, discounts, etc.) will be issued solely at the discretion of the Seller.

Governing Laws

For aspects not expressly specified and governed by these “General Conditions of Sale,” the rules on sales governed by Articles 1470 and following of the Civil Code will apply.

Competent Jurisdiction

Any dispute arising from the interpretation, application, execution, termination of the contract and/or these “General Conditions of Sale” or related to them will be governed by Italian law and shall be exclusively referred to the jurisdiction of the Milan Forum where the Seller’s legal headquarters are located.

This provision will also apply in the case of related causes.