GENERAL COMMERCIAL CONDITIONS (GCC) of the company R&G S.r.l.

with registered office at via Manlio Ferraro Snc, 61122 Pesaro
(hereafter only "supplier")
for the sale of goods produced/distributed by the supplier (hereafter only "goods")

1. CONTRACT CONCLUSION

The buyer will first issue an order containing the data on the quantity and type of goods, the place of collection, the expected delivery date set by themselves, and any mode of transport. By sending the binding order, the buyer fully accepts these GCC and excludes the use of other GCC. First, the supplier confirms the order, including the price of the delivered goods and the delivery date. Until the order is confirmed in writing by the supplier, such order will not be binding for the supplier and the individual purchase contract will not originate. The supplier is obliged to fulfill only the order that has been confirmed in writing. Once the binding order has been confirmed by the supplier, the buyer will not be authorized to cancel their order and will be required to collect the goods ordered from the supplier and, at the same time, to pay the agreed purchase price within the established deadline. If the buyer placed the order via the Internet (Gili.it e-shop), the supplier will not need to confirm the order in writing; in such cases, for the contract to originate, it is sufficient for the buyer to demonstrate that they placed the order on the corresponding website by confirming such order by clicking the "Send order" button.

The descriptions of the goods in the buyer's order are only indicative, unless the contract states otherwise. The buyer is responsible for the accuracy of the documentation for the preparation of the order's goods and, if the goods should have defects due to inaccuracies in the documentation, the buyer will not be entitled to any rights arising from the warranty provided or from the supplier/seller's liability for defects.

2. PLACE OF DELIVERY

The place of delivery of the goods (hereafter also destination place) is specified in the buyer's order confirmed by the supplier. The supplier will arrange, at the buyer's expense, for the transport of the goods to the destination place through its own carriers.

3. DELIVERY TIMES

The supplier is obliged to entrust the goods to the carrier within the delivery times if the goods are sent to the buyer through third parties (carrier), or to deliver the goods to the buyer within the established deadline and at the agreed delivery place according to the contract. The supplier is authorized to deliver the goods at any time during the agreed delivery times. Delivery times are proportionally extended in case of exceptional events that the supplier could not avoid despite due diligence adopted for the circumstances of the case. This also happens if such events occurred at the subcontractor and significantly affected the realization or delivery of the goods. This includes, in particular, production work interruption, delays in the supply of raw materials and auxiliary means, defective materials, or administrative measures. If the delivery of the goods should be impossible due to the aforementioned reasons, the supplier's obligation will cease. The supplier is required to inform the buyer of this fact in writing. In such a case, the buyer will not be entitled to any compensation for damages and, consequently, waives it.

If the buyer should not take delivery of the goods within the agreed times and at the place established in the contract, they will be considered delayed in fulfilling their obligation to take delivery of the goods and will be required to pay the supplier the transport costs to the supplier and vice versa. If it concerns atypical goods on order, the supplier is also authorized to request compensation for damages equal to 50% of the order price. The supplier is authorized to request the buyer to comply with the contract or to set a reasonable additional deadline for taking delivery of the goods and, after waiting in vain for its expiration, to withdraw from the contract.

4. PARTIAL DELIVERIES

Partial deliveries are allowed unless expressly agreed otherwise. In the case of Edgebanding deliveries, divergences of ± 10% are allowed. The tolerance for the dimensions of plastic Edgebanding is detailed in Annex No. 1 of these conditions. Delivery times are adequately extended in cases where delivery is delayed due to reasons not attributable to the supplier or unforeseen events (force majeure, including embargo, seizure of goods, limitation of energy supply, etc.).

5. ORDER MODIFICATIONS

Any additional requests from the buyer regarding the order in question will extend the agreed delivery times by the corresponding period. If the buyer is delayed in taking delivery of the goods or in the event of another breach of the obligation to cooperate, the supplier is entitled to claim damages, including any additional costs. This does not affect any other rights. The buyer agrees that, for technical reasons, the colors in the supplier's catalog or on its website may differ from the actual color shades.

6. PRICE/INVOICING

The prices of the products in force are those indicated in the current supplier's price list. Product prices do not include VAT, packaging, shipping, and insurance costs. The supplier reserves the right to change the prices from the price list at any time during the year, provided that the buyer is promptly informed of this fact. In case of an increase in producer prices or a decrease in the exchange rate of the Czech crown against the euro, the supplier is authorized to adequately increase the product prices. The day of execution of any payment by the buyer is considered the crediting of the relevant payment to the supplier's account.

After each delivery of goods (complete and partial), the supplier issues an invoice that will be sent to the buyer electronically, by post, or delivered personally along with the delivery of the goods. The supplier may request the payment of a proforma invoice up to 100% of the price of the goods. The due date of the supplier's invoice is 30 days from the date of issue. The due date of the proforma invoice is always determined individually. In case of delay in the payment of the invoice, the supplier is authorized to charge the buyer default interest on the amount due at the rate provided by law. If the buyer is late in paying the agreed purchase price, the supplier is authorized to request the buyer to pay default interest for each day of delay, which will be equal to 0.05% of the price of the goods for which the buyer is late in payment. In addition to being entitled to default interest, the supplier is also entitled to full compensation for the damage caused by the customer's delay if the default interest is not included in the damage. Delay in payment of the purchase price by the buyer constitutes a material breach of the contract.

In case of delay in payment of an invoice exceeding 30 days, the supplier is authorized to withdraw from the purchase contract and request the return of the delivered goods. This does not affect its right to claim damages. The buyer is not authorized to include rights that have been claimed but not recognized by the supplier. The supplier may request the presentation of a bank guarantee.

If the buyer is late in payments arising from multiple contracts stipulated with the supplier, the latter has the right to request in writing the immediate forfeiture of the benefit of the term of all obligations still to be settled that have been agreed upon by the parties. If the buyer does not settle the debt with forfeiture of the benefit of the term even within the additional period of 10 days from the forfeiture of the benefit of the term granted by the supplier, the latter is authorized to withdraw from all partial contracts without further notice. This does not affect the supplier's right to default interest or to claim damages, particularly for costs related to credit collection.

The buyer undertakes to inform the supplier without undue delay of its insolvency or the apparent risk of its occurrence or any other fact that may particularly affect the timely and regular fulfillment of the purchase contract and the payment of value-added tax (hereinafter only "VAT"). In case of suspected notification of the buyer's insolvency or its apparent risk, or suspicion of non-payment of VAT or its reduction, or acquisition of tax advantages,

The supplier will be authorized to deduct the amount of VAT from the taxable transaction at the competent tax office. In such a case, the supplier must inform the buyer of this fact without undue delay. With the payment of VAT to the tax office account, the supplier's credit towards the buyer consisting of the paid amount of VAT will be considered settled regardless of other provisions of the purchase contract. At the same time, the supplier must immediately inform the buyer in writing if the payment made in this manner has been recorded by their tax administration.

7. RETENTION OF TITLE

The risk of damage to the goods will be transferred to the buyer upon taking delivery of the goods at the place of destination. Acceptance of the goods by the customer will be confirmed based on a delivery note, a copy of which will be provided by the carrier to the buyer along with the goods. The goods will remain the property of the supplier until full payment for the supply of the goods, including all associated costs (VAT, transport, packaging, etc.). The buyer undertakes to handle the goods with due care; in particular, they commit to taking out adequate insurance at their own expense. The buyer is required to carry out necessary maintenance and checks in a timely manner at their own expense.

In the event that the buyer acts in conflict with the contract, especially if they are late with payment, the supplier will be authorized to confiscate the goods after a reasonable period of time. The confiscation of the goods does not constitute a termination of the contract. The supplier is authorized to resell the confiscated goods and, after deducting the costs related to the resale, to offset the proceeds of the resale against the claims towards the buyer.

In the event that goods that have not yet been paid for are confiscated or if any third-party rights are claimed over them, the buyer must inform the supplier of this fact in writing. Otherwise, the buyer will be held responsible for the damage incurred. If the goods under retention of title are processed, combined, or mixed with other items not belonging to the supplier, the supplier will become the co-owner of the resulting item in proportion to the total purchase price of the goods relative to the total purchase price of the processed or transformed item.

8. QUALITY GUARANTEE

The supplier offers the buyer a quality guarantee on the goods for a duration of 2 years from the moment the risk of damage to the goods passes to the buyer. In the case of dispersion adhesives and structural chemicals, the guarantee will be 6 months, and the specific expiration will always be indicated in the technical documentation of a given product. The guarantee begins on the day of delivery of the goods according to these general commercial conditions. The limitation period for all of the buyer's rights against the supplier is 12 months. The guarantee does not cover defects arising from improper or unprofessional use, incorrect assembly by the buyer or third parties, natural wear, incorrect or negligent handling, as well as modifications or maintenance work that have been carried out by the buyer or third parties in an unprofessional manner and without the prior written consent of the supplier.

9. CLAIMS FOR DEFECTIVE GOODS

The supplier's liability for defects covered by the quality guarantee does not originate if such defects arise after the risk of damage to the goods has passed due to external events and were not caused by the supplier or by persons through whom the supplier has fulfilled their obligation. Furthermore, for evident damages ascertainable during the acceptance of the goods, the buyer is required to submit a written complaint to the supplier of the goods within 3 working days from the date of delivery of the goods (the day of delivery of the written complaint is decisive); otherwise, the buyer will lose the right to make a claim for the goods and will not be entitled to any rights for defective performance. The goods will be considered free of defects if the supplier does not receive a written complaint about evident defects within the aforementioned period.

For defects not apparent and not detected during the acceptance of the goods, which are covered by the quality guarantee on the goods, the buyer is required to submit a written complaint to the supplier no later than the last day of the warranty period. The delivered goods must always be thoroughly inspected immediately after delivery to the buyer or a third party designated by him. The buyer's inspection of the goods also includes the partial removal of the protective film, specifically to detect possible differences in color shades or specific damages.

If the delivered goods have defects or lack the properties established in the contract, the supplier will fulfill the rights arising from the quality guarantee at their discretion, namely by providing replacement or missing goods, eliminating the defects from the goods, offering a discount on the price of the goods, or eliminating the legal defects of the goods. In the defect notification, the buyer shall be obliged to grant the supplier an adequate period of time to eliminate the defect, which must not be less than 30 days. If this is not done, the supplier shall be required to eliminate the defect within a period proportionate to the nature of the goods, the defect that has occurred, and their possibilities. However, this period must not be less than 30 days. The contracting parties exclude the application of the provision of § 2108 of the civil code.

In the case of a justified complaint submitted by the buyer, the supplier will be authorized to withdraw from the contract instead of satisfying the requests presented in the complaint. The buyer is not authorized to claim the right of liability for defects in the goods simultaneously with the right to compensation for damages.

10. LIMITATION OF LIABILITY

The amount of compensation for damages by the supplier shall in no case exceed the amount of the purchase price paid by the buyer for the proven defects of the goods that caused a specific damage; this limitation does not apply to damages intentionally caused by the supplier. In the event of events that could not have been foreseen at the time of the conclusion of the purchase contract and that constitute an obstacle to the fulfillment of the contractual obligations by the supplier, the latter shall be authorized to extend the fulfillment period for the duration that such obstacle lasted. In cases where circumstances exclude liability or in the case of a substantial unforeseen change in circumstances by the supplier, the latter shall be authorized to withdraw from the contract without the buyer having the right to compensation for damages, and consequently, the buyer waives this potential right.

11. CONFIDENTIALITY

The contracting parties are required to maintain confidentiality on all information related to the subject of the contract as such that they have obtained directly or indirectly in relation to the conclusion of the contract and that they have communicated to each other in relation to the contract. The contracting parties undertake not to misuse this information, not to disclose or make it accessible to third parties, and to oblige their employees and the persons to whom they entrust individual tasks in relation to the conclusion and execution of the contract to keep such data confidential to at least the same extent as the contracting party concerned is required to maintain confidentiality. For each violation of this obligation by one of the contracting parties, the counterparty shall be paid a contractual penalty of €20,000. This provision shall remain valid even after the termination or expiration of the contract.

12. CORRESPONDENCE

All correspondence of the contracting parties (documents, communications, and any other material) will be delivered to the last known address of the counterparty or possibly to a data box. In case of doubt, the last address officially communicated to the counterparty where correspondence is normally received or possibly the address specified in the contract will be considered. Emails are considered delivered to the agreed email address if the sender does not receive information about the non-delivery of the emails to the counterparty. For the purposes of the contract, the day of delivery is considered: a) at most the third working day following the shipment to the respective address (email) of the contracting party through one of the methods indicated in this paragraph, and this even if the recipient has not taken delivery of the documents; if the correspondence is delivered in person, such effects originate at the moment the documents are received or refused.

The buyer is obliged to promptly inform the supplier in writing of any changes to the address or email address intended for the receipt of electronic communications.

13. OFFSETTING OF CLAIMS

The supplier is authorized to unilaterally offset, against the buyer's claims arising from the purchase contract or related to it, any claims towards the buyer, whether its own or acquired through assignment, payable and non-payable, expired or not expired, and/or to assign them to third parties. The buyer is not authorized to unilaterally offset/assign its own claims against the supplier’s claims arising from the purchase contract or related to it.

14. FINAL PROVISIONS

These GTC are governed by Czech law, except for the UN Convention on Contracts for the International Sale of Goods, and apply to all deliveries from the supplier to the buyer (unless the purchase contract provides otherwise in writing) from the moment the goods are received by the buyer. Any changes or additions to the contract or provisions different from these general commercial conditions must be expressed in writing and confirmed by the supplier. Any commercial conditions of the buyer are not applicable, and their application to the commercial relationship of both parties is consequently excluded. The buyer acknowledges that, for the proper fulfillment of the order, it is necessary to process their personal data - more detailed information on the processing of the buyer's personal data must be provided by the supplier along with these GTC. Should any provision of these GTC lose its validity or effectiveness for any reason, this does not affect the validity and effectiveness of the other conditions stated above. Instead of the invalid or ineffective provisions, the relationship will be governed by the provision with content most similar to the invalid or ineffective provision.

These GTC come into force and effect from 1/11/2019. The supplier is authorized to unilaterally modify or cancel these GTC; in such a case, the modified GTC will govern the legal relationships entered into after the date of entry into force of the modified GTC.