General Condition of Sale

GENERAL CONDITIONS OF SALE

1. Despite any agreement to the contrary, these general conditions of sale (hereinafter the “Conditions”), shall prevail over any general conditions of the Purchaser shall apply fully to all sales contracts made in Italy and / or abroad by the company oF PRATO SRL Manufacture (hereinafter “the Seller”) relating to the products manufactured and / or marketed by the Seller (hereinafter the “products”). Every offer, every confirmation of order and any delivery by the Seller are governed by the following conditions.

2. The sales contract is concluded when the Purchaser becomes aware of the order confirmation by the Seller or, failing that, at the time of delivery of the Products to Buyer. Any cancellation or modification of the order by the Purchaser will not take effect unless previously authorized or subsequently accepted by Seller in writing.

3. The quality and quantity of the products that the Seller undertakes to supply shall be those indicated in the data sheets of the individual products and in the order confirmation, or, failing that, on the invoice at the time of delivery by the Seller. E ‘in any case permitted a quantitative tolerance, excess or deficiency on the provision of the individual order / item / variant in the following sizes: up to 500 mt. +/- 8% from 501 to 1000 mt. +/- 5% From 1001 to 5000 mt. +/- 2% (with minimum 50 mt.) over 5000 mt. +/- 1% (with minimum 100 mt.)

4. Unless otherwise agreed in writing, delivery of products takes place according to the formula “Ex Works – ex Seller Factory” (current edition of Incoterms ICC). the transportation risk would always be borne by the Buyer since reliance of the products to the first carrier even in the case of delivery agreed free destination.

5. the ownership of the products shall pass to the Buyer only after the Balance integral of the Purchase price.

6. the delivery date is the date agreed and indicated on the confirmation of Former Mill order. at any delivery, expressly agreed as essential, it will apply in any case a tolerance of at least fifteen working days , except in cases of force majeure to be understood as any event beyond the reasonable control of Seller (therein including, as merely indicative, failure or delay in delivery of the materials used by suppliers, strikes and other industrial action, suspension of ‘energy, transport difficulties). Any delays in delivery shall not entitle the Purchaser to cancel the order or to damages of any kind. The Buyer, via thewithdrawal of late delivery, in any case waives any claim in relation to thdelay.

7. Under no circumstances may the Buyer suspend or delay payment of the price of the Products, nor validly raise any claim or exception before having paid the price of the supply. Seller may in any case withdraw from the Contract for products not yet delivered and / or delay the execution of the order in Corso, with deferral of delivery of Products all’avvenuto Regulation of each debt pendant position.

8. The Seller only ensures compliance of the products with respect to the provisions of the Supply Agreement, and specifically to the technical sheet attached to the order confirmation. Are subject to, and will not be subject to the usual complaints regarding quality of manufacturing tolerances, title, color, composition, finishing of each product compared to the data contained in the order confirmation and / or on the data sheet. The Seller shall also ensure compliance of the products with respect to the EEC Regulation n.1907 / 2006 called REACH. Any claim relating to defects of the products must be submitted to the Seller, by registered letter with return receipt, strictly within eight days of delivery in the case of obvious defects and within eight days after discovery in the case of hidden defects, however, within sixty days from delivery, under penalty of forfeiture. Returns not be accepted unless previously authorized in writing by the Seller; the latter will review made to verify that the defect exists and is attributable to its responsibility and only then replace recognized as defective products. Complaints and returns, even if accepted by the Seller, the Buyer does not legitimize discounts, deductions or compensation whatsoever unless previously authorized in writing by the Seller. It is expressly understood that the Seller is only liable for the Products as delivered, thus excluding those already processed and / or processed by the Buyer, except for the first 5 meters. Product processed or reworked tentatively. Seller’s liability shall refer, in any case limited to the invoice value of the delivered products recognized as defective, expressly excludes reimbursement for any further direct, consequential or indirect damages. Any other guarantee, also by law, shall be deemed excluded and superseded by these Terms.

9. All matters not specifically covered in our General Conditions of Sale, especially with regard to the technical aspects, apply the provisions in the section “Technical” (paragraphs 1 to 12) of the “standard contract for the sale of woven fabrics for clothing” written by Italian Fashion System (available on the website www.sistemamodaitalia.it). 10.These Terms and all sales contracts which a part the Seller are exclusively governed by Italian law. Jurisdiction exclusively for all disputes relating to sales by Seller Products is to Prato.