Silfra - 2020

CRISTINA S.r.l. general condition of sale

guarantees for all possible defects that may be found in products sold by

CRISTINA S.r.l. Therefore, even if the Dealer is liable against the end-user as a

result of defects in the product marketed by CRISTINA S.r.l., the Dealer cannot act

in recourse towards CRISTINA S.r.l. nor will it be able to make claims against

CRISTINA S.r.l. for damages and/or expenses incurred.

The prices are indicated in CRISTINA S.r.l. price lists in force at the time goods are

shipped, or in any case those normally charged by CRISTINA S.r.l.

CRISTINA S.r.l. shall be entitled to change the prices indicated in the price lists

with 15-day notice, and this shall therefore not affect orders already accepted on

the sending date of the notification of price changes, should there be an increase

or decrease, which shall therefore be governed by the prices not yet changed.

Payments shall be made by the Dealer in euro. The terms and conditions of

payment shall be those agreed between CRISTINA S.r.l. and the Dealer and shall

be deemed mandatory and essential in the interest of CRISTINA S.r.l.

In the absence of agreements regarding the terms and conditions of payment,

those indicated in the CRISTINA S.r.l. invoice shall apply.

In any case, CRISTINA S.r.l. has the right to request the execution of the contract

with no obligation to provide notice as per art. 1457 of the Italian Civil Code.

CRISTINA S.r.l. reserves the right to change and communicate in writing different

applicable payment terms and/or payment methods: in this case, the new payment

terms and/or methods shall be deemed accepted by the Dealer if he/she fails to

notify CRISTINA S.r.l. in writing of his/her non-acceptance of the payment terms

and/or methods no later than 15 (fifteen) days from receipt of the notice of change

by CRISTINA S.r.l.

Non-payment and/or late payment with respect to the terms specified in the

Dealer’s order accepted by CRISTINA S.r.l. or, failing which, in the CRISTINA S.r.l.

invoice shall result in the application of default interest calculated in accordance

with Article 5 of Legislative Decree 231/2002 as subsequently amended and

supplemented.

Furthermore, in case of non-payment and/or late payment with respect to the

deadlines, CRISTINA S.r.l. may suspend, at its sole discretion, until full payment

of the amount due, all or some of the orders sent by the Dealer along with any

services provided to the Dealer and change the terms and/or methods of payment

with immediate effect by simple written communication.

After 15 days have passed from non-payment and/or late payment, CRISTINA S.r.l.

may cancel, in full or in part, at its sole discretion, any orders which have not been

processed, even if already accepted.

The payment of goods shall be made at CRISTINA S.r.l.’s place of business located

on Via Fava no. 56 in Gozzano (NO); any payments made in places other than the

above mentioned place of business indicated by CRISTINA S.r.l., even if accepted

by the latter, shall merely be tolerated and shall not change the principle of

payment to the place of business indicated.

Payment made by bank drafts and/or cheques, even if accepted by CRISTINA

S.r.l., is at the sole risk of the Dealer in the sense that the latter is not discharged

from its obligation to pay unless it can prove actual collection by CRISTINA S.r.l.

Notwithstanding the foregoing, it is also understood that in case of theft and/

or loss of cheques sent by the Dealer, even after they have been received by

CRISTINA S.r.l. and/or its representatives and/or agents, CRISTINA S.r.l. is hereby

expressly exempted from any responsibility in this regard, both from having to

request duplicates of the cheques and/or stop payment on them.

The illustrations and information contained in brochures, catalogues, price lists,

CRISTINA S.r.l. website, CRISTINA S.r.l. product description sheets and any other

information and/or advertising materials, communicated through any means,

even if they represent the individual products, are for illustration purposes only

and are not binding on CRISTINA S.r.l.

As a result thereof, any weights or dimensions included therein are intended as a

rough guide only, thus CRISTINA S.r.l. assumes no responsibility in this regard.

However, CRISTINA S.r.l. reserves the right make changes to the products

marketed at any time it deems necessary in order to optimise production,

regardless of how it is represented and described in brochures, catalogue price

lists, product description sheets, the CRISTINA S.r.l. website and any other

materials used to promote and sell products.

Declarations, promises, conditions and guarantees made by employees,

representatives, agents and promoters, which differ from the conditions of sale

reproduced herein, and in any case, anything not included in the acts signed by

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CRISTINA S.r.l. legal representatives are not considered binding for CRISTINA

S.r.l.

It is hereby established, by common agreement, that the Court of Milan of the

Italian Judicial Authority shall have sole jurisdiction to settle any disputes related

to the interpretation, performance and termination of these General Conditions

of Sale or related to the buyer-seller relationships between the parties or, in any

case, related to any issue linked and/or connected thereto.

The Dealer may not present claims, actions, or raise objections against CRISTINA

S.r.l., if not after paying all amounts due to CRISTINA S.r.l. for capital, interests and

expenses related to the supply of goods.

In addition, it is agreed that the Dealer may not set off any of its claims with

amounts due to CRISTINA S.r.l. for the purchase of goods.

Prices that may be indicated in the catalogues and price lists are only

recommended to the public, expressed in euro, and do not include VAT.

This agreement shall be governed by the Laws of Italy, with express exclusion of

other national laws and/or International conventions on the international sale of

goods.

The terms and conditions of payment, including financial and/or trade discounts,

as well as any other contributions and/or awards that may be provided, shall

always be conditional on the requirement that the Dealer pays for supplies in

compliance with the terms indicated.

The Dealer shall be responsible for paying all taxes, duties, tax and/or

administrative burdens, as well as any other costs and expenses of any kind

imposed by state, government and/or administrative bodies related to the

purchase, import, export and sale of products purchased from CRISTINA S.r.l.

These General Conditions of Sale do not constitute any obligation of the Dealer

to purchase, or any obligation of CRISTINA S.r.l. to sell.

Therefore, there are no supply obligations between the parties, nor any form of

exclusive rights shall be granted, as the contractual relations between the parties

are limited to merely buying and selling.

Any tolerance of breach and/or conduct in conflict with these General Conditions

of Sale shall not be considered a waiver of the same nor shall it affect the validity

of the clauses disregarded.

In case of invalidity of one or more of these provisions or parts thereof, due to

conflict with mandatory provisions of law, those provisions shall be automatically

replaced, only to the extent of the conflict as contemplated by law.

Except in cases of wilful misconduct or gross negligence by CRISTINA S.r.l. , the

liability of and resulting amount of compensation due from CRISTINA S.r.l. to the

Dealer shall be limited to the purchase price by the Dealer of the CRISTINA S.r.l.

product or products which are subject matter of the dispute and/or breach.

Any contractual conditions that differ from CRISTINA S.r.l.’s General Conditions of

Sale, including those referred to, added, changed and/or included in the orders

or any communication by the Dealer, shall not be valid unless they are expressly

and specifically accepted in writing by a legal representative of CRISTINA S.r.l.

The Dealer acknowledges that the company name and trademarks used by

CRISTINA S.r.l. are the exclusive property of CRISTINA S.r.l.The Dealer may

not claim rights or ownership to the company name or trademarks referred to

above, whether directly or indirectly, or through intermediaries, companies and/

or entities.

Use of the CRISTINA S.r.l., SILFRA or CRISTINA S.r.l. trademarks by the Dealer,

where permitted, shall take place in accordance with the guidelines established

by CRISTINA S.r.l.

In case CRISTINA S.r.l., SILFRA or CRISTINA S.r.l. trademarks are applied to the

Dealer’s sign, in addition to requiring prior written permission from CRISTINA

S.r.l., the Dealer shall be solely responsible for paying any duties and/or taxes

required by law, including those related to advertising. It is without prejudice to

the case where the trademarks appear on any promotional material provided by

CRISTINA S.r.l. to the Dealer: in such cases the Dealer shall not require permission

by CRISTINA S.r.l.

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In any case, the Dealer shall refrain from promising or representing to any

person, whether verbally or in writing, any services other than those provided in

the catalogues, leaflets, product description sheets, instruction manuals and, in

general, advertising material or information provided by CRISTINA S.r.l.

The Dealer shall be required to ensure that all forms of advertising created by the

Dealer in which CRISTINA S.r.l., SILFRA and/or CRISTINA S.r.l. products appear

comply with the regulations of law on advertising.

All personal data received under the contractual relationships governed by

these General Conditions of Sale shall be processed electronically and on paper.

Data communication can be performed by CRISTINA S.r.l., to the best of their

respective and specific expertise, to tax consultants, audit firms, professionals,

public institutions, banks, sales agents, promoters, merchandisers, technical

service centers, for which CRISTINA S.r.l. is obliged, or required or has the

opportunity to communicate, also in order to properly fulfil each respective

contractual obligation.

The Dealer may not assign, even partially, without the prior written consent of

CRISTINA S.r.l., the rights and obligations under these General Conditions of Sale,

nor any amounts receivables from CRISTINA S.r.l.

The Dealer agrees to keep confidential all information of any nature and in any

case acquired during the performance of the services governed by these General

Conditions of Sale. In particular, the Dealer agrees not to disclose to third parties

any information obtained during the performance of the services governed by

these General Conditions of Sale, and to take all necessary steps to ensure that

its employees and/or collaborators comply with these provisions, also in full

compliance with the provisions of Legislative Decree no. 196/2003.

To this end, it is hereby established that: all information in any manner obtained

and/or collected by the Dealer shall not be used, disclosed or communicated to

third parties, for purposes other than those set out in these General Conditions

of Sale, except, however, in the case where (i) the dealer is required to comply

with regulatory or legal obligations or is requested by Italian or foreign authorities

for which the dealer cannot refuse, or (ii) the information is already in the public

domain or has entered the public domain for reasons other than breach of the

confidentiality obligations agreed under these General Conditions of Sale.

The Dealer agrees to promptly communicate and ensure compliance with the

confidentiality obligations by its employees and all persons that, for any reason

whatsoever, collaborate or have collaborated in the performance of the services

covered under these General Conditions of Sale.

The provisions and prohibitions referred to in this clause shall remain in effect even

after any termination, withdrawal or discontinuance for any reason whatsoever of

the contractual relationships between CRISTINA S.r.l. and the Dealer.

Although these “General Conditions of Sale” have also been drawn up in English,

French, German, Spanish and Russian, in case of discrepancies between the Italian

version and any other language versions, the Italian version shall prevail, to be

considered, therefore, as the only authentic text.

The use of the logos and images of CRISTINA S.r.l. is regulated by the attached

document “Promotion and use of Cristina Srl logo and pictures is submitted to

the attached regulations “Cristina and Silfra logo used for On-line and Off-line

communication.”

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