1 – Application

1.1. These general conditions (hereinafter the “CONDITIONS”) shall govern all contracts to be entered into between METEM SRL
(hereinafter the “SELLER”) and the buyer, to whom this quotation is addressed (hereinafter the “BUYER”) for the sale of the
SELLER’s products (hereinafter “PRODUCTS”). In the event that the recipient of the offer complies with the definition referred to
the Article 3. of the Consumer Code, it will be indicated below as “CONSUMER”.
Any amendments or changes to these CONDITIONS shall not be valid unless expressly accepted by the SELLER in writing and
shall only apply for the individual sales they refer to. Therefore, any provision included in the BUYER’s purchase order or any
other document, which is in conflict with or in addition to these CONDITIONS, shall be deemed as invalid and unenforceable
unless the SELLER expressly agrees to it in writing. If one or more parts of these CONDITIONS or of the contracts that include
them are invalid, the general CONDITIONS will still be valid; the invalid parts will be replaced with agreements that meet as
close as possible the original intent of the parties.
1.2. It is understood that neither these general CONDITIONS nor any sale contracts shall grant the BUYER any rights or license
to the SELLER’s trademarks or other intellectual or industrial property rights. The BUYER agrees not to cancel, remove or
damage any trademarks or signs or logos affixed by the SELLER on the PRODUCTS.

2 – Sale contract – Delivery of the Products

2.1. A sale contract shall be deemed as concluded when the SELLER emits written confirmation of the BUYER’s purchase order.
This is valid even if the sale contract is proposed to the BUYER by third parties.
2.2. The orders not confirmed in writing cannot be considered as accepted, unless the implicit confirmation by the
MANUFACTURER in case of shipping or delivery of the PRODUCTS. The partial delivery of ordered PRODUCTS does not imply the
acceptance of the entire order, but only that part of PRODUCTS actually delivered.
2.3. The SELLER retains title on the PRODUCTS delivered until the SELLER receives payment of the full price thereof. However,
all risks on the PRODUCTS shall pass to the BUYER at the time of their FCA delivery
2.4. Unless otherwise agreed upon in writing, and mentioned in the SELLER’s order confirmation, deliveries of Products to the
BUYER shall be made “FCA” (Free Carrier) at the Seller’s warehouse in Via G. Gonella, 8 – 31038 Postioma di Paese (TV) – ITALY.
The term “FCA” (Free Carrier) as used in these General CONDITIONS, as well as any other delivery term that may be agreed
upon between SELLER and BUYER, shall be interpreted and construed in accordance with the INCOTERMS ®
of the International
Chamber of Commerce (ICC) as in force on the date the sale agreement is entered into.
In the event that the BUYER is a CONSUMER, as defined by Article 3 of the Consumer Code, the delivery of the goods will take
place at the address communicated by the CONSUMER at the order confirmation.
2.5. If the SELLER expects not to be able to deliver the PRODUCTS on the agreed delivery date, he shall promptly inform the
BUYER in writing, specifying, insofar as possible, the expected delivery date. In the event of goods in prompt delivery, the time
for preparing an order is 3/4 working days from the order confirmation and payment received. The goods are handed to the
courier who will deliver to the address agreed upon order confirmation. The tracking number will be sent by email on request.
Just in case some PRODUCTS are not in stock, you will be contacted by our customer service to find alternatives or agree on
deferred delivers. Delivery times are estimated and not binding, so in any case of force majeure or unforeseeable circumstances
Metem SRL will not be responsible for the delay in delivery.
2.6. The goods are delivered to the address provided at the order confirmation. If no one is present at the time of delivery, the
related storage costs or the payment of a penalty may be applied. In case nobody can receive the goods, please leave a note
before concluding the order so that the courier can leave the goods to a neighbor or family member, avoiding the goods ending
up in storage.
2.7. EXTRA requests (for a fee)
– Delivery to the floor – the courier delivers the package to the floor. The courier does not deliver to the floor unless agreed with
our customer service in advance. The price of this service depends on the weight of the goods.
– Delivery by appointment – the courier will contact you by telephone to set the day of delivery. Please notice that the agreed
time is approximate.
2.8. The goods travel insured. Metem SRL is not responsible for deterioration, damages, delays and damages of any kind that
may occur during transport. The buyer is responsible for carrying out the appropriate checks of the goods and forwarding
complaints against the carrier directly upon receipt, by means of a conditional acceptance on the delivery note (Accept the
goods with reserve). Therefore it is recommended to check the packages before signing, in case of doubt accept “WITH
RESERVE”, otherwise, in case of problems, the refund will not be possible.
2.9. The shipping costs are based on weight and/or volume of the products transported.

3 – Product features – Warranty – Complaints

3.1. Any PRODUCT-related information or data which may be included in catalogues, price-lists, brochures, websites or other
similar documents, are not binding on the SELLER unless they are expressly referred to by the sale contract. The SELLER may
bring any changes to the PRODUCTS as deemed necessary or appropriate, without altering their essential features.
3.2. The representations of the PRODUCTS on brochures and other advertising materials made by the SELLER has to be
considered as illustrative and does not necessarily represent the final aesthetic result of the represented PRODUCTS.
3.3. The SELLER guarantees the good quality and the absence of defects in the supplied PRODUCTS. The guarantee is not
applicable to products classified as 2nd choice, used, end of series or special lots.
3.4. The SELLER is not responsible for defects and/or anomalies caused by the improper use by the BUYER and/or its assignees
and not due to the quality of the PRODUCTS themselves. The SELLER does not accept complaints or claims related to the
situations described above.
3.5. Any complaints from BUYER have to be notified to the SELLER by writing an email to info@metemsrl.com within 15 days
from the delivery of the goods. For hidden defects the term of notification is 15 days after the discovery of the defect.
The SELLER does not account for defects that are reported after 12 months from the delivery to the first BUYER of the
PRODUCTS.
In the event that the BUYER is a CONSUMER, as defined by Article 3 of the Consumer Code, he/she shall be entitled to the
warranty provided by the law (“Legal Warranty”). The SELLER guarantees that the PRODUCTS are free from defects and comply
with the technical specifications declared by the SELLER. The warranty will not be valid if the anomaly depends on incorrect or
unsuitable applications for the product, the guarantee cannot be applied in the event that PRODUCTS defects are due to wear or
inefficient maintenance. Unless otherwise indicated, the warranty will last for 2 years from the delivery date.
3.6. Any complaints relating to packaging, quantity, number or other exterior features of PRODUCTS (apparent defects) shall be
notified to the SELLER in writing not later than 15 days of receipt of the PRODUCTS, otherwise the BUYER’s right shall be
forfeited. Furthermore, in case of shortages or damages in packaging or other exterior defects, the BUYER shall specify his
reservations to the carrier in writing.
3.7. For PRODUCTS that require installation, the warranty is applicable only for defects found in products not yet installed. For
any hidden defect detectable only after the installation, the SELLER has to verify the correct installation, workmanlike (as
reported in the technical sheets and installation instructions of the PRODUCTS), in order to apply the warranty.
3.8. The SELLER agrees to remedy any PRODUCTS lack of conformity with the agreed specifications, for which the SELLER is
responsible, occurring within 12 (twelve) months from the date of delivery of the PRODUCTS to the BUYER, provided that such
lack of conformity is promptly notified in writing to the SELLER within 15 (fifteen) days of discovery of the defect and not later
than the expiry date of such warranty. The SELLER shall, at his choice, replace or repair any PRODUCTS or parts proven
defective.
3.9. The SELLER’s obligations as described in the foregoing Article 3.8 shall replace and exclude any other warranties and
responsibilities provided for by the applicable laws and shall constitute the sole remedies available to the BUYER.
It is expressly excluded, except in cases of willful misconduct or gross negligence of the SELLER, any other liability of the
SELLER, be it contractual, non-contractual or of other legal ground, anyway originated from the PRODUCTS supplied, for direct
and / or indirect damages of any type. The SELLER does not warrant that the PRODUCTS comply with any laws, rules or
regulations other than those applicable in Italy and in the European Union, unless it is expressly agreed upon otherwise in
writing.
3.10. Any product return has to be authorized by the SELLER in writing and in any case the PRODUCTS have to be delivered at
BUYER’s expenses to the address indicated by the SELLER. In any case is excluded the refund of charges and/or costs related to
the installation, removal and transport of the PRODUCTS. The SELLER’s warranty cannot exceed the net value of the contested
PRODUCTS.
3.11. The warranty is invalid if:

1. the installation of the product has not been correctly performed, according to the installation instructions.
2. the product has been subjected to overloading or to different uses from those reported in the technical sheet.
3. the product has been in contact with corrosive liquids not mentioned or allowed by the technical sheet.
4. the product has been subjected to incorrect use.

4 – Returns and Refunds

4.1. Metem SRL recognizes the buyer’s right to return the goods and get a refund. In the event that the BUYER is a CONSUMER,
as defined by Article 3 of the Consumer Code, it is applied provisions provided by Articles 52 et seq. of the Consumer Code, and
therefore the right to withdraw from Purchase Agreement for any reason, without any penalty and without specifying the
reason, through explicit declaration of his willingness to withdraw from the contract within 14 days of delivery of the goods.
4.2. The declaration must be sent by e-mail to info@metemsrl.com having as subject “Withdrawal from Sales Contract”, the
Order number and date the Sale Contract is referred to, besides all the other data here below listed:
– list of all products included in the sales contract;
– detailed list of the Products the right of withdrawal is exercised for (should the right of withdrawal be exercised just for a part
of the Products of the Sales Contract);
– date of receipt of the Products the right of withdrawal is exercised for;
– CUSTOMER’s name and surname;
– Email address (should be the same provided while confirming the Order)
4.3. The return of the goods is at the expense of the CONSUMER. The goods must be sent correctly packed and in the same
conditions in which it was received. The SELLER reserves the right to reject any product returned unpacked or however in other
ways than those specified above.
4.4. The withdrawal right is excluded, pursuant to Article 59, letter c) of the Consumer Code, in case of customized products
that are made according to the customer’s needs.
The subscription or payment, even partial, of the products constitutes specific acceptance of the general sales conditions.

5 – Prices and payment conditions

5.1. Unless otherwise agreed, prices are calculated for PRODUCTS packaged according to the industry practices in relation to the
chosen transport, FCA delivered, and are exclusive of VAT. Any other costs and expenses shall be at the BUYER’s charge. In the
event that the BUYER is a CONSUMER, as defined by Article 3 of the Consumer Code, the sale price is the final price, valid for a
PRODUCT unit or for a specific quantity of the PRODUCT, inclusive of VAT and any other tax (Article 13 of the Consumer Code).
Prices are calculated in Euro currency unless it is expressly agreed otherwise in writing between the parties. It is understood that
list prices in force on the quotation date are subject to subsequent changes from time to time, at the SELLER’s discretion.
5.2. Unless otherwise agreed, payments shall be made by bank transfer or PayPal system, when the BUYER receives the order
confirmation from the SELLER. Payments are considered as made when the sum is credited to the SELLER’s bank account within
3 working days from the emission of the order confirmation made by the SELLER. Any negotiation costs and bank expenses shall
be at the BUYER’s charge.
5.3. If the purchase price is not paid in full within the agreed term, the SELLER reserves the right to charge interest on the
BUYER without placing the BUYER in default, pursuant to the Italian Legislative Decree n. 231/2002 and subsequent
amendments, until the date of actual payment, without prejudice to any other remedies available to the SELLER under these
general CONDITIONS and/or under the law. In addition, the SELLER may charge on the BUYER any debt collection costs,
whether or not collection occurs through court proceedings.
5.4. If the SELLER has reasons to expect that BUYER will be unable or unwilling to pay on the agreed date, the SELLER reserves
the right to suspend deliveries, informing the BUYER thereof, until the SELLER receives appropriate guarantees. If such
guarantees are not received within the given deadline, the SELLER may terminate the agreement without prejudice to his right
to claim damages.
5.5. Discounts or specific agreements on single supplies have to be considered as valid only if expressly reported in writing in the
order confirmation emitted by the SELLER. The BUYER is not entitled to withhold, deduct, reduce or set-off any payments for
whatever reason or cause, even in case of claims against the SELLER, unless with the SELLER’s prior written consent.

6. – Agents

6.1. The sales agents of the SELLER are not allowed to act in the name and on behalf of the SELLER without specific written
permission.
6.2. The orders received by the agents are not binding for the SELLER and have to be expressly accepted in writing by the
SELLER himself as described in the foregoing Article 2.1.

7 – Title retention

7.1. The parties agreed that the sales of the PRODUCTS are made with SELLER’s title retention until the full payment of the
agreed price by the BUYER, in accordance with the Italian Civil Code, art. 1523 and subsequent amendments. The risk of
PRODUCTS’ losses or damages is held by the BUYER starting from the moment of the FCA delivery of the PRODUCTS.
For sales abroad, in case the PRODUCTS are sold and delivered to third parties before the transfer to the final customer, the title
retention of the SELLER is valid even against third parties, where permitted by law.
7.2. In case of BUYER’s default, the SELLER can take back the material subjected to title retention without any need of formal
notice. The SELLER can also claim credit rights towards third parties which concern the material, when in accordance with the
law. The SELLER keeps the possibility of acting in a legal way for the compensation of any possible suffered damage.

8 – Force majeure

8.1. The SELLER is not responsible toward the buyer for any non-fulfilment, including but not limited to any of the following
events: strike, boycott, lockout, fire, war, civil war, rebellion, revolution, exceptional natural events (earthquakes, flood, etc.),
requisition, embargo, energy interruption, delay in supplies of components or raw materials, computer viruses, production plant
breakdowns, shipping related issues.
8.2. Each party may suspend performance of its duties under the sale agreement in case such performance is impossible or
extremely burdensome due to an unforeseeable event outside that party’s control, including but not limited to any of the
following events: strike, boycott, lockout, fire, war, civil war, rebellion, revolution, exceptional natural events (earthquakes, flood,
etc.), requisition, embargo, energy interruption, delay in supplies of components or raw materials, computer viruses, production
plant breakdowns, shipping related issues. The party affected by any such event, wishing to suspend performance, shall inform
the other party immediately of the occurrence and termination of such event. If performance is suspended for more than six
weeks due to force majeure, either party shall be entitled to terminate the sale agreement by 10 days’ prior written notice to the
other.

9 – Applicable law – Jurisdiction

9.1. These general CONDITIONS, as well as any sale agreement entered into by the SELLER and the BUYER, shall be governed
by the laws of Italy.
9.2. The court of Venice (Italy) shall have the exclusive jurisdiction on any and all disputes arising from this general
CONDITIONS and/or from any sale agreement entered into between the SELLER and the BUYER. In the event that the BUYER is
a CONSUMER, as defined by Article 3 of the Consumer Code, the competent court will be that of the place of residence or
domicile of the CONSUMER, if located in the territory of the State, pursuant to art. 66 bis of the Consumer Code.

This document replaces any previous document that has to be considered obsolete if in conflict with the terms and conditions described herein.
DoTile® – LEGION® Equipment – RamBOX® trademarks are owned by and used under the license from Metem S.r.l.r