TERMS AND CONDITIONS OF SALE

1.1 In the present Terms and Conditions of Sale, the following terms are to be understood in the meaning set out below:

1.2 “Customer”: the person making the purchase;

1.3 “Terms and Conditions of Sale” or “Terms and Conditions”: these terms and conditions of sale and any subsequent amendment and change made by the Supplier and communicated to the Customer, also available on the Supplier's website at the dedicated address www.fedelicashmere.com;

1.4 “Order Confirmation”: the acceptance of the Order prepared and sent by the Supplier to the Customer;

1.5 “Supplier”: the company Luigi Fedeli e Figlio S.r.l.;

1.6 “Order”: is the request, also sent in electronic format, by the Customer of the Products for sale;

1.7 “Parties”: the Supplier and the Customer jointly indicated;

1.8 “Products”: the goods to be supplied, as described in the Order Confirmation.

2.1 The present Terms and Conditions apply to all current and future Orders between the Parties.

2.2 The Supplier shall have the right to amend the Terms and Conditions at any time, attaching such amendments to the Order Confirmation or to any written correspondence sent to the Customer.

2.3 The present Terms and Conditions, as eventually and subsequently amended by the Supplier, are to be considered as an integral and substantial part of each Order, Order Confirmation and all documents relating to the sale.

2.4 Any different or conflicting clause or condition referred to, attached or added by the Customer is null and void, unless expressly accepted in writing by the Supplier.

3.1 Any Order sent by the Customer to the Supplier shall be understood as an irrevocable purchase proposal, according to art. 1329 of the Italian Civil Code. Any further modifications or additions requested by the Customer shall be accepted in writing by the Supplier. The Client, performing its Order, confirms that the features of the Products have been previously checked, that is at the same time fully aware of said features and that these lasts are in line and suitable for the use agreed.

3.2 Every Customer’s Order shall become binding for the Supplier only after the Customer has received the Order Confirmation signed by the Supplier, any other modality excluded.

3.3 The delivery of the Products shall be considered as an implicit Order Confirmation only for the part or parts of the Order executed. The Customer shall not refuse partial deliveries.

3.4 The Supplier shall have the right to make any changes to the Products that it deems appropriate without having to give the Customer prior notice.

3.5 After ten (10) days from the date of receipt by the Customer of the Supplier’s Order Confirmation by e-mail, requests of partial and/or total cancellations of the Order will not be accepted.

3.6 The Supplier shall have the right to suspend the Orders in progress if, in its unquestionable judgement, the Customer's solvency warranties should be voided or reduced.

4.1 Delivery terms are indicated in the Order Confirmation.

4.2 The delivery and consequent transfer of risks to the Customer is deemed to be made on the date of delivery of the Products to the first point of delivery in USA indicated on the Order Confirmation.

4.3 The Supplier is in no way responsible for delays in the delivery of the Products deriving from causes not attributable to him, force majeure, causes attributable to the competent Administrations.

4.4 If the Products are not collected or cannot be delivered for reasons not attributable to the Supplier, in the event that they remain in storage with the Supplier, the Customer, in addition to the value of the supply, will be required to pay the storage and administrative costs incurred by the Supplier, in addition to any expenses charged by the forwarder.

5.1 The prices for the Products are set forth in the Order Confirmation and are to be considered as Products delivered by the Supplier Delivered Duty Paid (DDP) , according to Incoterms (International Commerce Terms).

5.2 The Supplier may change the prices, even if established in the amount set forth in the Order Confirmation, if there are increases in the prices of raw materials or services, changes in international exchange rates, changes in import duties on ordered Products.

6.1 The Customer is obliged to pay according to the modalities and within the terms specified in the Order Confirmation.

6.2 In case of late payment within the agreed terms, the Supplier shall be entitled to charge interest according to the Italian legislative decree no. 231/2002.

6.3 Any breach by the Customer of the obligation to pay the price, shall result in the right for the Supplier to suspend the delivery of the ordered Products, as well as the Supplier's right to cancel the entire Order or parts thereof or to terminate the agreement, even partially for the part of the Order that has not yet been delivered.

7.1 The Supplier warrants that the Products are free from defects and faults, in accordance with and within the limits of the stated specifications.

7.2 The warranty does not operate in case of alterations or modifications implemented by the Customer.

7.3 In case of defective Products, the Supplier's warranty is limited only to the replacement of the Products.

CLAIMS

8.1 Any complaint regarding the alleged hidden defects of the delivered Products shall be made, only in writing, within eight (8) days of such discovery. In any case, in order to file a potential valid claim, the Client has to accept the Products at the delivery specifying, “provisionally accepted” and in any case the non-defectivity of the Products has to be checked within 15 days since the receipt. The Client, in any case, cannot use and/or put on sale the Products allegedly defective.

8.2 In case of ascertained existence of the defects, the Customer shall have only the right to the replacement of the Products, after having enabled the Supplier to verify them and having been authorized by the Supplier to return them.

8.3 The return must be sent at the warehouse address of the Supplier in USA, with all the costs and insurance risks borne by the Customer.

8.4 Only in the case in which the Supplier is unable to carry out, albeit partially, such replacement, the Customer shall have the right to request a reduction in values of the Order proportional to the price of the redelivered Products and not substituted by the Supplier, excluding in any case the right to terminate the agreement and to compensation for damages.

8.5 Any modification or alteration by the Customer to the Supplier 's Products excludes any possibility of claim by the Customer.

8.6 Any dispute or claim does not entitle the Customer to suspend or delay the agreed payments. Any legal action by the Customer shall be considered unjustifiable until the Customer has paid the balance of the price due.

9.1 With the exclusion of cases of wilful misconduct or gross negligence, in no case will the Supplier be liable for damages to persons or property resulting from the use of the supplied Products.

9.2 In any case, the Supplier's liability shall not extend to unforeseeable indirect damage and outside the hypothesis for which the warranty on the Product can operate.

10.1 The Supplier reserves the right to terminate the Supply Contract, without prior notice of default, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, if:

(i) the Customer does not fulfil the obligation to pay for the Products and the delay in payment exceeds 15 days compared to what agreed in the Order Confirmation;

(ii) a cause of force majeure persists which prevents the fulfilment of the Contract;

(iii) the occurrence of events for the Customer (such as liquidation, crisis settlement procedures, etc.) which affect its ability to perform its future obligations.

In any case, this is without prejudice to the Supplier's right to take action for compensation for any damages suffered.

11.1 The Customer undertakes to sell the Products only in the retail point of sale indicated in the Order and not to sell the Products purchased to another retailer unless in the case of previous authorization in writing by the Supplier.

12.1 No exclusive sales rights are granted, unless expressly agreed in writing between the Parties establishing the territorial limits and conditions of exercise of the exclusive sale.

13.1 The Supplier may indicate to the Customer the recommended retail prices of the Products, subject to communication to the latter to be sent in a suitable manner and timing.

14.1 In consideration of the nature of the Products, the Supplier shall not be considered obliged to send sample garments, fabric references and model sketches, even if requested in the Order.

15.1 The purchase of the Products and their direct or indirect use does not give rise to the transfer to the Customer of any industrial or intellectual property right on the Products sold, which remains to the Supplier.

16.1 The Client's personal data are collected and processed by the Supplier for contractual purposes and in a manner that complies with the provisions of Regulation (EU) 2016/679.

16.2 The Supplier is the Data Controller of the personal data made available by the Customer in the context of the execution of the Contract in accordance with current legislation and specifies that such data will be processed in accordance with the information on the processing of personal data that the Supplier makes available to the Customer by publishing it on the site at the address www.fedelicashmere.com.

16.3 With regard to the above-mentioned personal data, the Supplier undertakes not to make any communication to third parties and to make use other than that connected with the execution and management of the contract following the purposes provided for in the contract.

16.4 The Customer is obliged to keep confidential and not to disclose to third parties all information and data of a technical, administrative or commercial nature relating to the Products purchased or in any case related to the contract for the supply of the Products themselves.

17.2 For any dispute relating, or in any way connected, to the present agreement, the Court of Monza (Italy) shall have exclusive jurisdiction.