GENERAL CONDITIONS OF SALE

1) Definitions: 1.1 For the purposes of these general conditions of sale (hereinafter referred to as the "Terms of Sale"), the following terms will have the meanings attributed to them below:

-“TuChic”: Tuchic Srl

- "Customer": any company, body or legal entity that purchases TuChic Products;

- "Products": the goods created, produced, assembled and/or sold by TuChic;

- "Order/s": each proposal to purchase the Products forwarded by the Customer to TuChic exclusively by fax, e-mail and/or a TuChic representative

--cc781905-5cde-3194-bb3b-136bad5cf58d_ “Sale/e”: each sales contract concluded between TuChic and the Customer following receipt by the Customer of the written acceptance of the Order from part of TuChic;

2) Purposes: 2.1 These Conditions of Sale apply to all Sales of Products. In the event of a conflict between the terms and conditions set out in these Terms of Sale and the terms and conditions agreed upon in the single Sale, the latter shall prevail. TuChic will not be bound by the Customer's general purchase conditions, not even in the event that they are referred to or contained in the orders or in any other documentation originating from the Customer.

2.2 TuChic reserves the right to add, modify or eliminate any provision of these Conditions of Sale, it being understood that such additions, modifications or cancellations will apply to all Sales concluded starting from the thirtieth day following upon notification to the Customer of the new Conditions of Sale.

3) Orders and Sales: 3.1 The Customer must forward or send TuChic through a representative specific Orders containing the description of the Products (code), the requested quantity, the price and the terms requested for delivery .

3.2 The Sale shall be considered concluded: (i) when the Customer receives a written confirmation from TuChic (this confirmation may be sent by e-mail, fax or electronic means)_cc781905- 5cde-3194-bb3b-136bad5cf58d_ compliant with the terms and conditions of the Order (ii) or, in the event that the Customer receives a written confirmation from TuChic containing terms different from those contained in the Order, after two working days from date of receipt of the confirmation containing different terms without TuChic receiving a written complaint from the Customer in the aforementioned period; (iii) or, in the absence of written confirmation from TuChic, when the Products will be delivered to the Customer. 3.3 Orders duly accepted by TuChic cannot be canceled by the Customer without TuChic's written consent.

4) Price of the Products: 4.1 The prices of the Products will be those indicated in the TuChic price list in force at the time the Order is forwarded by the Customer or, if the Product is not included in the price list or the price list is not available, those indicated in the Order and confirmed in writing by TuChic at the time of Order acceptance. The aforementioned prices, unless otherwise agreed in writing, will be calculated ex works, net of VAT and discounts and will not include   packaging, shipping and transport costs from TuChic premises to those of the Customer. 4.2 TuChic reserves the right to unilaterally modify, without notice and with immediate effect, the prices shown in the price list in cases where the adjustment is due to circumstances beyond the control of TuChic ( by way of example: an increase in the price of raw materials and labor costs or changes in exchange rates). In all other cases, the change will be communicated to the Customer and will take effect on all Orders received by TuChic starting from the thirtieth day following the date on which the changes were notified to the Customer.

5) Delivery terms: 5.1 TuChic, unless otherwise agreed in writing, will deliver the products in the place indicated in the accepted order proposal, at the Customer's risk, costs and expenses . 5.2 Delivery must take place within the term indicated in the Order as accepted in the order confirmation or, if the term has not been indicated in the Order, within the term of 15 _cc781905-5cde-3194 -bb3b-136bad5cf58d_working days starting from the first working day following the confirmation of the single Order. The delivery terms are indicative and are not essential terms pursuant to art. 1457 of the civil code and, in any case, do not include transport times.

6) Transport: 6.1 Transport, unless otherwise agreed in writing, will always take place at the expense and risk of the Customer. In the event that TuChic, pursuant to art. 5.1,  is required to take care of the transport of the Products, TuChic will choose the means of transport it deems most appropriate in the absence of specific instructions from the Customer.

7) Payments: 7.1 Unless otherwise agreed in writing between the parties, TuChic, at its discretion, will issue the invoices upon delivery of the Products. 7.2 Payments must be made in Euros in the following ways:

- 50% upon order confirmation by bank transfer

- il 50% when the goods are ready for delivery.

Failure to pay within the agreed time will entitle TuChic to suspend the delivery of the Products and terminate each individual Sale signed. The suspension of the delivery of the Products or the termination of the Sales will not give the Customer the right to claim any compensation for damages. 

8) Non-compliance: 8.1 Any non-conformity of the Products delivered to the Customer with respect to the type and quantity indicated in the Order must be reported in writing to TuChic within 5 days from the delivery date. Otherwise, the delivered products will be considered compliant with those ordered by the Customer.

9) Warranty: 9.1 Unless otherwise agreed in writing between the parties, TuChic guarantees that the Products are free from faults/defects for a period of one year starting from the date of delivery of the same to the Customer. 9.2 The warranty will not operate with reference to those Products whose defects are due to (i) damage caused during transport; (ii) negligent or improper use of the same; (iii) failure to comply with TuChic's instructions relating to the operation, maintenance and conservation of the Products; (iv) repairs or modifications made by the Customer or by third parties without the prior written authorization of TuChic. 9.3    Il Cliente dovrà denunciare per iscritto a TuChic la presenza di vizi o difetti entro 8 giorni from delivery of the Products in the case of obvious faults or defects, or, within 8 days of discovery in the case of hidden faults or defects or those which cannot be detected by a person of average diligence. 9.4    _cc781905-5cde-3194-bb3b-136bad5cf58 The Products must be immediately sent to the registered office, or those subject to complaint_ any other place that the latter will indicate from time to time, at costs and expenses to be borne by the Customer unless otherwise agreed between the parties, in order to allow TuChic to carry out the  necessary checks. The warranty does not cover damages and/or defects of the Products deriving from anomalies caused by, or connected to, parts assembled/added directly by the Customer or by the final consumer. 9.5 In the event that an identical defect of a Product occurs repeatedly and is attributable to the same cause during the period of 12 months from delivery of the Products to the final customer and, in any case, no later than 24 months from delivery to the Customer, TuChic will reimburse, within the limits set out in the following art. 9.10, all direct damages borne by the Customer and documented in relation to a campaign to recall the defective Products from the market, and any other additional costs relating to the repair and replacement of the Products, provided that the Customer has reasonably undertaken to limit the losses that TuChic could have suffered. The Customer will follow the instructions of TuChic for the withdrawal of the Products from the market. 9.6 In any case, the Customer's right to compensation for damages will be limited to a maximum amount equal to the value of the Products that present defects or faults.

10) Express termination clause: 10.1 TuChic will have the right to terminate, pursuant to and by effect of art. 1456 of the Civil Code, at any time by means of written communication to be sent to the Customer, the single Sale in the event of non-fulfillment of the obligations set forth in articles: 4 (Price of the Products); 7 (Payments).

11) Legal domicile, applicable law and jurisdiction: 11.1 TuChic is legally domiciled at its main office. 11.2 The Conditions of Sale and each individual Sale will be regulated and interpreted in accordance with Italian law with the exclusion of the 1980 Vienna Convention on contracts for the international sale of movable property.

11.3 All disputes deriving from or connected to these Conditions of Sale and/or to each Sale will be subject to the exclusive jurisdiction of the Court of Rome.