General Terms and Conditions of Sale

I. Scope and finalization of contract
1. These General Terms and Conditions of Sale shall govern and shall be applicable to, and included in, all – even future – contracts for the sale of products or for the provision of services by MIFAR S.r.l. to its customers. All other forms of contracts are excluded.
2. Any general conditions set by the Purchaser or other clauses introduced by the Purchaser that modify, or deviate from these General Terms and Conditions of Sale are deemed unenforceable. Any general conditions or other clauses introduced by the Purchaser shall be applicable only upon express written acceptance by Mifar.
3. In order to be legally binding, all customer orders must be confirmed by Mifar in writing. Modifications or additions to the finalized contract after receipt of Mifar’s order confirmation shall be valid and effective only if made in writing. All offers remain non-binding until finalization of the contract.
4. Mifar quotes are made with no obligation.

II. Prices and packaging
1. Unless otherwise agreed, Mifar prices are ex-works (EXW as defined under Incoterms 2010), and do not include any value added tax. Any and all other duties or taxes related to the sale or provision of services are to be paid by the Purchaser.
2. For billing purposes, the weights determined by Mifar are applicable. As regards the costs of transportation charged by Mifar, the costs and fees in effect at the time of shipping shall be applied. Mifar reserves the option to charge the Purchaser any increases in price that occur up to the date of shipping and resulting from increases in its costs up to six weeks after finalization of the contract.
3. Mifar reserves the right to charge reasonable added costs for orders of limited quantities.

III. Shipping and risk transfer
1. The choice of shipping itineraries, means of transport, protective packaging, as well as the choice of shippers and/or carriers, lies with Mifar up to the agreed-upon place of receipt, with the understanding that Mifar shall proceed with shipment based on express written instructions.
2. Also in the case of carriage-free deliveries, the risk of loss or damage of the merchandise transfers to the customer at the moment in which the merchandise leaves the Mifar plant or warehouse. In the event of delays in delivery for which the customer is responsible, the risks transfer to the latter starting when the shipment is made available to the customer to take delivery.
3. Upon customer’s written request, merchandise shall be insured, at customer’s expense, against the risks indicated by the customer.
4. Mifar is authorized to make partial shipments to the extent that it is appropriate for the Purchaser.
5. In cases in which the merchandise has not been accepted by the Purchaser after expiration of the agreed-upon terms of delivery, the merchandise shall be held in storage, at Purchaser’s expense and risk without advance notice, at a cost of 1.5% per month (calculating entire months even for periods of less than a month) of the contract value of the merchandise in question. The aforementioned merchandise shall be deemed delivered and subject to the application of these General Terms and Conditions of Sale.
6. Delivery is understood as having taken place at Mifar’s premises.

IV. Terms of delivery
1. The delivery terms set forth in the contracts are best estimates and are only indicative. The delivery terms are binding for Mifar only if they have been expressly confirmed by same. They are in effect from the date of order confirmation; it is however, understood and agreed that the terms of delivery do not become effective until complete and full receipt of all the documents and designs to be provided by the Purchaser, and any required permits or authorizations, as well as until the agreed-upon terms of payment, have been met. Mifar terms of delivery are conditional upon Mifar having, in turn, obtained the necessary supplies in a complete manner and within the designated timescale.
2. Should the agreed-upon delivery terms not be met for reasons attributable to Mifar, the Purchaser, following a reasonable period of time after the expiration of said terms, has the option to withdraw from the contract. Except for cases of gross negligence or willful misconduct, any delays on the part of Mifar shall not result in compensation for damages, regardless of the filing of any notice to perform, unless such compensation was agreed upon in writing and the delay was not due to causes beyond its control. In any case, excepting cases of gross negligence or willful misconduct, compensation for damages shall be limited to 5% of the agreed-upon price for that part of the delivery which cannot be delivered on time or in compliance with the contract agreement.
3. Events beyond Mifar’s control or other circumstances outside its responsibility that make delivery more difficult or impossible (including acts by third parties or public authorities) such as strikes, lockouts, lack of raw materials or sources of energy, wars, riots/demonstrations, regardless of whether these events or causes affect Mifar or its supplier, shall authorize Mifar to defer delivery for the time period in which the causes of force majeure persist or to withdraw from the contract in its entirety or the part covering the delivery that remains to be carried out.
None of the above-referenced causes shall entitle the Purchaser to any right to rescind the contract nor to claim compensation for damages.
Should an event of force majeure occur, Mifar shall immediately inform the Purchaser and, in the case of withdrawal on its part, reimburse the amount already paid by the Purchaser.

V. Terms of payment
1. All payments must be made in Euros and only to Mifar, unless otherwise agreed-upon in writing.
2. Unless otherwise agreed, Mifar invoices must be paid within 30 days of the invoice date, without any discounts or added costs at Mifar’s expense. Should the delivery be divided into two or more lots, each lot shall be invoiced separately.
3. Prior to delivery, Mifar reserves the right to require guarantees from the Purchaser, including bank guarantees, that it feels are necessary in order to ensure the proper fulfillment of the Purchaser’s obligations. Both refusal by the Purchaser to provide the requested guarantees and failure to meet its contractual obligations entitle Mifar to suspend future deliveries and to terminate the contract (or other agreements with the same Purchaser) subject to and without prejudice to Mifar’s right to compensation for damages (as consequential loss or damages and lost revenue) in the amount of 40% of the amounts invoiced and/or charged.
4. Should the Purchaser be late in payment, arrears interest calculated pursuant to Article 5 of Decree Law No. 231/2002 (implementation of European Directive 2000/35/EC) shall accrue in Mifar’s favor, and without prejudice to compensation for further losses.
5. In the event of late payment by the Purchaser, Mifar is also authorized to complete future or pending deliveries only upon advance payment and, in case of failure to acknowledge its requests for advance payment prior to delivery or the issuance of guarantees, after expiration of a reasonable period of time granted by it, Mifar is entitled to terminate the contract and to obtain compensation for damages deriving from Purchaser’s failure to comply.
6. The Purchaser can only obtain compensation for damages that are uncontested or awarded judicially.

VI. Retention of title
1. Ownership of the merchandise delivered by Mifar shall transfer to the Purchaser when all amounts due and payable are paid in full and with prompt fulfillment of Purchaser’s other obligations regarding delivery, including payment of interest and costs. Therefore, the Purchaser cannot, in any way, take possession of any merchandise that has not been entirely paid for and, specifically, cannot transfer, pledge it as collateral to third parties or use it to grant privileges or other guarantees. Should the merchandise be intended for incorporation and/or transformation into other processed and/or semi-processed products, Mifar’s right of ownership shall extend to these other goods and/or to the proceeds from their sale.

VII. Warranties
1. Mifar products can be used for different applications. Thus, the Purchasers and users must carry out their own independent investigations and evaluations based on their requirements and conditions of use. The products are sold pursuant to Article 1522, second paragraph, of the civil code (“Sale by Sample”) by prior delivery of a sample.
The information contained in Mifar technical sheets or in any other document should be construed as merely indicative and based on current knowledge.
2. Should a custom product be developed in Mifar laboratories for a specific customer, the sample – referred to as “Laboratory sample – code MX” – can only provide an approximate representation of the quality of the final, industrially-manufactured product. In this case, the sample obtained following the initial industrially-manufactured product shall be deemed the sample type.
3. Should a product be ordered 6 (six) months or more after the sample type was provided, the Purchaser is required to request a new sample. Should they fail to do so, Mifar is not liable for any dissimilarities between the ‘old’ sample and the product provided in the first delivery.
4. The shelf stability of the products and their related samples is indicated in the technical sheets.
5. Any and all information regarding the speed of the products is related solely to the type of pigment utilized and in compliance with the information provided by the pigment suppliers and the methods used for testing.
6. In any case, all indications or recommendations are made without any liability on the part of Mifar.

VIII. Flaws
1. Minor or merchantable flaws in quality do not represent redhibitory defects.
2. Mifar does not provide any guarantee as to the duration or the conditions of the products ordered. This is also true of the presentation of samples or models, reference to technical standards, or to support to the Purchaser after delivery.
3. Any complaints by the Purchaser must be made within 8 (eight) days of receipt of the products. Each return of products to Mifar must be made in the original packaging and without shipping costs being charged to same, even in the case of defects in material or workmanship acknowledged by Mifar. The presence of flaws in individual parts/portions of a delivery does not entitle the Purchaser to reject the entire shipment. The products are deemed accepted if no claims are filed within the above-referenced time period of 8 (eight) days. The Purchaser’s obligation to pay shall not be suspended, even in the event of a legitimate claim having been presented with regard to the merchandise received.
4. No claims shall be accepted for discounted products or those sold at special prices.
5. The time period in which to file complaints for violations of Mifar’s warranty lapses at one year from the date of delivery.
6. Mifar’s liability for defects in products delivered is expressly excluded in the case of (a) unavoidable error in light of current technical knowledge, and (b) willful or unintentional ignorance on the part of the Purchaser, or if the products are used by the Purchaser in a manner not compliant with the necessary scientific knowledge or with the technical standards indicated in the product technical sheets.

IX. Liability
1. Any claims by the Purchaser for compensation for damages and expenses are excluded. The foregoing does not apply in the case of non-derogable liability under current provisions on the subject of manufacturer liability, even if claimed by the Purchaser called into cause by the end user, in case of willful misconduct or gross negligence or personal harm. Indemnifiable damages are those that constitute immediate and direct consequences of the non-performance. The foregoing does not imply a reversal of burden of proof to the detriment of the consumer.

X. Samples, Designs, Etc.
1. Without prejudice to the provisions of Section VII of these General Terms and Conditions of Sale, all samples, designs and measurements, as well as all the data in Mifar catalogs or in its offers or order confirmations, are indicative and non-binding.
2. The aforementioned data and designs become and remain the property of Mifar, despite charges to the customer for their processing, and shall not be copied, disclosed to third parties, made public or used in any way without Mifar’s prior written consent.
3. Mifar is always entitled to modify, without advance notice, the products manufactured.

XI. Miscellaneous Provisions
1. Without Mifar’s prior written consent, the Purchaser shall not sell or otherwise transfer, even in the case of transfer of ownership of their own company for any reason, their rights and/or obligations under these General Terms and Conditions of Sale or of any contract governed by the same.
2. The Purchaser has no rights over any brands, patents or with regard to other industrial property rights, know-how, Mifar designs or those used by it, and shall not use them except in compliance with written instructions from Mifar. Without prior written consent from Mifar, the Purchaser shall not allow any brands or other distinctive marks or identifying language placed on the products supplied to the Purchaser to be obliterated, removed, concealed or altered in any way or any other brands or marks to be added to them.
3. These General Terms and Conditions of Sale replace any and all previous agreements that were finalized previously by the parties and which are invalidated by signing these General Terms and Conditions.

XII. Privacy policy
1. Pursuant to Article 13 of Decree Law No. 196 of June 30, 2003, and subsequent modifications (Italian Personal Data Protection Act), Mifar shall process the Purchaser’s personal data and warrants that such processing shall be carried out in compliance with the provisions of the Italian Personal Data Protection Act.
2. All data provided by data subjects are processed by Mifar exclusively to meet requirements related to its economic activities, such as providing the requested products and services, specifically for (i) inclusion in the company’s official database; (ii) issuing of transport/shipping documents, invoices and credit notes; (iii) issuing of quotes and offers; (iv) issuing calls for bids to suppliers; (v) standard bookkeeping and accounting and VAT; (vi) management of receipts and payments; (vii) processing of internal statistics with the aim of monitoring the degree of customer satisfaction with the quality of products and services provided in order to better meet customer needs; (viii) the exchange of communications about the economic, administrative and business activities of the company; and (ix) to fulfill the conditions required by law, regulations, EC standards, statutory and fiscal codes.
3. Should it be necessary, the personal data of the interested parties may be communicated to: (i) all those parties authorized to access such data, in accordance with regulatory standards; (ii) Mifar staff and its consultants, with regard to related business and/or any contractual obligations with them, inherent to the business relationship with the interested parties; (iii) post offices, shippers and couriers for sending documentation and/or merchandise; (iv) any natural or legal person, public or private (legal, administrative and tax offices, business consultation services for payroll preparation, court offices, chambers of commerce, labor offices) when the communication is necessary or practical for its company business; (v) banks, for the management of receipts and payments arising from the execution of contracts. In these cases, only the data essential to the reasons for which it is communicated shall be disclosed.
4. The provision of personal data by subjects who intend to establish a business relationship with Mifar, even if limited to the sole request for information about its business, or its products and services, is to be construed as optional, but, failure to provide said data could make it impossible to continue the relationship or could have an effect on its proper development and on any legal and even tax requirements. The data are kept at Mifar’s corporate headquarters, for the time set forth in statutory and tax regulations.
5. With regard to personal data provided to Mifar, the interested party is entitled to exercise the rights provided for in Article 7 of the Italian Personal Data Protection Act.
6. The Controller of personal data is MIFAR S.r.l., Via Valtellina 18/10, Rescaldina, Milan, represented by its CEO. The Data Processor and Persons in Charge of Processing are appointed from time to time by the Data Controller.

XIII. Governing Law and Jurisdiction
1. These General Terms and Conditions and every contract regulated by the same are governed by Italian law. Application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is expressly excluded.
2. Nonetheless, Mifar has the option of applying the law of the Purchaser’s place of residence, place of business, secondary place of business or other business unit if such law turns out to be more favorable to it than Italian law.
3. Any disputes regarding the interpretation, validity, efficacy and execution of these General Terms and Conditions of Sale, and of the contracts governed by them, shall be assigned to the exclusive jurisdiction of the Milan Court, to the exclusion of any other alternative legal jurisdiction. Mifar shall, nonetheless, have the option of serving notice on the Purchaser to appear before the competent judge based on their place of residence, registered place of business or secondary place of business.

Pursuant to Articles 1341 and 1342 of the civil code, the Purchaser expressly states their acceptance of the following clauses of the above-referenced General Terms and Conditions of Sale and authorizes the processing of personal data: III (Shipping and Risk Transfer); IV (Terms of Delivery); V and VI (Payment terms); VII (Warranties); VIII (Flaws); IX (Liability); XI.1 (Miscellaneous provisions-restrictions on transfer); XIII (Governing Law and Jurisdiction); XII (Privacy Policy)