YALI SRL

YALI B2B ONLINE PORTAL - GENERAL TERMS & CONDITIONS OF SALE

FOR BUSINESS TO BUSINESS (B2B) PURPOSES VALID FROM 1.10.2024

1. Subject and scope

   1. These General Terms & Conditions of Sale (“GTCS”) govern the passing, sending, acceptance and definitive confirmation of online purchase orders placed on the YALI B2B portal accessible on the b2b internet address b2b.yaliglass.com (“Portal”) created for the products of Yali Srl, a company based in Italy with registered office in Sestiere San Marco 3079 - 30124 Venice (Italy), Italian taxpayer-identification code no. & VAT Reg. N° 04502040266, registered with the Chamber of Commerce of Venice and Rovigo under no. RE VE - 403378, Italian certified email address yalisrl@pec.it (“Yali”).

   2. The GTCS are only applicable to what is known as “B2B” (Business-to-Business) sales, meaning sales between Yali and natural persons and legal entities who are required to register on the website before logging in to the Portal and purchasing Yali products for purposes arising from their business or professional activities (“Client”); all the above is notwithstanding and without prejudice to any specific agreements reached between Yali and its Clients with the understanding that any aspects not covered by said different agreements will nevertheless be regulated by these GTCS.

   3. The products covered under these GTCS are all products figuring on the Portal with accompanying illustrative pictures, descriptions and a price. Said products are chosen by the Client in the members-only area within the Portal and placed inside their virtual cart in keeping with the procedures indicated on the Portal itself. Regardless of the product category indicated on the Portal, the products covered under these GTCS are all intended to be used for decorative purposes only.

   4. If the Client wishes to access and operate in the members-only area of the Portal, Yali must enable them the first time via a manual procedure. Once this has been successfully done, a link will be emailed to the Client allowing them to complete access to their designated area on the portal for the first time and set a password that cannot be known by Yali. The Client undertakes not to disclose their identification credentials and password to third parties, and to carefully store them in a safe place. The Client accepts that they are solely responsible for the safekeeping and usage of their own credentials and password, and vouch as of now that they will hold to all orders thus placed.

   5. The Client vouches to immediately inform Yali of any changes to the information supplied at the time of registration.

   6. Sales are governed by these GTCS and by all the special conditions outlined in the Email of Acceptance (defined here below) which Yali reserves the right to send to certain clients at its absolute discretion.

   7. The GTCS must be carefully read and accepted by the Client prior to concluding each order; indeed, the Portal obliges clients to look through the GTCS before placing each order and requires the Client to first acknowledge that they have read and accepted said terms and conditions. In any event, the GTCS will then be attached to the message that Yali emails to the Client in acceptance of order. The Client must then reply to said message to definitively confirm the order.

   8. Yali may change the GTCS. An updated version of the GTCS will always be available for perusal on the Portal; it shall be accepted by the Client before each order is placed and will, in any case, be attached to the email accepting the order which must, in turn, be definitively confirmed by the client, as envisaged under clause 1.7.

2. Orders, invoicing and correspondence

   1. In order to accept an order, the Client must access the Portal, logging in with their username and password; once this has been done, they must select the products they want and add them to their virtual cart; at this stage, when all the products required have been placed in the virtual cart, the Client may send Yali any special requests (“Special Requests”) within the field entitled “Additional information”.

   2. Once any Special Requests have been made, the Portal will oblige the Client to carefully read through and expressly accept the GTCS; afterwards, the Client must tick the box showing a declaration that they, the Client, have read, understood and accepted said terms and conditions; the Client must then check another box which shows a declaration of specific approval of the restrictive clauses, expressly indicated and specifically signed at the bottom of these GTCS. Upon ticking these two boxes, the Client declares that they have fully understood and unreservedly accepted the GTCS.

   3. Only after having ticked the boxes described under clause 2.2 and checked the information contained in the order (which can be amended or corrected in the event of any typing errors) may the Client complete the procedure and actually place the order by selecting “Complete order”.

   4. Once “Complete order” has been pressed, the order will be registered on Yali's computer system and become available in the “My Account” section of the Portal.

   5. Yali's computer system and administrative department will then process the order as is. At this stage, Yali will be entitled to reject the order, or suspend acceptance of order, should, by way of example only, the Client have any outstanding payments for previous orders or other forms of non-fulfilment, should the Special Requests be unacceptable, or should there be a lack of availability of the product that the Portal was not aware of when the order was placed, etc.; in such an event, Yali will notify the Client that the order has not been accepted, or that acceptance is suspended, and will invite the Client to get directly in touch with Yali to get information and clarifications on the matter, and to see whether it is possible to change the order to make it acceptable to Yali.

   6. Once the order has been processed and accepted, and once any slips or mistakes have been amended as per clause 2.5, Yali will send the Client an email confirming that the order has been duly processed and accepted (hereinafter also referred to only as “Email of Acceptance”). The email will contain (either in the body of the message or as an attachment in the form of a special pro-forma invoice) a summary of the Order as accepted by Yali with an indication and quantification of delivery costs (if any), the methods and terms of payment, an approximative delivery date and any other information relating to the Special Requests as per clause 2.5. This email will also contain the GTCS as an attachment.

   7. The Client must reply to the Email of Acceptance, confirming the contents thereof (this email will be referred to also only as the “Definitive Confirmation Email”). When Yali receives the Definitive Confirmation Email from the Client, the product purchase agreement shall be deemed to be concluded between the parties.

   8. Once Yali has received the Definitive Confirmation Email, it will proceed to invoice the Client in accordance with the conditions specified in the Email of Acceptance.

   9. The Client can check the status of their order at any given moment by accessing it in the appropriate section of “My Account” on the Portal.

   10. Correspondence between Yali and the Client will take place via email between Yali’s email address: b2b@yaliglass.com and the email address provided by the Client at the time of registration.

3. Characteristics, product availability and identification of flaws/defects

   1. The sole products for sale are those shown on the Portal when the Client passes the order as described on the relevant product pages of the Portal. The product images displayed on the Portal must be understood to be solely for illustration purposes and may not be an exact representation of the aesthetic features of the product; there may be discrepancies in terms of size and colour also caused by variations in hardware/software devices used by the Client when viewing the contents of the Portal.

   2. The Client is aware of the fact that the products for sale are produced in an entirely artisanal manner, and accepts this fact without reservation; any imperfections or colour variations are a testament to the artisanal nature of the products and must be considered to be normal characteristics. When assessing product conformity in order to define what should be deemed normal product features and what, on the other hand, is classified as a flaw/defect, there is always a document available for viewing on the Portal under the section Flaws & Defects T&C which indicates and exhibits by means of photos imperfections deemed to be normal characteristics as compared to imperfections deemed to be flaws/defects (hereinafter also referred to only as “Document of Flaws and Defects”). The Client hereby declares that they have carefully read through this Document and accept it without reservation.

   3. Availability, or the timeframe for delivery of the products displayed on the Portal or requested by the Client, as indicated in the Email of Acceptance, must be understood to be approximate and not binding on Yali.

4. Delivery, exclusion of liability for late delivery, right of withdrawal for single purchases

   1. Delivery of products to the Client will take place in accordance with the manner and terms (the latter being approximate) stated in the Email of Acceptance.

   2. The Client recognises that Yali cannot be held liable in any way for possible product delivery delays or for permanent lack of product availability. However, the Client is entitled to cancel a single purchase should there be a delivery delay that exceeds 45 (forty-five) days as compared to the date indicated in the Email of Acceptance; in such an event, Yali will return any sums of money that the Client might have already paid without incurring any further liability or duties for Yali since the parties are aware that the artisanal nature of the production process necessarily involves great complexity and makes it difficult to schedule accurately.

5. Complaints about flaws/defects under penalty of forfeiture, returns and exclusion of the Client’s right of recourse

   1. In the event of “EXW – Ex Works” delivery, in keeping with Incoterms 2020 definitions, the Client, or a delegated agent, will be entitled to inspect the packaging and products at the time of collection; only during this inspection may the Client dispute any flaws/defects (in accordance with the contents of the Document of Flaws and Defects) of the product or the packaging to Yali, otherwise the Client will forfeit their rights in this sense. As soon as the products have been handed over, Yali will cease to be liable.

   2. As an exception to the provisions for “EXW – Ex Works” delivery, when taking delivery of the products, the Client must: check quantities and packaging of the products and record any complaints in the delivery note; check to make sure that the products comply with the description in the accepted order; notify Yali in writing of any flaws/defects (in keeping with the Document of Flaws and Defects), providing appropriate photographic documentation, no later than 8 (eight) days after delivery date. No complaint about quantity, quality, type or packaging of the products nor any complaint about product flaws/defects may be made unless the aforementioned procedure is duly followed.

   3. Yali undertakes to accept returns and refund the Client for amounts paid solely for those products which have flaws/defects as per the Document of Flaws and Defects, and any further liability or responsibility is excluded.

   4. As an exception to consumer-protection legislation, any right to recourse by the Client against Yali for any liability of the Client towards consumers (as currently provided for under section 134 of Legislative Decree 206/2005) is expressly ruled out.

6. Prices and Payment - Express termination clauses - Suspension of orders - Allocation of payments - Compliance with tax and customs dues

   1. All product prices shown on the Portal are stated in Euros net of tax, and are merely indicative. The final price, binding on Yali, will be that stated in the Email of Acceptance which the Client must confirm in turn with a Definitive Confirmation Email. The Portal also states Yali's Recommended Retail Price (RRP) for each single product and the Client vouches to apply said Recommended Retail Price in the event of resale.

   2. The method and terms of payment are stated in the Email of Acceptance.

   3. Failure to pay or incomplete delayed payment on the part of the Client in breach of the manner and terms indicated in the Email of Acceptance constitutes serious non-fulfilment by the Client and Yali will be entitled to terminate the sales contract pursuant to and in accordance with section 1456 of the Italian civil code; in such an event, Yali will have the right to withhold any previously paid amounts as a penalty, without prejudice to its right to ask for further compensation for damages. For any outstanding sums owed to Yali by the Client, the latter will be understood to be automatically in arrears and interest for late payment will start to accrue as per Italian Legislative Decree no. 231/2022.

   4. For each instance of delayed payment, Yali also has the right to suspend deliveries, either wholly or in part, including any underway for different orders already concluded with the Client, and including any that have already been paid for. Still in the event of late payment, Yali is also entitled to ascribe any payments made by the Client to any outstanding debt, regardless of what the Client may say.

   5. Regardless of the manner and terms of delivery agreed upon for each specific order, all charges, costs and duties required by customs and tax offices shall be borne solely by the Client; any estimate of such costs provided by Yali must be considered to be merely indicative and does not oblige Yali in any way. Failure by the Client to discharge their duties in terms of customs and taxes shall constitute a serious breach of contract and Yali will be entitled to terminate the sales contract pursuant to and in accordance with section 1456 of the Italian civil code; in such an event, Yali will not only have the right to take the products back, but will also be entitled to withhold any amounts already paid as a penalty, without prejudice to its right to apply for additional compensation for damages. For any outstanding sums owed to Yali by the Client, the latter will be understood to be automatically in arrears and interest for late payment will start to accrue as per Italian Legislative Decree no. 231/2022.

7. Client’s obligations in the event of retail sale of the products

   1. In all cases of retail sale of the products purchased from Yali, the Client vouches to:

      1. apply Yali’s recommended retail price to all products sold to end customers, as per clause 5.1;

      2. use Yali-branded packaging which, thanks to specific materials and graphics, is an integral part of Yali products and contributes to building up an image in the final customers’ minds;

      3. ensure that the Yali brand is suitably visible on the premises or selling space (whether this be physical or virtual).

      4. present the products in such a way that the Yali brand is immediately recognisable.

8. Non-assignment clause

   1. The Client may not transfer the relationship arising from acceptance of these GTCS to third parties, unless Yali has first provided its written consent.

9. Intellectual property

   1. All industrial or intellectual property rights are solely owned by Yali, being and remaining its exclusive property. By way of example but not limited thereto, such rights include registered trademarks (and applications therefor) and unregistered trademarks, other distinguishing marks, domain names, invention patents or utility models (and applications therefor), registered designs and models (and applications therefor) and unregistered designs, know-how, confidential company information, copyrights and/or related rights, rights over software and databases as well as any other proprietary rights and/or intellectual-property rights envisaged by the law.

   2. The Client acknowledges that Yali is the sole and exclusive owner of the Intellectual Property Rights for the products and hereby declares that they have no rights or legal interest relating to these rights, and that no provision contained in this Contract bestows upon them, the Client, any rights, entitlement or interest whatsoever as far as said Intellectual Property rights are concerned.

10. Confidentiality

    1. For the purposes of these GTCS, the term “Confidential Information” includes all information that the Client may acquire when they access the members-only area of the Portal, with particular reference to product prices and CPV codes. Confidential Information does not only mean information defined as such, but also extends to all information which by its nature and/or characteristics must be reasonably held to be so.

    2. The Client acknowledges that all the information disclosed by Yali under the relationship arising from these GTCS and all the information relating to Yali's business affairs, at any given moment, either during or after termination of this Contract (whenever this might take place) remains the exclusive property of Yali and the Client acquires no interest or rights in this information.

    3. The Client may not, either directly or indirectly, divulge, or let others divulge, any of the Confidential Information disclosed, or made available by Yali in any other manner, and they must exercise the utmost care and caution to keep said Confidential Information secret and private.

    4. The duty of confidentiality outlined in this clause will be incumbent upon the Client for the entire duration of the relationship with Yali and for five (5) years after said relationship has ended.

11. Privacy

    1. The personal data of the Client will be processed in keeping with the provisions of European-Community legislation and Italian laws as regards personal-data processing (EU Reg. 679/2016; Italian Legislative Decree no. 196/2003 and all subsequent amendments and supplements). Yali is the data controller and the Client's personal data will be collected and processed solely for the purpose of the performance of the contractual relations arising from these GTCS and from any obligations entailed by law, European legislation or any other applicable regulations. The Client declares that, before Yali collected the personal data, the Client received a communication from Yali as per art. 13 of EU Regulation 679/2016 meant for customers.

12. Language, Applicable law and Competent court with exclusive jurisdiction

    1. These GTCS have been drawn up in Italian and translated into English to make it easier for non-Italian customers to understand. Nevertheless, the Italian version of the GTCS is the only one that is binding on the parties.

    2. All the documents pertaining to these GTCS (Portal, Email of Acceptance, Definitive Confirmation Email etc.) will be drawn up in English and therefore the English version will be binding on the parties.

    3. These GTCS and all the documents pertaining to them, as well as all commercial relations arising from them, must be understood to be governed and regulated by Italian law, with the exclusion of any convention, treaty and/or directive governing international sales.

    4. Any disputes which might arise in connection with or regarding these GTCS and the relationship between Yali and the Client regulated by them, including those pertaining to their existence, validity, effectiveness, interpretation, performance and/or termination, will be subject to the exclusive jurisdiction of the Court of Venice, excluding any other alternative or contending Court.

DATE_____________________________________

CLIENT’S STAMP & SIGNATURE

YALI STAMP AND SIGNATURE

SPECIFIC APPROVAL

RESTRICTIVE CLAUSES

Pursuant to sections 1341 and 1342 of the Italian civil code, the Client specifically approves the clauses listed below:

Clause 3

Characteristics, product availability and identification of flaws/defects

Clause 4

Delivery, exclusion of liability for late delivery, right of withdrawal for single purchases

Clause 5

Complaints about flaws/defects under penalty of forfeiture, returns and exclusion of the Client’s right of recourse

Clause 6

Prices and Payment - Express termination clauses - Suspension of orders - Allocation of payments - Compliance with tax and customs dues

Clause 7

Client’s obligations in the event of retail sale of the products

Clause 12

Language, Applicable law and Competent court with exclusive jurisdiction

DATE_____________________________________

CLIENT'S STAMP & SIGNATURE

YALI STAMP AND SIGNATURE