TERMS & CONDITIONS OF USE OF THE SITE
 

B2C

1.    FOREWORD
1.1.    The site linked to the domain name "www.fullspeedahead.com" (hereinafter, the "Site"), owned by F.S.A. S.R.L. (VAT n. 03554300966), with registered office in 20123 – Milan (MI), Via Francesco Petrarca, no. 4, Italy (hereinafter, the “Company”), is dedicated to the presentation of the Company and the sale of high-quality components for road and mountain bikes (hereinafter “Products”).
1.2.    The present terms and conditions of use of the Site (hereinafter, "TCU") regulate the terms and conditions under which the Company grants the users of the Site (hereinafter, "Users") the right to browse the Site and use the services it offers.
1.3.    Browsing, registration to the Site, subscription to the newsletter and using the Site's contact form are subject to acceptance of the TCU, the privacy policy [in hypertext link that refers to it] (hereinafter, "Privacy Policy") and the cookie policy [in hypertext link that refers to it] (hereinafter, "Cookie Policy"), acceptance of which is deemed to be definitive when the User consults any page of the Site.
1.4.    If the User does not wish to accept these TCU, the Privacy Policy and the Cookie Policy, it is sufficient for the User not to navigate on the Site.
1.5.    Besides this TCU are published on the Site specific Terms & Conditions for consumers that are interested to purchase products by means of the e-commerce platform present on the Site [“Terms & Conditions for consumers” in hypertext link that refers to it].
1.6.    Moreover, in this Site are published specific Terms & Conditions for Business to business dedicated to Company’s Product purchased by any means (by telephone, FAX, internet or verbally) by professional consumers [“Terms & Conditions for Business to business” in hypertext link that refers to it].

2.    SERVICES PROVIDED THROUGH THE WEBSITE
2.1.    Through the Site, the Company promotes and sells products and services provided by itself or through related companies and may send promotional communications. 
2.2.    Newsletter. By completing the registration procedure for the newsletter offered on the Site and therefore authorising the Company to process the data provided, the User accepts to receive messages, including advertising messages processed also by means of automatic third-party message sending tools. The User may unsubscribe at any time from the newsletter by clicking on the appropriate link at the bottom of the messages or by accessing the "newsletter" section of the Site and selecting the appropriate options. The Site's newsletter service is not intended for minors under 16 years of age or who require parental consent for processing of their personal data or requires for the processing thereof under other local laws. For further information in this regard, the User is invited to consult the "Minors" section of the Privacy Policy [in hyperlink to it].
2.3.    Contact form. The User may contact the Company to request information by filing the contact form provided on the Site and authorising the Company to process the data provided. The Site's contact form service is not intended for minors under 16 years of age or who require parental consent for processing of their personal data or requires for the processing thereof under other local laws. For further information in this regard, the User is invited to consult the "Minors" section of the Privacy Policy [in hyperlink to it].
2.4.    Sale of the Products. Through the Site, the Company sells the Products both to consumers and professionals. The sale of the Products to consumers is governed by the B2C terms and conditions of sale [in hyperlink to it] (hereinafter, “B2C T&C”). The sale of the company's products to professionals is governed by the B2B terms and conditions of sale [in hyperlink to it] ((hereinafter, “B2B T&C”).

3.    WEBSITE REGISTRATION
3.1.    The registration on the Site is free of charge and is not mandatory to browse the Site.
3.2.    To register, the User must complete the registration form by entering his first name, last name, email, telephone number, address, password and click on “SUBMIT” at the bottom of the form. The registration will be confirmed to the User by email.
3.3.    The registration credential may only be used by the User and may not be shared to third parties. The User undertakes to keep them secret and to ensure that no one has access to them. The User shall inform the Company immediately of any suspected misuse and/or disclosure.
3.4.    The User guarantees that the personal information provided during the registration process are complete and true. The User undertakes to indemnify the Company from any obligation to pay damages and/or penalties resulting from the User’s breach of the rules of the registration to the Site.

4.    AUTHORISED USE OF THE WEBSITE
4.1.    Without prejudice to the conclusion of sales contracts in accordance with the B2C T&C, the Company authorises the User to view and consult the Site exclusively for personal and non-commercial use and for the solely purposes of these TCU.

5.    PROHIBITED USE OF THE WEBSITE
5.1.    The User may not modify, publish, reproduce, licence, transfer, republish on third party sites, sell the services, documents, images, texts or content published on the Site, unless expressly authorized to do so by the Company.

6.    USER RESPONSIBILITY
6.1.    The User agrees that he/she shall be solely responsible for any breach to comply with the obligations set out in these TCU and for the consequences of any such breach.
6.2.    The User who uses the newsletter and/or the contact form on the Site is obliged to provide true, correct, verifiable and updated personal data. Furthermore, he/she acknowledges that he/she is solely responsible for the data provided, whether it be personal data, photos, comments or other, and releases the Company from any liability.

7.    INTELLECTUAL PROPERTY
7.1.    The User acknowledges that the name and trademark "FSA" and “FULL SPEAD AHEAD” (and any graphic variant thereof), as well as any other distinctive sign used as proprietary on the Site, as well as the software underlying the Site, the design of the pages and their elements, and the texts are subject to the exclusive rights of the Company or related companies (hereinafter, "Intellectual Property").
7.2.    The User of the Site acknowledges the validity of the Intellectual Property and undertakes not to contest it and acknowledges that he/she has no right to all or part of the Intellectual Property.
7.3.    The Site may contain intellectual property rights of third parties, which the User undertakes to respect.
7.4.    The User is prohibited from using the trademarks referred to in article 7.1 of these TCU in the User’s or third party business name, company name or trademark(s), even in combination with other names, terms and/or words. The User is also prohibited from registering or attempting to register all or part of the Intellectual Property.
7.5.    If the User will publish on the Site any digital content, this will be considered originally exclusive property of the Company which shall have the right to use it worldwide and forever for commercial and non-commercial purposes.

8.    WARRANTY
8.1.    The Site and the services provided by it, which are provided on an "as is" and "as available" basis, do not warrant to the User that the use of the Site will be uninterrupted, timely, secure, or error-free, or that any information obtained by the User as a result of the use of the Site will be accurate or reliable, or that defects in the operation of the Site will be corrected.
8.2.    The Company shall not be liable, either to the User or any parties directly or indirectly connected to the User, for any damage, claim or loss resulting from the inefficiency or suspension of the Site caused by the User or any third party or due to force majeure or unforeseeable circumstances. 
8.3.    The existence of a hypertext link to the Site from another third party website, or pointing from the Site to another third party website, does not imply that the Company endorses or accepts any responsibility for the content or use of the sites so linked. 
8.4.    The Company reserves the right, at any time, without any form of prior notice and without any obligation to provide compensation and at its sole discretion, to close the Site and/or make any changes and/or additions to its content that it deems appropriate.

9.    LIMITATION OF LIABILITY
9.1.    No conditions, warranties or other terms apply to the Site except as expressly set out in these TCU.
9.2.    To the extent permitted by law, the Company shall not be liable to the User for any direct or indirect or consequential loss that he or she may suffer from the use of the Site, including loss of profit, absence of profit, damage to image or reputation and others.

10.    PRIVACY
10.1.    The User's personal data will be processed by the Company in accordance with the current legislation on data protection.
10.2.    For further information, including the purposes of the processing, please refer to the Privacy Policy [insert hyperlink to the Privacy Policy] and the Cookie Policy [insert hyperlink to the Cookie Policy].

11.    APPLICABLE LAW AND DISPUTE RESOLUTION
11.1.    These TCU are governed by Italian law. Any disputes that may arise between the Company and the Users in connection with or related to the use of the Site, if it cannot be resolved amicably, shall be subject to Italian jurisdiction and shall fall under the exclusive territorial jurisdiction of the Court of Milan, without prejudice to the consumer jurisdiction, where applicable by law.

12.    FINAL PROVISIONS
12.1.    These TCU abrogate and replace all previous agreements, understandings, negotiations, whether written or oral, between the parties.
12.2.    In the event that one or more provisions of the TCU are deemed or declared invalid by law, the other provisions shall remain in full force and effect.
12.3.    Failure by User or the Company to exercise at any time the rights recognised by one or more of the provisions of these TCU shall not be construed as a waiver of such rights, nor shall it prevent the User or the Company from subsequently demanding compliance with such rights.
12.4.    These TCU may be updated, please refer to the published version and date of update.

B2B

Art. 1. SCOPE OF APPLICATION

1.1 These general sales conditions Business to Business (hereinafter, “T&C – Business”) are to be understood as and are an integral part of all order proposals, estimates and all sales contracts  (hereinafter, the "Contract(s)") concluded between the seller F.S.A. S.r.l. (VAT No.: IT 03554300966), with registered office in Milan, Via F. Petrarca, 4 and head office in Busnago (MB), 20874, Via Del Lavoro n. 56, in the person of its legal representative pro tempore (hereinafter "FSA" or the "Seller") and the purchasing company/professional customers (hereinafter the "Customer"), the subject matter of which is the sale and related delivery of products by FSA to the Customer (hereinafter jointly the "Products").

1.2 These T&C – Business shall prevail over any deviating clauses included in forms or other documents prepared by the Customer, even if the Seller has not expressly objected to their applicability. Waivers of these general conditions shall only be binding on the Seller if they have been accepted by the latter in writing, such as in the Customer’s Order Confirmation that so shall prevail on this T&C – Business.

1.3 If, during the performance of a Contract, one or more of these general conditions become, for whatever reason, invalid or ineffective, the other conditions shall continue to apply.

1.4 These T&C - Business of FSA are binding for all Customers:

a.           from the moment of their receipt or publication on the Seller’s web site and therefore even if not specifically signed in writing;

b.           also for orders placed before the date of dispatch of the same;

c.           also in revisions that may be communicated in the future;

d.           also for past or future Contracts that do not expressly refer to these General Sales Conditions.

Art. 2. CONCLUSION OF THE CONTRACT

2.1 The conclusion of the individual sales contract with the Seller is characterised by three stages and, only upon completion of the third stage, the agreement is concluded and binding:

STAGE 1: the Customer sends an enquiry, also by email, to FSA indicating the products he would like to purchase;

STAGE 2: FSA sends the Customer an order proposal ("FSA Order Proposal") containing a list of the goods to be supplied, the expected delivery date, and the price of the goods;

STAGE 3: the Customer accepts the FSA Order Proposal (without amendments), which then becomes a Contract, either by a simple confirmation by email from the Customer, even if drafted by a person without authority to represent the Customer (the text of the email may for example be: "we approve the order proposal you have sent us") or by the return of the signed FSA Order Proposal. Upon completion (date of receipt of email confirmation, or signed FSA Order Proposal) of this Stage 3, the FSA Order Proposal becomes the "Customer’s Order Confirmation".

The Contract shall therefore be deemed concluded on the date of receipt of the communication from the Customer who, by sending his acceptance, also accepts these T&C – Business.

If the Customer communicates that he accepts only part of an FSA Order Proposal or returns it signed with total or partial changes, this communication will not constitute a Customer’s Order Confirmation, and therefore no Contract will be concluded, but will start a new STAGE 1 i.e. a new initial proposal by the Customer which will have to generate a new FSA Order Proposal.

2.2 FSA, before concluding the Contract, can always revoke or modify the Order Proposal and in any case is not bound to it until it receives the Customer's Order Confirmation.

2.3 Any FSA Order Proposal shall be deemed automatically expired if it is not expressly accepted by the Customer (reception) within a period of 10 (ten) working days from the date of receipt by the Customer of the FSA Order Proposal, unless FSA indicates otherwise.

Customer’s Order Confirmations received by FSA later than 10 working days after the Customer's receipt of FSA Order Proposal have no effect for FSA, unless otherwise agreed in writing. This clause is for the exclusive benefit of FSA, which exclusively (and therefore not the Customer) may object to the invalidity of the conclusion of a Contract on the grounds that the Order confirmation was received more than 10 days after the date of delivery of the FSA Order Proposal.

Art. 3. PRICES

3.1 The prices of the Products (hereinafter “Price” or “Prices”) are indicated in the FSA Order Proposal and in the corresponding Customer’s Order Confirmation. Prices are exclusive of any charges, taxes or duties. Any customs duties, insurance and/or packaging costs of following art. 3.2 shall be borne exclusively by the Customer. Unless otherwise agreed upon in writing between the parties, Prices quoted in a Seller's offer shall not be binding for subsequent offers.

3.2. Packaging Costs. The costs applied by FSA to the Customer for the packaging of the Products are listed below:

3.2.1. box: € 0.50/box;

3.2.2. standard pallet (shipments within the EU): € 8.00/standard pallet;

3.2.3. EPAL pallet (fireproof – shipments outside the EU): € 23.00/EPAL pallet.

The Customer agrees to bear these costs in addition to the Price of the purchased Products. These costs will be detailed and specified in each invoice issued by FSA to the Customer. In the event of changes in packaging costs, the Customer will be informed in advance by FSA, and the modification will apply only to orders placed after the communication of such change.

3.3. FSA Price List. The FSA price list in effect in the month of the expected delivery, as indicated in the Customer’s Order Confirmation, or in the month of the actual delivery, if later than that indicated in the Customer’s Order Confirmation, is the document that determines the final price payable by the Customer for the purchase of the Products referenced in the Customer's Order Confirmation. The Seller will communicate the current price list to the Customer each year.

3.4 Price Reviews. FSA may also review the price:

3.4.1. if the Customer so requests, the Product is to be delivered within a shorter period than originally agreed or extended; or

3.4.2. if the expected delivery date of the Products indicated in the FSA Order Proposal applies a price list that differs from the price list in force on the date on which the FSA Order Proposal, which is the subject of the Customer’s Order Confirmation, is sent. In the event that delivery is scheduled for a date several months after the date of the Customer’s Order Confirmation, it is possible that the cost of raw materials and/or the cost of transporting the products will change in excess. This happens due to fluctuations in the value of the currency, or due to scarcity of raw materials, or shortages in transport. The Customer is aware of this risk of upward price fluctuation and therefore accepts the variation in the price of the goods.

The point in time at which the change in the price list should be assessed is the date of actual delivery of the goods.

3.5 Price variations of less than 25%. In the event of a variation in the price of the Customer's Order Confirmation of up to 25% more than the price indicated in the Customer's Order Confirmation, the Customer hereby agrees to undertake to pay such price and thus to accept the sale of the Products at the increased price.

3.6 Price changes of more than 25%. If the price changes by more than 25% compared to the price in the Customer’s Order Confirmation, the Customer may withdraw from the agreement by means of a communication to be sent within 5 working days from the reception of the price increase communication by FSA.

Art. 4. DELIVERY

4.1 Delivery location. Unless otherwise agreed in writing in the FSA Order Proposal, the delivery of the products will be made in accordance with the Incoterms 2020 clause EXW (Ex Works), with the transfer of risks and transportation costs to be borne by the Customer from the moment the goods are made available at the Seller's premises.

4.2 Delivery terms. Unless otherwise expressly agreed in writing, the delivery terms indicated in the FSA Order Proposal are to be considered as merely indicative. This is because the Customer is aware and accepts the fact that there is often greater demand than supply of the Products, that there is a crisis of raw materials and transport. Therefore, even if a delivery date is indicated in the FSA Order Proposal, the same is to be considered as merely indicative and not exhaustive and may also be derogated unilaterally by FSA due to market requirements.

4.3 Delivery terms shall commence on the day of conclusion of the Contract in accordance with the above-mentioned Article 2. If payment is to be made upon ordering (i.e. a bank guarantee is to be provided), the delivery terms shall start upon receipt of the payment or the guarantee. Any changes to the Products agreed with the Customer will trigger a new delivery term.

If the Seller is prevented from complying with the delivery terms due to:

a.    delays, slowdowns, suspensions and interruptions of work not attributable to the Seller itself;

b. pandemics, strikes, lock-outs, labour unrest, fires, floods, earthquakes, adverse weather conditions, measures taken by public authorities, power cuts, non-delivery or delayed delivery by suppliers, interruption or suspension of transport or energy, unavailability or scarcity of raw materials, machine stoppages or breakdowns as well as any other event of fortuitous circumstances or force majeure beyond the reasonable control of the Seller, the commencement of the delivery terms shall be suspended from the day the Customer is notified of the impediment and until further notice given by the Seller.

4.4 Absence of warranty by FSA for delivery delays. Any delay in delivery with respect to the deadline indicated in the Customer's Order Confirmation, even if not due to force majeure, shall not entitle the Customer to terminate the Contract or claim compensation for damages, whether direct or indirect, nor shall it entitle the Customer to discounts.

4.5 Exception in the delivery of products. FSA is entitled not to deliver the Products in the event that the Customer has not paid in full the price established for the Products to be delivered or is in delay with the payment of other supplies under other purchase agreements, even if different from the one relating to the Products to be delivered, and/or there are factual elements capable of proving the Customer's possible insolvency. The Customer acknowledges, accepts and renounces to claim any contractual or pre-contractual damage in the event that FSA does not deliver the Products as a consequence of the non-payment, even partial, of the price and/or for the suspected insolvency.

Art. 5. PACKAGING AND TRANSPORT

5.1 The Seller uses only standard packaging for its Products.

5.2 Safe the provision of art. 3.2., any special packaging (different from the packages of previous art. 3.2.) requested by the Customer will be charged to the Customer.

5.3 If the Seller has assumed the transportation costs, any increase in the costs of transport occurring after the day of conclusion of the Contract and any costs and taxes inherent in and consequent upon the transport shall be borne by the Customer, who, as of now, agrees to pay, even in advance of delivery of the Products, such higher costs.

Art. 6. PAYMENTS

6.1 Payment term and place of payment. The Customer shall pay the Price within the term indicated in the FSA Order Proposal. The place of payment is, for all intents and purposes, the registered office of the Seller, regardless of the agreed payment method.

Unless otherwise agreed in writing, the invoice related to the Customer's Order Confirmation will be sent by the Seller to the Customer exclusively in electronic format or via email.

6.2 Interest for late payments. In the event of total or partial delay in payments, the Customer shall pay interest on the outstanding amount at the rate set out in the Italian Legislative Decree 231/02 and subsequent amendments.

6.3 Payment by instalments. In the case of agreed payment by instalments, failure to pay even a single instalment shall cause the Customer to forfeit the benefit of the term pursuant to Article 1186 of the Italian Civil Code and the Seller's entire claim shall become immediately due and payable, without prejudice to the Seller's other rights.

In the event of termination of the Contract for breach of contract by the Customer, the price instalments paid shall be acquired by the Seller pursuant to Article 1526 of the Civil Code, without prejudice to the right to compensation for further damages.

6.4 Consequences arising from failure or delay in payment of the Price. Non-payment or delayed payment of any sum due by the Customer, even if relating to different business relationships with the same Seller, entitles the Seller to:

6.4.1 suspend the supply of Products as well as the preparation and delivery of Products covered by other orders of the Customer;

6.4.2 modify the terms of payment, including the possibility of requiring special warranties;

6.4.3 declare the Contract terminated for breach of contract by the Customer pursuant to Article 1456 of the Civil Code;

6.4.4 claim compensation for damage suffered as a result of non-payment or delayed payment and the effects thereof;

6.4.5 take back Products already delivered and not fully paid for by the Customer;

6.4.6 retain, by way of indemnity, any sums already received, without prejudice, in any event, to compensation for any greater damages.

6.5 Expenses for recovery of credits. Expenses (taxes and professional fees) incurred by the Seller in recovering sums owed by the Customer shall be borne exclusively by the Customer.

6.6 Delivery suspension. The Seller is also entitled to suspend the preparation and delivery of the Products if the Seller, at its own discretion, has reason to believe that the Customer may not fulfil its obligations properly.

6.7 Claims for breach or non conformity of Products. Any claim for breach and/or non-conformity of the Products delivered by the Seller shall not entitle the Customer to suspend the payments for the disputed Products and/or any other Products delivered by the Seller. The Customer agrees that their right to dispute the fulfilment of a specific order or any defects, faults, or delivery delays of Products is contingent upon the absence of outstanding debts to the Seller, including those related to sales contracts other than the one under dispute.

6.8 Warranty attesting the financial capacity of Customer. Without prejudice to any right assumed by the Seller in these T&C - Business, the Customer undertakes to provide, at the first request of the Seller, a suitable guarantee attesting to its financial capacity to support the commitments assumed in the Contract. Failure or delay on the part of the Customer to provide the guarantee required pursuant to the foregoing shall entitle the Seller to terminate the Contract for non-compliance pursuant to Article 1456 of the Civil Code.

Art. 7. PRODUCT VERIFICATION, COMPLAINTS AND WARRANTY

7.1 The Seller warrants, also pursuant to Article 1490 of the Civil Code, that the Products delivered are free from defects that make them unsuitable for their intended use or appreciably reduce their value.

7.2 The Customer is obliged, also pursuant to art. 1495 of the Civil Code, within the mandatory term of 1 (one) day from delivery of the Products, to check the weight, dimensions and quantity declared by the Seller as well as the relative functioning. Any apparent defects must be reported to the Seller within 8 (eight) days of the expiry of such period, on penalty of forfeiture. Without prejudice to the foregoing, any other defects or hidden faults in the Products must be reported, under penalty of forfeiture, within and no later than 8 (eight) days of their discovery. In any case, the guarantee action pursuant to Article 1495 of the Civil Code shall be time-barred within one year from delivery.

7.3 In the case of Contracts concluded through intermediaries (such as agents or distributors), also in derogation of Article 1745, first paragraph, of the Civil Code, the Customer's complaints must be made in writing exclusively to the Seller, by means of Certified E-mail at fsa.srl@pec.it or by registered letter with return receipt.

7.4 Unless otherwise agreed in writing, the Seller does not warrant in any way that the Products are designed for a specific use and therefore the Customer assumes all risk and liability for events occurring as a result of the use of the Products, either alone or in combination with other products. The warranty does not apply to Products that have been tampered with or modified without the prior consent of the Seller or used in a manner that does not comply with the technical specifications provided by the Seller. The Seller's warranty does not cover any alterations that may occur to any part of the Products as a result of the substances with which they come into contact, or any damage, defects or alterations caused by defective storage of the Products delivered. The Customer is aware that the Products supplied by the Seller may be composed of delicate materials such as carbon-fiber; consequently, the Seller's warranty shall not apply to Products which after delivery have been subject to impact, even of a minor nature, by the Customer or the Customer's customers, either because they have been dropped on the ground or because they have been used by the end user in such a way that they impact other goods in the course of their use.

7.5 If the Customer receives complaints from its customers about hidden defects in the Products, it shall refrain from making any acknowledgement, offer or payment and shall immediately send the Seller a strictly confidential report containing a detailed description of the defects found and all data necessary to identify the relevant batch, date and place of delivery. It shall also ascertain whether the goods have been subjected to impacts in such a way that the Seller's warranty does not apply.

7.6 The Products contested by the Customer shall be kept at the Seller's disposal for possible investigations, without prejudice to the Customer's burden of rigorously proving his claims. The disputed Products may not be returned to the Seller without its authorisation. The Seller shall, within 60 (sixty) days following receipt of the report, inform the Customer in writing of the instructions for settling the dispute.

Art. 8 – DISCLAIMER AND LIMITATION OF LIABILITY OF THE SELLER.

8.1 Unless otherwise and expressly agreed in writing and without prejudice to the provisions of the applicable regulations, the Seller provides no warranty as to the accuracy and completeness of all technical information (including, but not limited to, designs, images, drawings, calculations, dimensions, capacity, weight, performance, and models) provided by the Seller in its catalogs, brochures, advertisements, or on its website.

8.2. Except in cases of willful misconduct or gross negligence, the Seller shall not be liable for any damages, direct and/or indirect, incidental and/or consequential, material and non-material, suffered by the Customer due to the Customer’s unwarranted reliance and/or improper use of the contents of the Seller’s catalogs, brochures, advertisements, or website.

8.3 Except in cases of willful misconduct or gross negligence, the Seller does not warrant that the Products are designed for a specific use or that they will achieve a specific outcome. The Customer acknowledges and accepts that the final result from the use of the Product is influenced by multiple variables beyond the control and responsibility of the Seller. Therefore, in the event that the final result does not meet the Customer’s expectations, the Seller shall not be held liable for any direct or indirect damages, incidental or consequential, material or non-material.

8.4 The Parties agree to exclude any right of the Customer to compensation or indemnification, as well as any contractual or non-contractual liability of the Seller for any direct or indirect damages potentially caused by the failure, even partial, of the Seller to send the FSA Order Proposal.

8.5 Except in cases of willful misconduct or gross negligence, the Parties agree to exclude the Seller’s liability for any direct or indirect damages, material or non-material, losses, lost profits, and costs suffered by the Customer due to the failure, partial, and/or incorrect performance, or defects in the Product. The Seller shall not be liable for any damages affecting the Customer’s business activities.

8.6 The Parties agree that, in the event of confirmed invalidity, nullity, or ineffectiveness of the Seller’s disclaimer and limitation of liability clauses, any damages awarded to the Customer for the Seller’s non-performance shall, in any case, be limited to an amount not exceeding the price paid by the Customer for the purchase of the Products in dispute.

Art. 9. PROHIBITION OF SALE

9.1 The Customer with headquarters or offices in a country member of the European Union undertakes not to sell the Products to customers located outside the territories of the member states of the European Union.

9.2 The Customer with headquarters or offices outside the European Union undertakes not to sell the Products to customers located within the European Union.

9.3 Breach of the obligations set out in this Article shall entitle the Seller to claim damages, to terminate the existing Contracts for material breach and may prevent new sales.

Art. 10. PENALTIES

8.1 If the Customer fails to collect the Products or otherwise defaults on the Contract, the Customer shall be liable to pay a penalty equal to 30% (thirty percent) of the value of the Products, without prejudice to the Seller's right to claim payment of the price or to terminate the Contract and without prejudice to the right to claim damages. The same penalty shall apply to the Customer even if the latter requests early termination of the Contract and the Seller accepts it.

Art. 11. RETENTION OF TITLE

11.1 Pursuant to Article 1523 of the Italian Civil Code, the Products shall remain the property of the Seller until they are fully paid for and, in the case of cheques or bills of exchange, until they are cashed, even if the documents are delivered in advance.

Moreover, it is understood that, regardless of the date of transfer of ownership, the risks are in any case transferred to the Customer from the date of delivery of the goods (in the manner specified above) pursuant to Article 1523 of the Civil Code.

11.2 The Customer shall keep the products supplied by the Seller subject to retention of title under this article with the necessary care, ensuring that they are identifiable as the property of "FSA" and are stored in a separate place from other products.

11.3 The Seller is fully entitled to have returned the Products already delivered to the Customer and stored at the Customer's premises in all cases where the Customer is in default of its payment obligations, pursuant to Article 6 above. To this end, the Customer shall allow the Seller free access at all times to its premises or to any place where it stores the Products.

11.4 The Seller has the right to reclaim possession of the unpaid Products held by third-party purchasers of the Customer or to demand direct payment of their price from them. If the Products have been transferred to third parties in good faith, the Seller’s right of claim will primarily target the price collected by the Customer. In case the Products have been incorporated into other goods, the Seller's right will be exercised, in proportion to their value, on the Product into which they have been incorporated, both against the Customer and the third-party purchaser of the Customer.

11.5 In any case, the Products under retention of title pursuant to the previous Article 11.1 may not be seized or pledged, and their ownership may not be transferred to third parties as collateral.

Art. 12. INTELLECTUAL PROPERTY

12.1 All trademarks, photographs, designs, and packaging affixed to the Products marketed by the Seller and/or present in the Seller’s catalogs and/or sales websites are covered by copyrights owned or exclusively used by the Seller. Any use not provided by law requires prior written authorization from the Seller. All fraudulent uses of such content will be considered acts of infringement and punished in accordance with the law.

12.2 All information regarding know-how and/or trademarks, as well as other technical, commercial, business, or industrial information, that the Customer becomes aware of during any purchase negotiations and/or during the execution of the Contract, must be considered confidential and may not be used, either directly or indirectly, by the Customer except to the extent strictly necessary for the proper execution of the Contract. Nor shall it be disclosed to third parties without prior written authorization from the Seller that is the exclusive owner.

Art. 13. ABSENCE OF EXCLUSIVITY

13.1 The Seller does not grant any exclusive right for the sale of the Products indicated in the offers and its Products in general. Therefore, even in the context of an ongoing commercial relationship, any circumstances that in fact entail a situation of exclusivity shall not give rise to any rights or expectations on the part of the Customer.

Art. 14. FORCE MAJEURE

14.1 The Seller shall not be liable to the Customer for any loss, damage or delay caused by pandemics, strikes, lock-outs, labour unrest, fires, floods, earthquakes, adverse weather conditions, measures taken by public authorities, power cuts, non-delivery or delayed delivery by suppliers, interruption or suspension of transport or energy, unavailability or scarcity of raw materials, machine stoppages or breakdowns as well as any other event of fortuitous circumstances or force majeure beyond the reasonable control of the Seller.

14.2 The Seller shall promptly notify the Customer of the force majeure he intends to invoke, identifying the details of the event invoked, its consequences and its foreseeable duration. The Customer shall be entitled to withdraw from the Contract(s) concluded with the Seller if the duration of the impediment extends beyond 6 (six) months.

14.3 In the case that the event of force majeure is invoked by the Customer, the Seller shall be entitled to withdraw from the Contract(s) concluded with the Customer or to suspend the supply of the Products if the duration of the impediment exceeds 60 (sixty) consecutive days.

Art. 15. SUPERVENING IMPOSSIBILITY AND DIFFERENT PERFORMANCE

15.1 If, during the performance of the Contract, the production of a specific raw material or the use of a specific technical process ceases, so that the Seller is absolutely unable to deliver the agreed Product, the Seller shall be entitled to examine with the Customer the possibility of delivering a similar product, the price of which shall be determined by the FSA price list in force at the time, or, in the event of disagreement, to cancel the sale.

Art. 16. TERMINATION

16.1. The Seller shall have the right to terminate the individual Sales Contract pursuant to and for the purposes of Article 1456 of the Italian Civil Code by simple written notice sent via certified email (PEC), regular email, or registered letter with return receipt to be sent to the Customer, upon the occurrence of one of the following events:

16.1.1. failure to pay the Price indicated in the Customer’s Order Confirmation within the term specified in the previous Article 6.1;

16.1.2. breach by the Customer of the provisions of Articles 12.1 and/or 12.2;

16.1.3. failure by the Customer to collect the Products within the term specified in Article 4.2; 16.1.4. failure of the Customer to provide suitable guarantees demonstrating its financial capacity to fulfill the commitments undertaken in the Contract pursuant to Article 6.8;

16.1.5. breach by the Customer of the provisions of Article 9 (Prohibition of Sale);

16.1.6. breach by the Customer of one or more of the obligations imposed on them under these T&C - Business, where the Customer does not remedy such non-performance within 20 (twenty) days from the date of receipt of a specific written notice from the Seller detailing the breach with a formal demand to fulfill.

Art. 17. EXCLUSIVE JURISDICTION

17.1 All disputes concerning the interpretation, execution of these T&C - Business, and the interpretation and/or execution, termination, claims for damages, and any other disputes related to or connected with the contractual relationship shall be subject to the exclusive jurisdiction of the Court of Milan, Italy.

17.2. As a partial exception to the preceding paragraph, the Seller shall have the right, at its discretion, to bring an action before the court where the Customer's headquarters are located.

Art. 18 – APPLICABLE LAW

18.1 These T&C - Business and the related Contract are governed exclusively by Italian law excluding the conflict of law provisions.

18.2 For matters not expressly regulated by these T&C - Business, the provisions of the Italian Civil Code shall apply.

18.3 The Parties, in the case of an "international sale," expressly agree to exclude the application of the Vienna Convention (CISG 1980), and the related Contract shall be governed exclusively by Italian law, excluding the conflict of law provisions.

***

SIGNATURE OF CUSTOMER:

Date:                   ___________________

Signature:          ___________________

Pursuant to Article 1341 of the Italian Civil Code, the Customer, by receiving this document, declares that he specifically approves the following clauses:

Price variation clause:

art. 3.3. (FSA Price List);

art. 3.4. (Price Revision);

art. 3.5. (Price Variation below 25%);

art. 3.6. (Price Variation above 25%).

Liability limitation clauses:

art. 4.4 (No Seller’s warranty for delivery delays);

art. 4.5 (Exceptions in the delivery of Products);

art. 7.4 (Liability for the use of products rests with the Customer);

art. 7.7 (No Seller’s liability for Product information); art. 8 (Seller’s disclaimer and limitation of liability); art. 14.1 (No FSA liability for force majeure);

art. 10 (Penalty Clause).

Restriction on contractual freedom in dealings with third parties:

art. 9.1 (Restriction for EU Customer on selling Products to non-EU customers);

art. 9.2 (Restriction for non-EU Customer on selling Products to EU customers).

Right/prohibition of suspension:

art. 6.2 (Consequences of non-payment or delayed payment of the Price);

art. 6.5 (Suspension of preparation and delivery of Products);

art. 6.7 (Disputes over non-performance and/or non-conformity of Products).

Art. 16 (Termination).

Competent Court:

art. 17.1 (Exclusive jurisdiction);

art. 17.2 (Derogation in favor of FSA of the exclusive jurisdiction).

***

SIGNATURE OF CUSTOMER:

Signature:          ___________________