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1) The contract between SCRAMBLED EGO S.R.L. (hereinafter referred to as “Vendor”) and the customer (hereinafter referred to as “Purchaser”) regarding the sample sale (pursuant to Section 1522, paragraph 2 of the Italian Civil Code to which we refer) of clothing items (hereinafter referred to as “Contract”) shall be fully governed by these General Terms of sale (hereinafter referred to as “General Terms”).

2) This order proposal (hereinafter referred to as “Order”) will be deemed as accepted by tacit agreement from SCRAMBLED EGO S.R.L., unless rejected from the latter by written communication within 45 (forty five) days from the signing by the Purchaser (hereinafter referred to as “Deadline”).

3) The Order is a firm and irrevocable proposal and any annulment by the Purchaser is void, pursuant to Section. 1329, Paragraph 1 of the Italian Civil Code
4) Possible replenishment or extra orders shall be submitted to these General Terms. Similarly, the Purchaser approves starting from now on all the clauses, none excluded, which are provided in these General Terms. That applies also in case of further replenishment orders, for a maximum of two seasons plus the one considered in that document.

5) Claims or complaints, with regard to the execution of the Contract or alleged faults of the supply, must be notified – otherwise invalid – (i) in writing and at the time of goods delivery (pursuant to Section 9 as specified below), in the event of apparent defects, (ii) by registered letter with return receipt within the time-limit 15 of (eight) days (from the delivery, as mentioned in the following Section 9), in the event of hidden faults. In the absence of these prompt notifications, the good will be considered as accepted in compliance with the order and no warranty is due by the Vendor. No complaint or claim will legitimate the Purchaser to suspend or interrupt the agreed payment. Furthermore the Purchaser expressly waives its right of recourse as specified in the Consumer Code. Should the complaint be grounded, where ascertained through a final sentence, the Vendor shall compensate for the damage by replacing the products with other items identical and/or similar to the sample. Any other compensation for direct/indirect damages by the Vendor is expressly excluded.

6) For any event not being included in Section 5 above, any return or replacement of the goods will be accepted by SCRAMBLED EGO S.R.L.. only if previously checked and authorized in writing by the company itself. In such case, the Purchaser must provide a copy of the authorization together with its transport document (D.D.T., with the indication of the transport document number of SCRAMBLED EGO S.R.L. or invoice number). Transport costs for returned or replaced goods will be paid by the Purchaser.

7) The garments will be manufactured using the same materials with which sample models have been made, with the exception of (tolerance of use) colours and the characteristics of the materials used. SCRAMBLED EGO S.R.L. is entitled to make non-significant changes to the proposal during the execution of the contract within the limit of usage of the items and garments ordered. The Vendor does not guarantee neither the same colours for knits, shirts, skirts and trousers nor the simultaneous shipping of various purchased models, unless such items are marked in the Order or in the reception all with a single number. In case of supply difficulties, the Vendor may unilaterally decrease the supply indicated in the purchase Order.

8) Prices include the cost of packaging until the Purchaser’s domicile. Taxes and duties, which are applicable at the time of delivery, shall be paid by the Purchaser.
9) By delivering the products to the carrier or to the station of departure, the delivery by the Vendor to the Purchaser will be considered as correctly performed. Transport expenses shall be borne exclusively by the Purchaser. Products will be transported entirely at the Purchaser’s own risk. Once the Vendor has delivered the goods to the shipper, the Purchaser becomes owner of such goods and has the obligation to pay the price established in the conditions agreed by the parties in favour of SCRAMBLED EGO S.R.L.. As a consequence, it is clear that, in case of loss or damages to transported goods, delays in delivery until destination or failure in performing the delivery, the Purchaser will not be entitled to make complaints and/or claim and/or expect anything from the Vendor.

10) The delivery by the Vendor to the shipper shall be made within the deadline specified in the Contract. A margin of 20 (twenty) working days is granted to SCRAMBLED EGO S.R.L. Only on expiry of that period, the goods could be delivered by the Vendor to the shipper with a delay. In case of a late delivery, the Purchaser is entitled to have the contract rescinded, only after having encouraged the Vendor to fulfil his obligations by sending a registered letter with return receipt, pursuant to art. 1454 of the Italian Civil Code.

11) Except for the provisions in art. 1-bis R.D. 929/1942, the Purchaser undertakes now and for the future, not to use, for whatever marketing initiative or event, the brand which identifies the items bought, and, in general, all the brands, of which SCRAMBLED EGO S.R.L. is owner or licensee (shortly the “Brands”), unless differently specified by the same company. The Purchaser shall not reproduce on its letterhead and shall not use for its marketing initiatives, etc., such Brands without the prior written consent of the Vendor. In any case, the Purchaser is entitled to use the Brands only for merely descriptive purposes and shall not affect the industrial property rights of the Vendor.
12) Should the Purchaser pay the amount due in delay, the Vendor will be entitled to charge the interests with an increased legal rate according to artt. 4 and 5 Leg. Decree 9.10.02, n. 231

(Implementation of Directive 2000/35/CE on combating late payment in commercial transactions), without prejudice to the Vendor’s right to receive a compensation for the damages suffered.
13) Should the Purchaser be defaulting, SCRAMBLED EGO S.R.L. . reserves the right, at its discretion, to demand the Contract fulfilment or termination, without prejudice to the Vendor’s possibility to rely upon the provisions of art. 15 in relation to the compensation of the damages suffered, and without prejudice to the right to immediately dispose of the products, which were not collected by the Purchaser or not delivered to the latter for reasons not attributable to the Purchaser. Should the suspension of the Contract execution be attributable to unforeseeable circumstances or force majeure, otherwise due to the Purchaser’s fault, the delivery terms are deemed extended for a number of days equivalent to the duration of suspension and the Vendor will be entitled to replace the products ordered by the Purchaser with other similar products.

14) In case of a delayed payment of the goods, the Purchaser shall pay the Vendor, according to article 1382 of the Italian Civil Code, a penalty amounting to 5% of the supply value for each day of delay, without prejudice to the right of SCRAMBLED EGO S.R.L. to be compensated for the further damage and to the application of the provisions in sub art. 12 above.
Should the Purchaser refuse to receive the goods ordered, otherwise should the order subject to this Contract be cancelled before the Vendor delivers the goods to the shipper, otherwise should the products not be delivered to the shipper by the Vendor due to the Purchaser’s fault, the goods will be returned as a property of SCRAMBLED EGO S.R.L. and the Purchaser shall pay the Vendor a penalty amounting to 40% of the supply value, without prejudice to the right of SCRAMBLED EGO S.R.L. to be compensated for the further damage and to the application of the provisions in sub art. 12 above.

15) The Vendor reserves the right, not to execute the Contract, if the Purchaser does not pay within the agreed deadlines and/or if the Purchaser failed to comply with even a single payment deadline, in orders different from those subject to the Contract; the same applies in all those cases, in which the Vendor becomes aware of detrimental events concerning the Purchaser, which could potentially prevent the regular flow of payments (such as, merely as an example: protests, seizure of financial assets, judgement mortgages, etc.).

16) Should detrimental events concerning the Purchaser occur, SCRAMBLED EGO S.R.L. shall apply the acceleration clause for the debtor Purchaser, pursuant to art. 1186 of the Italian Civil Code, and demand the immediate payment of the amount due by the Purchaser itself.

17) The Vendor does not grant any right of exclusivity to the Purchaser in relation to the sale of the items covered by the Contract and its projects in general, unless differently agreed in writing.
Circumstances and events resulting in a situation of apparent exclusivity, cannot determine any right or expectation for the Purchaser.

18) Each party shall be entitled to suspend the performance of its contractual
obligations in the event that such performance is rendered impossible or unreasonably onerous because of circumstances beyond its control (for example: strike, lockout, fire, epidemics, war, uprisings, revolutions, power failures, serious difficulties in raw materials supply, etc.).

19) The Purchaser allows the Vendor to process his personal data for statistical purposes pursuant to Law 675/96 and subsequent amendments ex Leg. Decree 196/03.
20) Modifications or derogating additions to the contract or any communication shall be
made in writing or shall have no validity.
21) Should any dispute arise in relation to the validity, interpretation and implementation of the Contract or somehow related to the Contract, the parties agree to use exclusively the jurisdiction of the Tribunal of Ancona.

The Purchaser declares to have received a copy of the Order, and expressly agrees with the present General Conditions and its content.

Date, stamp and signature of the legal representative pro-tempore

Pursuant to articles 1341 and 1342 of the Italian Civil Code, the Purchaser approves, specifically, the following provisions of the General Conditions of Sale: art. 2; art. 3; art. 5; art. 6; art. 7; art. 9; art. 10; art. 11; art. 13; art. 14; art. 15; art. 16; art. 17; art. 21.