1 PREMISES – 1.1 The present conditions of sale apply to all supplies of Luxor Spa Products (hereafter “Luxor”). Any general conditions, and in particular the conditions of purchase of the Buyer (hereafter “Customer”), unless expressly accepted in writing by Luxor, shall not bind the latter nor exempt the Customer from the application of the present General Conditions (hereafter GSC)

2 ORDERS – 2.1 The Purchase Orders (referred to as ‘Orders’) are an irrevocable purchase proposal. By placing an Order, customers fully accept the present General Conditions of Sale.

2.2 Orders are considered accepted only after Luxor confirms them in writing. The Order confirmation and/or Invoice issued by Luxor will be considered as confirmation.

2.3 Any changes to the Order requested by the Customer after the sending of the Order Confirmation will only be valid and enforceable after written acceptance by Luxor. Cancellation or modification of Orders without the prior written consent of Luxor, will give Luxor the right to act to obtain reimbursement of the costs incurred, without prejudice to the right to compensation for greater damages.

3 PRICES – 3.1 Luxor products will be invoiced based on the current price list at the time the order is accepted. Prices do not include VAT or any other taxes.

3.2 Prices listed in sales catalogues/lists are merely indicative and may be subject to change due to production cost increases. In such cases, Luxor will inform the purchaser of the price increase and provide the reasons.

4 DELIVERY TERMS – 4.1 The supplies in each individual Order will be delivered within the stated terms in the Order Confirmation.

4.2 Luxor will not be held responsible for delays in delivery that are not caused by Luxor, such as delays by third parties, including suppliers and sub-suppliers, shippers, and causes of force majeure that result in total or partial inactivity of the plants. In the cases mentioned above, the Customer cannot refuse delivery of the goods, even if it is only partial, nor can they use a delay in delivery as a reason to terminate the contract or claim damages.

5 SHIPMENTS – 5.1 The products will be delivered to the ‘Assigned Port’ (Incoterms 2020 EXW), with transport costs and risks borne by the buyer, unless otherwise agreed.

5.2 Even in the case of agreed delivery in “Free Port” (Incoterms 2020 DDP) with costs borne by Luxor, the goods will still travel at the buyer’s risk. Regardless of the delivery terms agreed upon by the parties, the risks will pass to the buyer at the latest with delivery to the first carrier.

5.3 The transfer of ownership of the goods is suspended until the full price has been paid, but this does not affect the transfer of risk to the purchaser.

5.4 If special packaging is required, an additional charge as indicated in the price list or order confirmation will be added to the invoice.

6 PAYMENTS – 6.1 Payments are due as per the terms and manner specified in the order confirmation and/or invoice.

6.2 Unless otherwise expressly agreed, payments must be made to the bank details mentioned in the sales invoice. For payments made from abroad via bank transfer, the OUR option must be selected to ensure that Luxor receives the net amount on the invoice after deducting bank charges and expenses. Luxor does not authorize any third parties, including agents and representatives, to collect money on its behalf.

6.3 The Customer is not permitted to suspend or delay payments, even in the event of claims or complaints of defects, and must adhere to the agreed terms.

6.4 In case of payment interruption or suspension, the Customer will be considered in default. Luxor reserves the right to charge expenses and interest as per Art. 5 and 6 of D.Lgs n. 192/2012, without prejudice to the right to terminate the contract. Delayed payment may also result in Luxor excluding the guarantee for the entire period of delay.

6.5 If the Customer fails to adhere to the agreed payment terms, or interrupts or suspends payment, Luxor reserves the right to suspend any ongoing supplies and/or make the execution of the current order conditional on the payment of the outstanding debt. Luxor may also withdraw from any further contracts with the Customer and cancel any previously granted favourable conditions, such as discounts or free gifts.

6.6 The Customer is not permitted to offset any claims they may have against Luxor with debts they owe to Luxor, unless formally authorised by Luxor

7 EXPRESS TERMINATION CLAUSE – 7.1 Luxor may terminate the contract immediately if the Customer is undergoing bankruptcy or liquidation proceedings, as well as in the event that the Customer is subject to execution proceedings and/or protests and the economic conditions suggest the purchaser is insolvent.

8 WARRANTY – 8.1 Luxor guarantees the conformity of the products supplied, free from defects that could make them unsuitable for their intended use. The guarantee may be invoked if the defect is due to manufacturing errors or defects in raw materials that are the responsibility of Luxor.

8.2 Unless expressly agreed otherwise, the guarantee lasts for 1 year from the date of delivery and is subject to the complaint to be made by filling in the claim request form, within 8 days from delivery in the case of apparent defects, or, in the case of hidden defects, from the time of discovery and in any case no later than 12 months from delivery.

8.3 In the event of non-conforming products, Luxor may, at its discretion, provide the Buyer with replacement products of the same type and quantity free of charge ex works, after verifying the returned products. Any return must always be previously agreed and authorised by Luxor. The goods in question must be returned ‘carriage paid’ along with a note explaining the reason for the return within 30 days of Luxor’s approval. Failure to do so will result in the authorization becoming invalid.

8.4 If Luxor does not recognize the defective products upon verification, it will invoice those sent as replacements. If Luxor does not recognize the defective products upon verification, they will invoice the replacements. If Luxor is unable to replace defective products, they may issue a credit note to the customer for the value of the defective products. This does not imply any responsibility on Luxor for direct, indirect, or consequential damages resulting from or connected to the defects or faults of the products.

8.5 It is important to note that this guarantee does not cover instances where the product has been installed, used or maintained in a manner that is contrary to the instructions and warnings provided in the installation, use, and maintenance manuals that were included with the product. Additionally, any installation or repair work should only be carried out by qualified personnel.

8.6 The guarantee will not apply if the Purchaser breaches their contractual obligations.

8.7 This warranty is the only warranty and replaces any other written, oral or implied warranties. By accepting these General Terms and Conditions, the Purchaser expressly waives any right of recourse arising from the sale and/or installation of the Products to a non-professional consumer.

9 RESERVATION OF PROPERTY 9.1 The sale of Luxor S.p. A’s Products is carried out under reservation of ownership. Therefore the products will remain the property of Luxor S.p.A. until the full payment of the price by the buyer.

10 TRANSFER OF THE CONTRACT 10.1 It is forbidden to transfer the Contract and/or any interest, right and obligation connected to it to third parties without specific written approval by Luxor.

11 PRIVACY – 11.1 The Customer confirms that they have read the information regarding the processing of their personal data, as required by Articles 13 and 14 of Regulation (EU) 2016/679 (GDPR) as amended. The information can be found at https://luxor.it/privacy-policy. By accepting these GTC, the Customer consents to the processing of their personal data.

11.2 Luxor will process the personal data provided by the Customer, including through external parties, to fulfil legal obligations and carry out administrative and commercial tasks related to the contractual relationship.

12 APPLICABLE LAW AND COURT OF JURISDICTION – 12.1 Contract is governed by Italian law. Anything not expressly governed by these GVCs shall be governed by the rules on sale provided for in articles 1470 et seq. of the Italian Civil Code.

12.2 The Parties expressly exclude the application of the Vienna Convention on Contracts for the International Sale of Goods. Any disputes related to the Contract, including those regarding its validity, interpretation, execution, and termination, must be referred exclusively to the Court of Brescia.

12.3 Luxor reserves the right to take legal action at the competent court of the Customer’s location to recover any outstanding debts. The local law will apply in this case.

13 FINAL CLAUSES – 13.1 The possible nullity and/or ineffectiveness of one or more provisions of these GTC shall not affect the validity of the Contract as a whole.

13.2 Any amendment to the Contract shall be valid only if made in writing and signed by authorised representatives of both Parties.

The customer acknowledges that they are not a ‘consumer’ and therefore the provisions of law relating to relations between entrepreneurs and consumers do not apply. The customer declares that they have paid particular attention to the following clauses: Introduction (1.1), Orders (2.1-2.3), Prices (3.2), Delivery Terms (4.1-4.2), Shipping (5.1-5.3), and 6. The following sections require approval: Payments (6.2 – 6.3 – 6.4 – 6.5 – 6.6); 7 Express Termination Clause (7.1); 8. Warranty (8.1 – 8.2 – 8.3 – 8.4 – 8.5 – 8.6 – 8.7); 9. Retention of Title (9.1); 10. Applicable Law and Jurisdiction (12.1 – 12.2 – 12.3); 13 Final Clauses (13.1 – 13.2), and they are to be specifically approved.

These general terms and conditions are published on LUXOR’s website (https://luxor.it/) where they may be consulted, thereby taking full and proper cognisance thereof, pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code.