Premises. These General Sales Conditions (subsequently “General Conditions”) govern the terms and conditions of sale for products and related services marketed by MUSIC & LIGHTS S.R.L. (subsequently M&L), towards its Customers (subsequently Customers), who are based in Italy and/or abroad. The Customer should read carefully these terms and conditions.

1. Field of application. The General Conditions shall be valid for an unspecified length of time and apply to all sales made between M&L and the Customer whose subject matter is the Products. The Customer cannot demand or accept to conditions other than those contained in the General Conditions. Therefore, any conditions set out in writing by the customer on the order shall not be valid, or those in any other phase of the contractual negotiations after the acceptance or knowledge of the General Conditions, as well as any general purchasing conditions of the Customer. To this end, the performance, even partial, of the Order by M&L or fulfilment of any other obligation in terms of the Customer are not valid and cannot be interpreted as tacit or implicit acceptance of any general condition which has not been explicitly signed by M&L. In the event of differences, unless otherwise agreed in writing between the Parties (for example in the sales conditions letter or in a specific contract) these General Conditions shall have precedence.

2. Irrevocability of Orders. The purchase order is irrevocable and binding for the Customer, and shall be considered accepted when the Customer receives formal order confirmation from M&L. Once confirmed, the purchase order may not be cancelled without the prior written agreement of M&L. In this event, M&L shall have the right to request an indemnity for the expenses and costs sustained due to the beginning of the order's execution. The Order is irrevocable by the Customer, even if there is a change in sales prices. If Order confirmation from M&L differs from the Order sent by the Customer, for example, but not limited to the quantity of products, prices, discounts and delivery terms, such confirmation shall be considered as a counterproposal from M&L. It must be expressly accepted by the Customer, for the contract to be considered finalised.

3. Prices. The prices indicated in the M&L catalogues and price lists are merely given as a guideline. They are not binding on M&L in any way, who reserves the right to make changes during the validity period of the catalogues/price-lists themselves due to changes in production costs. Once confirmed according to the procedures set forth in Article 2, the sales prices indicated in the order shall become binding, except in the event of unforeseen increases in production costs beyond M&L control. In this situation, M&L shall inform the Customer of the price increase.

4. Delivery. Products will be delivered to the Customer Ex-woks (Incoterms) from M&L site. The costs of the packaging of the goods will be charged to the Customer, and specified on the invoice under the heading “Logistic Services”. Delivery terms and dates are purely indicative unless explicitly agreed otherwise in written way. In case the execution of the order is prevented by circumstances of force majeure, irregular supply of raw materials or by other unforeseeable circumstances, that have occurred, the terms of delivery shall be considered extended, and the new terms will be notified to the Customer as soon as possible. Goods travel at Customer's own risk, even if sold at free port ( carriage free). Customer shall be responsible for ensuring the good status of the delivered Products. It is Customer's responsibility to affix and make a complaint to the forwarder, meanwhile informing the M&L offices. All the delivered Products will be considered accepted as good, where after it will be denied to the Customer the right to claim defects or damages of Products. Customer expressly relieves M&L of any liability, in case of delay in delivery, damages of Products, deterioration and loss of the Products as soon as they have been delivered to the destination, from the exact moment when the Products are in the hands of the personnel authorized to pick them up or when the delivery place is not controlled or when the delivery place is guarded by the Customer.

5. Complaints / Returns. Customers shall report all complaints to M&L in writing within 8 (eight) days from the date of receipt of the Goods. Return of the Products is not allowed without prior written authorisation from M&L. For failure to obtain such, the goods shall be redelivered to the Customer. In the event of an authorised return, the Products shall be returned carriage paid at the expense and risk of the Customer to M&L warehouses, within a period of 8 days, from the date of receiving authorisation from M&L. The Customer shall be credited for the purchase price of the Products, minus a minimum amount of 20% as compensation for administrative expenses. However, M&L reserves the right not to accept the return or apply a higher percentage for administrative expenses if the goods are returned after the period indicated above. In any case, the return of Products not present in the catalogue in effect at the time of the request to return or for which significant changes have been made to the technical specifications is prohibited.

6. Warranty. Please refer to the General Support, Warranty and Claims Conditions, which the Customer declares to have read, understood and subscribed.

7. Sales and Installation of Products. Resellers who directly or indirectly purchase Products from M&L undertake to comply with the sales prices recommended by M&L. No Product may be exported outside the Country M&L intended it for. The Products must be installed and/or used in compliance with their technical specifications and instructions, set out in the operating manual provided by M&L; they should also be installed and/or used in observance of the Regulations and requirements governing the installation and/or the use of electrical material in force in the Country where the Products are installed and/or used. Customer expressly releases M&L from any liability in case of improper use, failure to comply with safety standards, technical specifications and instructions for use.

8. Payment Terms. Except for other methods that may be agreed between M&L and the single Customer, only in writing, payments should be made via wire transfer upon receipt of M&L order confirmation. The amounts paid as a deposit, are always non-remunerative. These amounts may be withheld according to the Article 1385 of the Civil Code, when the Customer cancels the order, as re-found to the damage suffered, unless further compensation for additional damages. Any deferred payment by letter of credit, cheques, and/or drafts shall be issued and accepted “subject to collection with recourse” and therefore do not constitute payment or novation of the original obligation. The local area agents and representatives of M&L may not collect payments of any kind without written authorization from M&L. Without such authorization, any payment made is at the Customer's own risk. The Customer may not delay or suspend payments for any reason, even if complaints or disputes arise; he can't even take legal action against M&L if he has not first paid off its debt. The Failure to pay for any reason shall authorize M&L to suspend additional supplies.

9. Default Interest. Delay, including partial, of the payment of the invoices beyond their due date shall result in immediate charging of interest according to the Italian Legislative Decree no. 231/2002 (implementing EC Directive 2000/35) or subsequent legislation adopted to implement Directive 2011/7/EU, in addition to debiting any bank expenses and fees.

10. Retention of Title. All Goods supplied by M&L remain exclusive property of M&L until it receives full payment. Therefore, Sale is made and accepted with retention of title as laid down in the Article 1523 et seq. of the Italian Civil Code. During this period, the Customer shall act as a depositary for the items supplied and undertake to keep them safe and insure them against any cause of damage, destruction, loss, etc. It is right of M&L to transcribe the privilege in accordance with the Article 2762 of the Civil Code, as a precaution and without prejudice to the retention of title as for the same transcription. The costs of registration of the contract and its transcription to the Registry of the Court, in accordance with the Articles 1525 and 2762 of the Civil Code, are charged to the Customer. Until the products supplied are not paid completely, they may be claimed by M&L wherever they are, even if they are united with or incorporated into Goods owned by the Customer or by third Parties, since the laws regarding appliances and accessions do not apply to them. The Customer is obliged to inform M&L immediately of any actions for injunctive relief brought by third Parties, and any removal or relocation of the Goods supplied. In the event of non-payment of the agreed price, even only a single installment of payment, M&L reserves the right to request resolution of the contract and return of the Goods sold. Partial payments already made will be kept by M&L as a penalty and to compensate for the use, except for further compensation for damages suffered.

11. Miscellaneous. The delegation or assignment by the Customer of any or all of its duties or rights under the sales contract without M&L prior written consent shall be void. M&L shall have the right at all times to assign to third parties the credits under the contract after having notified it in writing to the Customer. The invalidity in whole or in part of any term of these General Conditions shall not affect the validity of the remaining terms of these General Conditions. It is understood that any tolerance to violations of these General Conditions cannot in any way be interpreted as a renunciation to exercise the rights and/or faculties connected to them or consequent.

12. Privacy. In accordance with the Article 13 of EU Regulation 2016/679 (subsequently Regulation), the data controller M&L S.r.l., with registered office in Via A. Olivetti, snc - 04026, Minturno (LT) ITALY, informs the Customer that his personal data are processed with manual and digital instruments, by taking security measures aimed to ensure their protection and utmost confidentiality of the data processed, intended to administering the agency contract and carrying out tax compliance based on obligations established by Law or Regulation. The provision of data is necessary and any refusal will make impossible to pursue the above-mentioned purposes. The legal basis of the processing is the contract management or carrying out pre-contractual obligations. Your personal data will be processed throughout the contract period, and then storaged in order to fulfill the obligations required by accounting and tax Regulation. These data will be storaged within the prescription times required for the exercise of the rights concerning the relationship established with our company. The data, which will not be disclosed, may be communicated to: professionals and companies carrying out accounting and tax management activities on our behalf, to third Parties for fulfilling contractual obligations with the supplier, to banking institutions for managing payments resulting from the execution of the contract and to parties whose right to access to data is recognized by legal provisions and/or secondary legislation. The Customer may exercise the rights covered by the Regulation by sending an email to privacy@musiclights.it. Therefore, the interested Party may ask for confirmation of the existence of personal data, as well as information regarding the reason and purpose of the processing; to request the cancellation, conversion into anonymous form or blocking of data in violation of the law, even updating, ratification or integration of data; to object to processing of personal data for legitimate reasons. It is guaranteed the right to revoke consent at any time, without compromising the lawfulness of the treatment based on consent agreed before its revoke. The right to data portability is ensured, as well as the right to make a complaint to the supervisory authority.

13. Final Provisions. These terms and conditions constitute the entire agreement between M&L and the Customer and replace any previous communications, representations or agreements between the parties, whether written or oral. Any eventual invalidity or ineffectiveness of any terms and conditions for any reason, will not cause the invalidity of the entire present general conditions.

14 - Applicable law, court and language. All sales contracts finalised by Music & Lights, regardless of the Customers nationality and destination of the Products, are governed by Italian laws or, based on a decision by M&L by the laws of the place of the Customer registered office or M&L branch. Application of the Vienna Convention on contracts for the international sale of goods of 11 April 1980 remains expressly excluded, as well as other statutory Conventions concerning international sales and governing conflicts between laws. Any dispute between the Parties shall be submitted to the Italian court and solely to the court of Music & Lights's legal address competent jurisdiction, without prejudice to M&L' sole discretion to act at the Customers court of competent jurisdiction. If these General Conditions are drafted in more than one language, the text in Italian shall be decisive.