TERMS AND CONDITIONS

SECTION 1

Introduction and Scope

The offer and sale of products through the e-commerce website www.gelq.it (hereinafter, the “Website”) are governed by these General Terms and Conditions, which regulate the relationship between Gelq S.r.l. (hereinafter, “Gelq” or the “Company”) and the persons who use the Website or purchase the products available on it.

The Website allows products to be purchased both by private customers acting as consumers and by companies, professionals and other economic operators acting within the scope of their professional activities.

For the purposes of these General Terms and Conditions:

• “Consumer” means a natural person who purchases products for purposes unrelated to their business, commercial, craft or professional activities, as defined in Italian Legislative Decree No. 206 of 6 September 2005 (the “Consumer Code”);
• “Business Customer” means a natural or legal person who purchases products in the course of their business, commercial, craft or professional activities;
• “Customer” means, as applicable, the Consumer or Business Customer making a purchase on the Website;
• “User” means any person who accesses the Website or uses its services, even without making a purchase.

When registering, the Customer must select the account type corresponding to the actual purpose of their purchase:

• private account, by providing their Italian tax code and any additional information required to manage the account and order and fulfil the related tax obligations;
• business account, by providing their VAT number and any additional information required to manage the account, order and invoicing and fulfil the related tax obligations.

The Customer must provide truthful, complete and up-to-date information and select the account type consistent with the purpose of the purchase.

The selection made during registration constitutes a declaration by the Customer regarding the purpose of the purchase. It is understood, however, that a Customer’s status as a Consumer or Business Customer is determined by the actual nature and purpose of the purchase and cannot be altered or excluded solely by the formal selection of an account type, the provision of an Italian tax code or VAT number, or a different classification contained in these General Terms and Conditions.

The provisions of these General Terms and Conditions expressly referring to Consumers apply exclusively to relations between Gelq and Customers who qualify as such. In the event of any conflict between these General Terms and Conditions and a mandatory provision protecting Consumers, the latter shall prevail.

Relations with Business Customers are governed by the provisions specifically applicable to business purchases, the other clauses of these General Terms and Conditions and, in all matters not expressly covered herein, the provisions of the Italian Civil Code and applicable law.

Before using the Website or submitting an Order, Users and Customers are invited to read these General Terms and Conditions carefully. Submission of an Order requires their acceptance in accordance with the procedure specified during the purchase process.

These General Terms and Conditions must be read together with the Personal Data Processing Notice (Privacy Policy) and the Cookie Policy, available through the relevant link on the Website’s home page.

Company Details

Gelq S.r.l.
Registered office: Via Giuseppe Revere 16, 20123 Milan (MI), Italy
Italian tax code and VAT number: 10344380968 - REA: MI-2524153
Certified email (PEC): gelq@legalmail.it
Contact email for communications/authorisations/information: info@gelq.it
Offices and Warehouse: Via Galileo Galilei 7 - 20016 Pero (MI), Italy

1.1 Definitions

For the purposes of these General Terms and Conditions, the terms below have the meanings assigned to them in this article. Definitions in the singular also include the plural and vice versa.

·       Account and Restricted Area: The “Account” is the profile created by the User by registering on the Website and protected by personal login credentials. The “Restricted Area”, also known as “My Gelateria”, is the section through which the Customer can manage their information, view Orders and use the available features.

·       Private Account and Business Account: A “Private Account” is selected by a natural person who declares that they are purchasing for purposes unrelated to their professional activities and provides their Italian tax code. A “Business Account” is selected by a Customer who declares that they are purchasing in the course of their business, commercial, craft or professional activities and provides their VAT number. The Account type selected constitutes a declaration by the Customer but does not prevail over the actual nature and purpose of the purchase.

·       User and Customer: A “User” is any person who accesses the Website or uses its services, even without making a purchase. A “Customer” is the person who submits an Order and includes a “Consumer”, namely a natural person who purchases for purposes unrelated to their business, commercial, craft or professional activities, and a “Business Customer”, namely a natural or legal person who purchases in the course of their business, commercial, craft or professional activities.

·       General Terms and Conditions and Special Terms: The “General Terms and Conditions” are these terms of use and sale. Each Order is governed by the version in force when it is submitted. The “Special Terms” are any specific terms stated on the Product Page or during the purchase process. They supplement the General Terms and Conditions and, solely in relation to their subject matter, shall prevail in the event of conflict, without prejudice to the Consumer’s mandatory rights.

·       Cart: The “Cart” is the section of the Website where Products selected by the Customer are collected before the Order is submitted. Placing a Product in the Cart does not guarantee its availability and does not result in the conclusion of the Contract.

·       Order: An “Order” is the contractual offer submitted by the Customer to Gelq through the Website to purchase the Products in the Cart under the terms summarised during the purchase process.

·       Order Acceptance: “Order Acceptance” is the communication by which Gelq accepts the Customer’s Order. The Contract is concluded upon Order Acceptance in accordance with these General Terms and Conditions.

·       Contract: The “Contract” is the sales contract concluded between Gelq and the Customer. It comprises the accepted Order, these General Terms and Conditions, the Product Page and any applicable Special Terms.

·       Products and Product Page: “Products” are the goods offered for sale on the Website, including food products, ingredients, packaging materials, accessories and equipment. The “Product Page” is the page of the Website setting out the Product’s principal characteristics, price and any specific terms. A “Perishable Product” is a Product which, owing to its characteristics, shelf life or storage requirements, is liable to deteriorate or expire rapidly. Its status as a food product alone does not automatically mean that it is classified as such.

·       Payment Methods: “Payment Methods” are the methods of payment made available by Gelq and shown to the Customer during the purchase process.

·       Website and Gelq: The “Website” is the e-commerce website available at www.gelq.it. “Gelq” or the “Company” means Gelq S.r.l., identified by the company details set out in the introduction to these General Terms and Conditions.

SECTION 2

General Terms of Use of the Website

This section governs Users’ and Customers’ access to the Website and use of its content and services. Purchases made on the Website are also governed by the Terms of Sale set out in Section 3.

2.1 Use of the Website

The User undertakes to use the Website lawfully, fairly and in accordance with these General Terms and Conditions.

It is prohibited to:

• use the Website for unlawful or fraudulent purposes or in a manner that infringes the rights of Gelq or third parties;
• compromise the security, operation or availability of the Website;
• introduce viruses, malicious software or other tools capable of damaging the Website;
• gain unauthorised access to Accounts, systems or data;
• collect data or content using automated tools without authorisation, except where permitted by law.

Gelq may restrict or suspend access to the Website or an Account in the event of breaches of these Terms and Conditions, security risks, fraudulent activities or requests from competent authorities, notifying the person concerned where required by law.

2.2 Content and Information

Gelq takes reasonable measures to keep the Website’s content accurate and up to date.

Editorial content, including recipes, guides, articles and suggestions, is provided for information purposes only and does not replace professional advice or the mandatory instructions, warnings and information relating to individual Products.

The characteristics, prices and terms of sale of Products are set out on the relevant Product Pages and during the purchase process. The Customer’s rights in the event of inaccurate, incomplete or legally non-compliant information remain unaffected.

If there appears to be any discrepancy between information published on the Website and that shown on the Product’s packaging or label, the Customer is invited to contact Gelq before use, especially in relation to allergens, ingredients, storage requirements and food safety.

2.3 User Comments and Content

Where this feature is available, Users may publish comments, reviews or other content and assume responsibility for what they communicate.

Users may not publish content that is:

• unlawful, defamatory, offensive, discriminatory or threatening;
• false, misleading or irrelevant;
• infringing privacy, intellectual property rights or other third-party rights;
• advertising, promotional or akin to spam;
• containing third-party personal data without an appropriate legal basis.

Users retain the rights to the content they publish and grant Gelq a royalty-free, non-exclusive licence limited to storing, reproducing and displaying it on the Website.

Gelq may moderate, restrict or remove content that breaches these Terms and Conditions or the law and may take action against the Accounts responsible, in compliance with applicable law.

2.4 Intellectual Property

The Website and its content, including text, trademarks, logos, images, photographs, videos, graphics, databases and software, are owned by Gelq or used under an authorisation or licence and are protected by applicable law.

Users may use this content solely for personal purposes connected with the normal browsing of the Website.

Except where permitted by law or previously authorised in writing by Gelq or the relevant rights holder, copying, modifying, distributing, publishing, commercially exploiting or reproducing the Website’s content is prohibited.

2.5 Links to External Websites

The Website may contain links to websites or services operated by third parties. Gelq has no control over such websites and is not responsible for their content, services, terms of use or personal data processing practices.

The presence of a link does not imply Gelq’s endorsement of or guarantee regarding the linked website or service. Before using an external service, Users are invited to review its terms and privacy notice.

Any liability that cannot be excluded under applicable law remains unaffected.

2.6 Website Availability and Security

Gelq takes reasonable measures to ensure the proper functioning and security of the Website but cannot guarantee that the service will always be available, uninterrupted or error-free.

Access may be temporarily suspended for maintenance, updates, security measures, technical failures or events beyond Gelq’s reasonable control.

Any limitations of liability shall not apply in cases of wilful misconduct or gross negligence or in any other cases where liability cannot be excluded or limited by law.

2.7 Advanced Search and Virtual Assistant AI

The Website provides Users with an advanced search function and an artificial intelligence-based virtual assistant, both powered by Doofinder technology.

The search function allows Users to find Products in the catalogue based on the search terms entered by the User and automatically generated relevance criteria. The results may not include all Products potentially matching the search and do not constitute an objective or exhaustive ranking of the available offering.

The virtual assistant uses artificial intelligence systems to understand Users’ questions and generate answers based on the information contained in the Product catalogue and in the knowledge base made available by Gelq. The User is informed that they are interacting with an artificial intelligence system and not with a natural person.

Answers are generated automatically, are provided solely for informational purposes and to assist Users in searching for Products, and may contain errors, inaccuracies or outdated information. They do not constitute professional advice and do not replace the information provided on the Product Page, label or packaging, or in the documentation supplied by the manufacturer.

Before purchasing or using a Product, the User must verify its characteristics, ingredients, allergens, instructions for use, storage conditions and any other relevant information. In case of doubt, particularly regarding allergens, food safety, compatibility or instructions for use, the User is invited to contact Gelq. The virtual assistant’s answers do not alter the characteristics, price or terms of sale of the Products, do not constitute a contractual offer and do not automatically result in the conclusion of a Contract or the submission of an Order. The information displayed on the Product Page and in the Order summary shall prevail, without prejudice to the Consumer’s mandatory rights in the event of inaccurate information or information that does not comply with applicable law.

The User must not enter unnecessary personal data, special categories of personal data, confidential information, login credentials or payment details into the search bar or virtual assistant. Searches, messages sent to the assistant, generated answers and interaction data may be processed by Gelq and Doofinder in order to provide the service, ensure its security, verify that the system is functioning properly and improve its quality, as described in the Website’s Privacy Policy and Cookie Policy.

2.8 Processing of Personal Data

The processing of personal data collected through the Website is carried out in accordance with applicable law and is described in the Privacy Policy and Cookie Policy available on the Website. Acceptance of these General Terms and Conditions does not constitute consent to any processing activities for which applicable law requires specific consent.

2.9 Amendments to This Section

Gelq may amend the Website’s terms of use to reflect regulatory, technical or organisational changes.

Any amendments will be published on the Website and will apply from the date specified in the new version. In the event of material amendments affecting registered Users, Gelq will notify them through appropriate means.

The amendments shall not apply retroactively to Contracts already concluded.

2.10 Governing Law and Jurisdiction

These terms of use are governed by Italian law, without prejudice to any mandatory rights granted to the Consumer under the law of the country in which they habitually reside.

Any disputes involving a Consumer shall fall within the jurisdiction of the courts of the place where the Consumer resides or is domiciled, where provided for by applicable law.

Any disputes involving Users or Professional Customers shall be subject to the exclusive jurisdiction of the Courts of Milan, to the extent permitted by law and subject to specific approval of the relevant clause, where required.

SECTION 3

General Terms of Sale

3.1 Subject Matter of the Contract

This section governs the sale of Products by Gelq through the Website to both Consumers and Business Customers.

Provisions expressly referring to Consumers apply exclusively to persons who qualify as such. In the event of conflict, the mandatory provisions of the Consumer Code shall prevail.

3.2 Registration and Customer Information

To make a purchase, Customers must register and create a Private Account or Business Account.

The Customer must provide truthful, complete and up-to-date information and is responsible for the accuracy of the information entered. Gelq may request documents reasonably necessary to verify the Customer’s identity, tax details or authority to act, in compliance with personal data protection legislation.

The selection of a Private or Business Account does not prevail over the actual nature and purpose of the purchase.

3.3 Products and Availability

The main characteristics, price and any specific terms applicable to Products are set out on the relevant Product Pages.

Images are for illustrative purposes and may differ in non-material respects from the Product delivered, without affecting the conformity of the goods with the stated characteristics.

Availability shown on the Website is updated periodically but may change before Order Acceptance. If a Product is unavailable, Gelq will promptly inform the Customer and will not send substitute Products without the Customer’s express consent.

If payment has already been made, Gelq will refund the amount relating to the unavailable Product without undue delay. Where the unavailability concerns an essential part of the Order, the Customer may request cancellation of the entire Order in the circumstances provided by law.

3.4 Order Submission and Conclusion of the Contract

Before submitting the Order, the Customer may review and correct the information entered and view a summary of the Products, prices, taxes, delivery charges and any other costs.

Submission of the Order constitutes a contractual offer by the Customer and entails an obligation to pay if accepted.

After receiving the Order, Gelq sends the Customer a summary by email. This communication confirms receipt of the Order but does not automatically constitute acceptance unless expressly stated otherwise.

The Contract is concluded when Gelq communicates Order Acceptance or confirms that the Order has been dispatched, whichever occurs first.

Gelq may decline to accept an Order in the event of unavailability, failure to obtain payment authorisation, incomplete or unverifiable information, suspected fraud, inability to deliver, or a manifest and recognisable pricing error. If the Order is not accepted, any sums received will be refunded without undue delay.

Confirmation of the Contract and the information applicable to the purchase are provided to the Customer on a Durable Medium.

3.5 Prices, VAT and Promotions

The prices of Products published on Gelq.it and the related shipping costs may be updated at any time.

The prices displayed on the Website remain valid until the purchase process is completed. All Product prices published on Gelq.it are exclusive of VAT.

Subject to rare exceptions, food products sold on Gelq.it are subject to VAT at 10%, while shipping costs and non-food products are subject to VAT at 22%.

Before the Order is submitted, the total amount due is always displayed, including applicable taxes, delivery charges and any additional costs.

VAT is calculated automatically at checkout, on both the Products and any shipping costs, in the following cases:

1. Customers registered in Italy, whether companies or professionals with a VAT number or private individuals (Consumers).

2. Private Customers (Consumers) registered in a European Union country.

VAT is not applied to Products or shipping costs in the following cases:

3. Customers holding a VAT number issued by a European Union country, provided that the VAT number is valid and registered in the VIES (VAT Information Exchange System). The validity of a VAT number may be checked through the European Commission’s VIES portal. In this case, invoices will be issued without VAT pursuant to Article 41 of Italian Decree-Law No. 331/1993, and the reverse-charge mechanism will apply in the country of destination.

4. Customers established in non-EU countries. In this case, invoices will be issued:

• for Products, without VAT pursuant to Article 8 of Italian Presidential Decree No. 633/1972;
• for international shipping and transport costs, without VAT pursuant to Article 9 of Italian Presidential Decree No. 633/1972.

Any taxes, customs duties, import charges or other levies imposed under the laws of the Products’ country of destination shall be borne exclusively by the Customer, who must pay them directly to the competent authorities or the carrier responsible for delivery.

3.6 Payment Methods

The Customer may choose from the payment methods made available by the Company, including:

• Credit cards on international networks: Visa, Mastercard, American Express, JCB, UnionPay
• Debit cards on international networks: V Pay and Maestro
• Digital payment wallets: Apple Pay, Google Pay, Bancomat Pay
• Bank transfer
• Cash on delivery (Italy only)

The Company reserves the right to change or expand the payment methods available to the Customer; the methods stated in the relevant listing when the Customer submits the Order shall be deemed available.

Payment by credit card, debit card and digital payment wallet

The Company uses the digital payment collection services provided by Nexi Payments S.p.A. When payment is made by credit card, debit card or digital payment wallet, the web session will be redirected to the website of Nexi Payments S.p.A.

For payments by credit card, debit card or digital payment wallet, the Customer is charged once the information has been verified and authorisation has been received from the company issuing the payment service. Payment is made directly on a secure server using SSL encryption to ensure the complete security of the transaction.

Recurring payment using a stored credit card – Nexi OneClick

The card payment section of the Company’s Website integrates Nexi’s Recurring and OneClickPay services, which allow Customers to store their payment card details for subsequent purchases.
When Customers subscribe to this service, their card details are saved directly on the secure servers of the Nexi Payments S.p.A. XPay payment gateway and are displayed in encrypted form in the Website’s card payment section for subsequent purchases.
The Company has no access to these data and does not store them in any way.
The terms and conditions of the OneClickPay service are available on the website of Nexi Payments S.p.A.

Bank Transfer

In the event of payment by bank transfer, the Company will dispatch the Order only after receiving valid proof of payment, consisting of a copy of the confirmation that the transfer instruction has been executed. This must be sent by email to info@gelq.it, stating the Order number in the subject line and including the Customer’s identification details and particulars.

Cash on Delivery (Italy Only)

Orders for amounts between €100.00 and €2,000.00 (excluding VAT) may be paid in cash to the carrier making the delivery. The invoice amount must be paid in cash to the carrier making the delivery. The exact amount must therefore be ready and counted when the carrier arrives, as the carrier is not required to carry change. Payment by bank cheque or cashier’s cheque is not permitted. This payment method carries a service charge of €7.90 plus VAT, which will be shown in the Cart at checkout.

3.7 Shipping, Delivery and Transfer of Risk

Delivery methods, costs and estimated times are stated during checkout and in the “Shipping and Delivery” section of the Website.

Unless a different deadline has been expressly agreed, Gelq shall deliver the Products to the Consumer without undue delay and, in any event, within thirty days of conclusion of the Contract.

In the event of non-delivery, the Consumer may require Gelq to make delivery within an appropriate additional period. If that period is not met, the Consumer may terminate the Contract, without prejudice to cases in which the law permits immediate termination.

With regard to Consumers, the risk of loss of or damage to the Products passes when the Consumer, or a third party designated by the Consumer other than the carrier, takes physical possession of them. The risk passes upon delivery to the carrier only where the carrier was independently selected by the Consumer and that choice was not offered by Gelq.

For Business Customers, delivery dates are indicative unless expressly stated to be of the essence. Risk passes in accordance with applicable law and any agreed delivery terms.

The Customer is invited to inspect the integrity of the packaging and, if there is visible damage, to accept delivery subject to a specific written reservation. Failure to make such a reservation does not affect the Consumer’s mandatory rights or any claims relating to damage that could not be identified at the time of delivery.

3.8 Legal Guarantee

Consumers

Consumers are entitled to the legal guarantee of conformity provided for in Articles 128 et seq. of the Consumer Code.

Gelq is liable for any lack of conformity existing at the time of delivery that becomes apparent within two years of delivery of the goods, without prejudice to the limitation periods provided by law.

In the event of a lack of conformity, the Consumer is entitled, subject to the conditions provided by law, to have the goods repaired or replaced free of charge or, where the relevant conditions are met, to receive a price reduction or terminate the Contract.

The nature, shelf life, expiry date and storage requirements of food products are taken into account when assessing conformity, without prejudice to the Consumer’s right to receive Products that are compliant, safe and correctly stored.

Business Customers

Business Customers are covered by the guarantee provided for in Articles 1490 et seq. of the Italian Civil Code. Defects must be reported within eight days of discovery, and any action is time-barred one year after delivery, unless otherwise agreed in writing or a more favourable guarantee applies.

Defects arising from improper use, incorrect storage, normal wear and tear, tampering or failure to follow the manufacturer’s instructions are excluded.

3.9 Consumer’s Right of Withdrawal

The Consumer may withdraw from the Contract without giving any reason within fourteen days from the date on which the Consumer takes physical possession of the Products. If several Products forming part of the same Order are delivered separately, the period runs from delivery of the last Product.

To exercise the right of withdrawal, the Consumer must send an unequivocal statement of their decision within that period using one of the following contact details:

• email: info@gelq.it;
• certified email (PEC): gelq@legalmail.it.

The communication should state the Consumer’s first and last name, the Order number and the Products in relation to which the right of withdrawal is being exercised. The communication shall nevertheless be valid if it clearly and unequivocally expresses the intention to withdraw from the Contract.

The Consumer must return the Products within fourteen days of communicating the withdrawal to the following address:

GELQ S.r.l. – Offices and Warehouse
Via Galileo Galilei 7
20016 Pero (MI), Italy

The direct cost of returning the Products shall be borne by the Consumer unless Gelq has agreed to bear it or has failed to inform the Consumer that this cost was their responsibility.

Within fourteen days of receiving notice of withdrawal, Gelq shall refund all payments received, including standard delivery charges. Any additional costs resulting from the selection of a delivery method more expensive than the standard method will not be refunded.

The refund will be made using the same Payment Method, unless otherwise agreed without any cost to the Consumer. Gelq may withhold the refund until it has received the Products or until the Consumer provides evidence that they have dispatched them, whichever occurs first.

The Consumer is liable only for any reduction in the value of the Products resulting from handling other than that necessary to establish their nature, characteristics and operation. Use of the original packaging is recommended where necessary to ensure a safe return, but its absence does not automatically result in the loss of the right of withdrawal.

The right of withdrawal is excluded in the cases provided for in Article 59 of the Consumer Code, including:

• Products made to the Consumer’s specifications or clearly personalised;
• Products liable to deteriorate or expire rapidly;
• sealed Products that are not suitable for return due to health protection or hygiene reasons and have been unsealed after delivery;
• Products which, after delivery, become inseparably mixed with other goods.

The fact that a Product is a food product does not in itself automatically exclude the right of withdrawal. Any exclusion will be stated on the Product Page or during checkout.

The right of withdrawal provided for in this article does not apply to Business Customers.

3.10 Trademarks and Distinctive Signs

The “Gelq.it” trademark and related logo are registered trademarks and the exclusive property of Gelq S.r.l.

Any other trademarks, logos, trade names and distinctive signs appearing on the Website or Products belong to Gelq or their respective owners and are used under an authorisation or licence.

Gelq may use packaging bearing the “Gelq.it” trademark or its other distinctive signs for the delivery of Products.

Purchase of the Products does not grant the Customer any ownership right, licence or authorisation to use the “Gelq.it” trademark, related logo or any other distinctive signs belonging to Gelq or third parties.

Except for uses permitted by law to identify, describe or lawfully market genuine products, the Customer may not:

• use the “Gelq.it” trademark, related logo or other distinctive signs belonging to Gelq in an unlawful or misleading manner or in a manner likely to suggest a non-existent affiliation, authorisation or collaboration;
• file, or arrange for the filing of, trademarks identical or confusingly similar to Gelq’s trademarks;
• adopt a trademark identical or confusingly similar to Gelq’s trademarks as a company name, business name, shop sign or other distinctive sign;
• register domain names, usernames or digital profiles identical or confusingly similar to the “Gelq.it” trademark or Gelq’s other distinctive signs;
• remove, alter or counterfeit trademarks, labels or other signs affixed to the Products or packaging.

A Business Customer who becomes aware, in the course of its business, of a possible infringement of Gelq’s trademarks must promptly inform the Company and, upon reasonable request, provide any available information useful for protecting the relevant rights, provided this does not entail disproportionate costs or burdens.

3.11 Liability and Force Majeure

Gelq is liable for the performance of its obligations in accordance with applicable law.

Nothing in these Terms and Conditions excludes or limits Gelq’s liability for wilful misconduct or gross negligence, personal injury, defective products, breach of safety obligations or any other cases in which liability cannot be excluded or limited by law.

In its relations with Business Customers and to the extent permitted by law, Gelq shall not be liable for indirect losses, loss of profit or business interruption that are not an immediate and foreseeable consequence of the breach.

Gelq shall not be liable for delays caused by unforeseeable and unavoidable events beyond its reasonable control. In such cases, Gelq will inform the Customer and take reasonable measures to limit their effects. The Consumer’s mandatory rights remain unaffected.

3.12 Governing Law and Jurisdiction

These Terms of Sale are governed by Italian law, without prejudice to the mandatory rights granted to Consumers under the law of the country in which they habitually reside.

Any dispute with a Consumer shall be subject to the jurisdiction of the courts of the Consumer’s place of residence or domicile, where provided by applicable law.

Any dispute with Business Customers shall be subject to the exclusive jurisdiction of the Court of Milan, to the extent permitted by law and subject to specific approval of the relevant clause.

3.13 Specific Approval by the Business Customer

During checkout using a Business Account, the Business Customer must specifically approve the following clauses pursuant to Articles 1341 and 1342 of the Italian Civil Code:

• Article 3.4 – Order Submission and Conclusion of the Contract;
• Article 3.7 – Shipping, Delivery and Transfer of Risk;
• Article 3.11 – Liability and Force Majeure;
• Article 3.12 – Governing Law and Jurisdiction.