General Terms and Conditions of Sale

1. General
   • THE INFORMATION CONTAINED HEREIN SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED HEREBY. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD; (C) HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT YOU REPRESENT, IF ANY, TO THESE TERMS AND CONDITIONS; AND (D) ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.
   • These general terms & conditions of website sale (the “Terms”) are applicable to the person, firm company, or other purchasing entity (the “Customer”) and A. Celli International, Inc. (the “Company”) for goods ordered by Customer from the Company in whatever form or quantity (the “Goods”) through the company’s website, [insert url](the “Site”). The sale of Goods by the Company to Customer is expressly limited to Customer’s acceptance of the terms of the Company’s listing (the “Listing”), the confirmation email (the “Order Confirmation”), and the terms and conditions contained herein (collectively, the “Agreement”).
   • The most recent version of these Terms shall be posted for Customer’s review at any time on the Site. Customer’s continued use of the Site after any posting of updated Terms (which shall be dated as of their more recent update) shall constitute Customer’s acceptance of and agreement to any changes therein made.
   • The Company expressly rejects any additional or different terms or conditions in Customer’s forms.
   • No modification or waiver of any of these Terms and no additional or different terms or conditions shall be effective unless agreed to in writing signed by both parties.
   • No oral agreement, course of performance, or means other than such written agreement signed by both parties expressly providing for such waiver shall be deemed to waive any of the terms of this agreement.
   • The Order Confirmation controls the specifics of the order, including the terms of delivery, over any conflicting provisions that may exist in any other agreements. Deviation from these Terms, such as supplementary agreements, or any other informal understandings, will only be binding if they are expressly agreed to by the Company in writing. The same applies to deferred amendments and supplements to already completed contracts for delivery.
2. Contract
   • When placing an order on the Site, Customer is effectively offering to purchase whatever products and services it selects. Company reserves the right to accept or reject any order at its sole discretion.
   • The Company may accept or reject an order in its entirety or any part of an order at its discretion.
   • Should company elect to accept Customer’s offer, Customer will receive an Order Confirmation at the email address provided at the time of order. The Company may cancel any order once accepted within thirty (30) days in its sole discretion.
   • In case of changes of legal or regulatory requirements, technical standards or judicial decisions after the time of conclusion of the Agreement that lead to changes in the Company’s performance under the Agreement, the Company may adjust the Agreement, in particular in regards to delivery time.
   • Amendments or supplements of the Agreement by Customer after conclusion of the Agreement shall only be valid if confirmed in writing by the Company. The Company may make adequate adjustments to the Agreement’s terms, especially Contract Price and delivery time. If the Customer refuses such adjustment, the Company may refuse the amendment or supplement of the Agreement and continue the Agreement in the original scope.
   • Once an order is accepted by the Company, Customer may not cancel the order unless the Company agrees to such cancellation in writing.
3. Payment Terms; Invoicing
   • All applicable prices are set forth alongside the goods and services offered on the site. Such prices are subject to change at any time by the Company at its sole discretion.
   • Customer will be responsible for the prices stated at the time of the transaction as well as any: (i) sales, use, excise, and related taxes; and (ii) shipping and handling charges.
   • Payment may only be made with ACelli accepted methods. By using any such card or payment provider, Customer represents and warrant its full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation.
4. Shipping and Delivery
   • Unless the Parties agree otherwise, deliveries shall be made DDP (Incoterms 2020), excluding the cost of freight.
   • The choice of transport route and means shall remain at the Company’s discretion unless otherwise agreed.
   • The Company is responsible for shipping each accepted order to the address provided at the time of making the order. Customer shall bear any costs associated with errors in the address attributable to the Customer’s error. The Company is not responsible for any delays in shipment not attributable to the Company.
   • Unless otherwise agree to in writing by the Parties, the Company does not guarantee the usability of the Goods for certain purposes of Customer.
   • Other than as provided by the limited warranty under Section 7, Customer may not return the items unless expressly agreed to by the Company in writing.
5. Force Majeure
   • The Company shall not be responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind.
6. Transfer of Risk and title
   • The risk regarding the Goods shall pass to Customer when goods are made available at the named place.
   • If the Order Confirmation includes both delivery and installation of the Goods by the Company, the risk shall pass to Customer upon acceptance by Customer unless Customer puts the Goods into use before formal acceptance has occurred. In this case, the transfer of risk takes place upon putting the Goods into use by Customer.
   • In the event of an agreed collection obligation, the risk of accidental loss or accidental deterioration shall pass to the customer when the Goods are handed over to the Customer. In the event of an agreed obligation to dispatch the Goods, the risk of accidental loss or accidental deterioration shall pass to the Customer when the Goods are handed over to the forwarding agent, carrier or company otherwise entrusted with shipping the Goods, but at the latest when the products leave the Company’s works, warehouse, branch or the manufacturer’s works, unless performance of the obligation at the Customer’s place of business has been agreed.
   • The title regarding the Goods shall pass to Customer when goods are fully paid, irrespective of any correspondence between partial supplies and payment of relative invoices.
7. Representations and Warranties; Claims for Defects
   • Customer represents and warrant that:
     • It has the right to enter any transaction contemplated for hereby without violating these Terms, and applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party;
     • That Customer will use the Goods provided hereunder exactly as authorized and not in any way that would violate any applicable law or third party right of any kind; and
     • That Customer is buying Goods from the Site solely for its own use and not for resale or export.
   • The Company warrants that the Goods purchase from the Site, when used specifically as authorized by the Company and without modification thereto, will conform in all material respects to:
     • The specifications set for on the Site; and
     • Any instruction that the Company provides upon delivery of the Goods.
   • The Company further represents and warrants that any Goods purchased from the Site will be safe for their intended use and free from defects in material, functionality, and workmanship. This warranty shall not apply when goods are subject to: negligence, misconduct, misuse, abuse, accident, improper installation or handling, unusual environmental conditions, or other extreme stress, alteration, repair by anyone other than the Company (or one of its authorized representatives), use with any third-party product or service, or use in violation of any provided-for instructions.
   • The warranty period shall be twelve (12) months calculated from the date the Goods are shipped.
   • Installation of the Goods is expected to be performed by the Company’s technicians. This limited warranty does not cover any damage or deterioration attributable to installation of Goods by Customer or any third-party.
   • Any products manufactured by a third party and incorporated in any Goods provided hereunder are not covered by this limited warranty.
   • Customer’s sole remedy with respect to a breach by the Company of any of its warranties shall be – at Company’s discretion - to repair or replace the Goods in questions. Any claim made hereunder shall be made within five (5) days following the time Customer actually discovered or should have discovered any defect(s) or non-conformance.
   • The warranty period is not extended if the Company has to repair or replace a warranted product or re-perform a warranted service. This limited warranty extends only to Customer as the original purchaser of the Goods and not to any subsequent owner or beneficiary of the Goods.
   • Subject to applicable law and these Terms, the Company makes no express or implied warranty whatsoever with respect to the Goods purchase through the Site, including without limitation any:
     • Warranty of merchantability;
     • Warranty of fitness for a particular purpose
     • Warranty of title
     • Warranty against infringement of intellectual property rights of a third party,

Whether express or implied by law, course of dealing, course of performance, usage or trade, or otherwise.

• SUBJECT TO APPLICABLE LAW, THE REMEDIES SET FORTH ABOVE ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND THE COMPANY’S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF ITS LIMITED WARRANTY. SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL COMPANY’S OBLIGATION OR LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE CUSTOMER PAID ON THE SITE FOR ANY GOODS. ADDITIONALLY, SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LAIBLE FOR ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, OR REVENUE, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDRECT LOSSES OF ANY KIND.

8. Miscellaneous
   • The place of performance of the Agreement is the Company’s registered office if the Parties do not agree otherwise in the Order Confirmation.
   • The assignment of a claim of Customer under the Agreement is only permitted with the express consent of the Company.
   • The transfer of the Agreement, or any part thereof, including the rights and obligations therein, to third parties is only permitted with the prior written consent of the Company.
   • Changes and additions to the Order Confirmation or the GTC must be in writing to be effective. The same applies for the cancellation of this formal requirement.
   • Should any provision of the GTC or an underlying Order Confirmation, in whole or in part, be invalid, ineffective, unlawful, or unenforceable, this shall not affect the validity of the remaining provisions. In such event, the parties shall replace the invalid, ineffective, unlawful, or unenforceable provision with one that achieves more closely the economic purpose of the provision to the extent permitted by law.
   • These Terms are for the sole benefit of Customer and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
   • This Agreement, and all disputes arising out of or in connection therefrom, shall be governed by the Uniform Commercial Code and other applicable laws in effect in North Carolina on the effective date, including its choice of law provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
   • Any claim or controversy arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party irrevocably and unconditionally agrees that such binding arbitration shall take place in Mecklenburg County in the state of North Carolina.
   • The Company’s failure to enforce any of its rights hereunder will not constitute a waiver of its right to make such enforcement in the future, subject to applicable law.
   • The Company may provide notices hereunder to Customer by: (i) email; (ii) regular mail; or (iii) posting them on the Site. Customer shall be responsible for ensuring that it has provided the Company with its current email and mailing addresses.
   • These Terms, along with the Order Confirmation, any instructions provided by company relating to any Goods purchases through the Site, and the Sites “Terms of Use” and “Privacy Policy,” shall collectively be deemed a final and integrated agreement between Customer and the Company with respect to the subject matter hereof.