TERMS & CONDITIONS

 These conditions are the terms on which Everest Attitude (thereinafter referred to as ‘the Distributor’) contract for the sale of goods and no variation or modification of these terms and conditions (notwithstanding any conditions or terms included in the customer’s order or any subsequent document) shall be of any effect unless expressly agreed in writing by The Distributor and signed by an authorized signatory of The Distributor.

 1. Orders a. All Orders must be in writing; b. Each order shall imply the buyer’s full knowledge and unconditional acceptance, without reservations, of the present general conditions of sale; c. The person who subscribes the order also confirms to have the all the necessary powers of attorney in order to bind the buyer. d. The Distributor may accept the buyer’s order within 120 days upon its receipt. All orders are to be considered as irrevocable proposal to the Distributor for a period of 120 days. e. The buyer hereby undertakes and accepts that ordered goods are to be sold only in the shop indicated in the Order and they are to be sold only for retail purposes. It is prohibited to resell good to other shops, retailer or wholesaler. f. All orders will become binding for the Distributor and the buyer once it has been confirmed by the Distributor, in any case without prejudice to the provisions of the art. 

 2. Prices a. Prices are those indicated in the Order Confirmation. b. Prices include the cost of standard packaging. c. All prices are calculated Ex Works unless otherwise agreed in shipping conditions. d. All prices are subject to Value Added Tax (VAT) where appropriate. e. Prices confirmed for one Order under no circumstance shall be binding for the Distributor for subsequent sales. f. Should, during the term between the date of the Order Confirmation and the date of each delivery, an increase to the costs of raw materials, labor, customs and/or tax duties concerning the goods occur, which has an impact on the Order exceeding the 5% of the total amount to be paid under the Order, or in the event of currency depreciation or variation of

3 a. Payments conditions are those indicated on the Order Confirmation. b. All payments are to be done by wire transfer in favor of the Distributor on the Bank Account indicated on the invoice or pro-forma invoice where applicable. c. When payments conditions set forth a deposit payment, the deposit payment should be done within 7 calendar days from the subscription of the order.

 4. Delayed payments a. In case on non-payment or delayed payment, even partial interest will automatically and without any notice of default accrued on overdue invoices, at the rate provided by the legislative decree of 9th October 2002, no. 231. b. Under no circumstances the buyer is entitled to claim against the Distributor if the price is not fully paid (solve et repete). c. Where applicable, the Distributor reserves the right to cancel the order by written notice via e-mail if the deposit has not been paid under the terms set forth in art. 3c above d. Delayed or non-payment from the buyer entitles the Distributor to suspend the preparation and delivery of the goods ordered or any other Order from the buyer. e. Should the delay in payment be in excess of 30 days, the Distributor may forthwith terminate the contract by written notice via e-mail ex art. 1456 c.c. retaining any payment already received in relation with the Order us compensation for any damage thus occurred.

 5. Delivery a. Delivery may be arranged in one or more consignments b. The Distributor contractual delivery obligations shall be completed once the good have been loaded onto the mean of transport at the Distributor warehouse at the logistic appointed by the Distributor. This identifies the transfer of risk from the Distributor so the buyer is responsible of all the risks of loss, injury or destruction that might occur during the delivery. c. Although the date of delivery is given in good faith, in no circumstance the delivery terms may be considered binding so it is not guaranteed and is subject to extension to cover reasonable delays caused by labor disputes, fire, natural disasters or any other cause beyond the control of the Distributor. d. The Distributor assumes no liability or responsibility for any mistake in the delivery due to inaccuracy or incompleteness in filing the order by the buyer or any damage that may have occurred to the goods after delivery to the carrier as well as any delay in delivery by the employees’ vector. e. The Distributor shall be entitled to not deliver up to 20% of the goods indicated in each order without the buyer being entitled to any claim.

 6. Shipping a. Should transport be by the buyer account, the latter shall indicate, within 15 days from the Order Confirmation, the forwarding agent. b. Should transport be by the Distributor, the latter shall designate a shipping agent of its choice.

 7. Non-withdrawal a. In case of the buyer’s refusal to accept the goods, the Distributor will retain any payment already received in relation with the Order and may forthwith terminate the sale contract upon simple written confirmation or fax sent to the buyer. In such an event the Distributor decides to exercise this right without prejudice to obtain payment of the amount indicated in article 11 below, in addition to its right to claim reimbursement of all other damages suffered therefrom. b. In case the Distributor does not terminate the sale contract according to article 7.a. above, it will have the right to keep the goods in its warehouse, at the buyer’s disposition. The Distributor is to notify the buyer of this fact, in which the buyer has 15 days to respond. Costs and expenses for the deposit of the goods will be at buyer’s expense as well as the entire payment of the goods ordered and any further damage caused to the Distributor. c. The Distributor has the right to sell at the best possible price the non-accepted goods. The difference between the contractual price and the actual price sold for the above sale will constitute a debt owed by the buyer and will bear interest at the rate for delayed payment as provided for in article 4.a. above. 8. Complaints a. The buyer shall examine the goods immediately after receiving them. Complaints for incomplete or erroneous deliveries or for goods lacking in conformity must be sent in writing within 

8 calendar days from receipt together with the shipping documents, without this statement the buyer will lose any right connected there. b. The buyer shall keep the contested goods at Distributor’s disposal for a reasonable period of time in order to allow the latter to inspect them. c. Unless authorized in writing by the Distributor, all return of goods are hereby prohibited.

 9. Warranty a. The goods are guaranteed to be free from defects in material or workmanship as per law, the applicable warranty is that of the Brand when goods are produced under the control of the Brand and the Everest Attitude is the Distributor.

 10. Exclusivity a. No right of exclusivity is hereby granted by the Distributor with regard to the sale of the goods indicated in the Order Confirmation, except this is otherwise agreed in writing.

 11. Penalty a. In case of cancellation of the Confirmed Order or the non-withdrawal or non-acceptance of goods the buyer shall pay to the Distributor a penalty equal to the 50% of the goods revoked and/or not accepted, without prejudice to the Distributor’s right to claim reimbursement of all other damages suffered there from.

 12. Applicable law and Jurisdiction a. For what is not expressly provided for herein, the sale of goods is governed by the French Law. b. These conditions should be interpreted in accordance with the French Law under the jurisdiction of the Court of Paris. The Buyer hereby expressly states and declares to accept the provisions of the clauses of these General Conditions of Sale. L’acquirente sottoscrivere dichiara espressamente di accettare quanto previsto dalle clausole delle presenti Condizioni Generali di Vendita.