Terms and Conditions

In this Agreement and all related documents, the following terms are used:

Supplier (Ariete Art): The Party carrying out the design, manufacture, and supply of Sculptures.

Buyer: A natural or legal person initiating an order. If the Buyer acts as a consumer (for private purposes), the norms of the Codice del Consumo (Italian Legislative Decree 206/2005) apply.

Sculpture (Goods): A unique artistic product manufactured according to the individual specifications of the Buyer.

Purchase Order (PO): A document issued by the Supplier containing the final parameters of the product, price, and terms.

Specifications: Technical appendices including 3D models, drawings, description of materials (marble, bronze, steel), and type of finishing.

The conclusion of the agreement occurs in several stages, each of which has legal consequences:

Consultation phase: Preliminary exchange of information, provision of visualizations and estimated calculations. At this stage, no purchase obligations arise.

Offer (Proposal): Based on the data received, the Supplier sends the Buyer an official Proposal (Quotazione). This proposal is valid for 30 calendar days unless otherwise stated in the text of the proposal.

Acceptance: The Contract is considered officially concluded and binding for execution by the Parties (pursuant to Art. 1326 of the Italian Civil Code) at the moment of the occurrence of the first of two events:

• Signing of the Purchase Order by the Buyer (electronic or physical signature).

• Payment of the first deposit (50% of the value) by the Buyer, which is interpreted as a conclusive action confirming agreement with all terms.

This Agreement (Standard Terms & Conditions) is an integral part of any order. In case of discrepancies between documents, the following priority is established:

• Signed Purchase Order with regard to specific conditions of a specific project.

• Technical specifications and approved 3D models.

• These General Terms and Conditions (Terms & Conditions).

Any changes to the Contract after the moment of its conclusion (for example, change of dimensions, patina color, or material) are considered valid only subject to the execution of a written Addendum to the Contract, signed by both Parties. The Supplier reserves the right to revise the price and execution terms in case of making such changes.

The Buyer is obliged to check all details in the Purchase Order within 48 hours after its receipt. If within this period the Supplier has not received written notice of errors (typos, discrepancy of dimensions in drawings), the content of the Order is considered final and not subject to appeal.

Each Ariete Art sculpture is a unique object manufactured by individual order ("made-to-order"). The Buyer acknowledges that pricing is not fixed and is calculated based on a combination of factors: geometry complexity, selected materials (steel grade, stone variety, bronze alloy type), dimensions, and labor intensity of finishing.

The standard cost indicated in the Purchase Proposal includes:

• Conceptual preparation: Creation of one complete set of visualizations or a 3D model (if provided by the specifics of the order).

• Creative revisions: One iteration (phase) of minor design adjustments that do not change the general structural scheme of the product.

• Technical support: Development of technical documentation necessary for production.

Any changes requested by the Buyer after approval of Specifications and payment of the deposit are regarded as additional services. Substantial changes include:

• Change of materials (for example, transition from stainless steel to bronze).

• Change of dimensions (scaling), requiring recalculation of stability or change in the volume of raw materials.

• Change of finishing type (for example, from matte to mirror or change of patina color).

Consequences of changes: The Supplier has the right to issue an additional invoice for redesign and material overruns, as well as officially extend the execution period of the order for the time necessary to implement these changes.

VAT (IVA): Prices are indicated net (Excluding VAT). VAT is charged additionally in accordance with current Italian legislation and the status of the Buyer (for example, Reverse Charge rules for companies within the EU or VAT exemption for export outside the EU according to Art. 8 DPR 633/72).

Customs payments: For international shipments, the Buyer is the official importer and bears full responsibility for the payment of customs duties, excise taxes, and local taxes in the country of destination.

Bank commissions: The price is indicated as a "net to pay" sum. All correspondent bank commissions and expenses for funds transfer (especially for SWIFT payments) are borne by the Buyer.

The Supplier reserves the right to correct obvious arithmetic or typographical errors in proposals and invoices. In case of error detection, the Supplier immediately notifies the Buyer, and the parties agree on the correct price before the start of works.

Payment for each Contract is made in two stages, unless otherwise stipulated in the Purchase Order:

First payment (Deposit): 50% of the total Contract amount. This payment has the status of Caparra Confirmatoria (pursuant to Art. 1385 of the Italian Civil Code). This means that in the event of a breach of the Contract by the Buyer, the Supplier has the right to terminate the agreement and retain the deposit as compensation for damages without the need to prove their amount in court.

Second payment (Balance): 50% of the value, as well as 100% of shipping, insurance, and applicable taxes, are payable upon receipt by the Buyer of notification that the Sculpture is ready for shipment (Notification of Completion).

No Sculpture can be handed over to the carrier or issued to the Buyer until all funds have been fully credited to the Supplier's bank account. The fact of receiving payment is a mandatory condition for proceeding to the logistics stage.

• All settlements are made exclusively in Euro (EUR).

• Payment is made by bank transfer (SEPA for EU countries or SWIFT for international payments) to the details specified in the Invoice.

• The Buyer is obliged to indicate the Invoice number in the payment purpose for transaction identification.

• In case of delay of any payment, the Supplier reserves the right to suspend any work under the Contract or postpone shipment.

• Pursuant to Italian Legislative Decree No. 231/2002, a penalty is automatically accrued on the amount of debt at the rate of the ECB interest rate increased by 8 percentage points.

• The Buyer agrees to reimburse the Supplier for all reasonable debt collection costs, including attorney fees, court costs, and collection agency services.

• The price of the Sculpture is a "Net to Pay" amount (to be received in full). The Buyer is responsible for all bank commissions (specifically correspondent bank commissions of the OUR type).

• The Buyer does not have the right to make any withholdings or set-offs from the payment amount without the prior written consent of the Supplier.

Pursuant to Art. 1462 of the Italian Civil Code, the Buyer cannot suspend or delay payment due to any claims regarding defects or non-conformity of the goods. The Buyer must first fulfill their payment obligations in full, after which they can make claims in accordance with the Warranty section.

After completion of production, the Supplier sends the Buyer an official Notice of Readiness. From the date of this notification, the Buyer has 30 calendar days for full payment of the balance and agreement on the delivery schedule.

If the Buyer does not pay the balance within the established period:

• Default interest: Starting from the 31st day after the Notice of Readiness, interest in the amount of 1.5% per month (18% per annum) is accrued on the debt amount.

• Storage costs: If delivery is delayed due to the Buyer's fault or due to non-payment, the Buyer is responsible for storage costs. The free storage period lasts 30 days. After this, a storage fee is charged in an amount determined by the Supplier (depending on the dimensions of the Sculpture), which must be paid before shipment.

Pursuant to Art. 1456 of the Italian Civil Code, the parties agree that non-payment of the balance within 120 calendar days from the date of the Notice of Readiness gives the Supplier the right to unilaterally terminate the Contract. The termination is considered effective from the moment the Supplier sends a written notification of the exercise of this right.

In case of termination of the Contract due to non-payment of the balance (after 120 days):

• Loss of deposit: The Buyer irrevocably loses their deposit (paid as Caparra Confirmatoria). These funds remain with the Supplier as minimum compensation for used materials, artisans' labor, and lost profit.

• Transfer of ownership: The Sculpture becomes the exclusive property of Ariete Art. The Supplier is released from any obligations to the Buyer regarding this product.

• Right of disposal: The Supplier reserves the full right to resell the Sculpture to third parties, change its design, utilize, or use it for their own needs at their discretion.

Pursuant to Art. 2756 of the Italian Civil Code, the Supplier has the right to retain the Sculpture and any documentation related to it until the Buyer fully repays all amounts, including the principal debt, default interest, and accrued storage costs.

The Buyer acknowledges that Sculptures are complex artistic objects that are manufactured by hand. All execution terms indicated in the Proposal or Order are estimated and are not strict deadlines ("termine essenziale"), unless this was expressly agreed by the Parties in writing. The Supplier will make all commercially reasonable efforts to adhere to the schedule, but is not responsible for minor delays caused by the artistic process or technological features (for example, drying time of molds, patina reaction, etc.).

The countdown of the lead time starts exclusively after the Buyer has fulfilled all the following conditions:

• Signing of the final Purchase Order.

• Full approval of all Specifications, drawings, and 3D models.

• Receipt of the first payment (deposit) in full to the Supplier's bank account.

Any delay in fulfilling these conditions automatically postpones the start date of production.

The Ariete Art production process is organized according to the "queue and capacity" principle. Each order is allocated a specific "production slot" in the workshop schedule.

• Risk of displacement: If the Buyer delays the provision of necessary information, approval of samples, or making payments, they risk losing their slot.

• Consequences: In this case, the order is moved to the next available period in the schedule. The Buyer agrees that a delay on their part of 1 week can lead to a postponement of the completion deadline by a month or more, depending on the workload of the workshop with other projects.

Any request for a change of design, materials, or finishing received after the start of production immediately stops work ("Work Stop"). Production will resume only after:

• Evaluation by the Supplier of the possibility of making changes.

• Signing of an Addendum to the Contract with new terms and price.

• Payment of additional costs, if any have arisen.

The Supplier undertakes to promptly inform the Buyer of any circumstances that may significantly affect the deadline for completion of works. However, a production delay not exceeding 20% of the initially planned term is not considered a breach of the Contract and does not give the Buyer the right to terminate the agreement or demand compensation for damages.

Unless expressly stated otherwise in the Purchase Order, delivery is carried out on EXW (Ex Works) or FCA (Free Carrier) terms from the Supplier's warehouse (Italy).

Risk transfer: The risk of accidental damage or loss of the Sculpture passes from the Supplier to the Buyer at the moment of handing over the goods to the first carrier or the Buyer's agent.

Ownership rights: Legal title to the Sculpture passes to the Buyer only after full payment of the cost of the goods and all related expenses (delivery, storage, etc.).

Ariete Art may, as an additional service, assist in organizing delivery through third-party transport companies. In this case:

• The Supplier acts exclusively as an intermediary on behalf of and at the expense of the Buyer.

• The Buyer is obliged to pay the full cost of delivery before the moment of shipment.

• Any delays caused by logistics companies, customs authorities, or weather conditions are beyond the Supplier's control and are not grounds for claims.

Standard delivery is carried out according to the "curbside" principle:

• The carrier delivers the cargo to the nearest accessible point near the indicated address where a truck can approach.

• Unloading: The Buyer bears full responsibility for unloading crates from the vehicle. The driver is not obliged to provide assistance in unloading, unpacking, or moving the Sculpture.

• The Buyer must prepare necessary equipment (crane, forklift, rigging) and qualified personnel in advance.

The Buyer guarantees that the delivery location is safe and accessible for large-sized transport. The Buyer is obliged to check:

• Width of access roads, availability of truck entry permits.

• Dimensions of all access points to the final installation site (doorways, elevators, stairs, corridors).

Inability to deliver the product due to incorrect access measurements or site unpreparedness is the exclusive responsibility of the Buyer. All costs for redelivery or return of the cargo to the warehouse are paid by the Buyer.

Primary inspection: The Buyer is obliged to inspect the packaging and the Sculpture itself immediately at the moment of receipt, while the courier/driver is still present.

Claim procedure: In case of detection of damage, the Buyer MUST make a corresponding note in the transport waybill (CMR/Delivery Note) and take photographic evidence. Failure to record damage at the moment of receipt voids the possibility of making claims against the carrier and the Supplier.

Sculptures are not automatically insured during transit. The Supplier strongly recommends the Buyer to order full cargo insurance ("All Risks"). At the Buyer's request, the Supplier can assist in arranging insurance at the Buyer's expense.

The Buyer is obliged to conduct a thorough inspection of the Sculpture at the moment of its delivery before the transport company leaves the unloading site:

• External inspection: Checking the integrity of the packaging (crates, crating). In case of visible damage to the packaging, the Buyer must demand the unpacking of the product in the presence of the driver.

• Recording of defects: Any claims regarding damage incurred during transportation (scratches, chips, deformations) must be clearly recorded in the transport waybill (CMR, Delivery Note, or Waybill) and signed by the driver.

• Presumption of integrity: Signing the waybill without remarks means that the Goods were delivered in proper condition. The Supplier does not accept claims regarding mechanical damage discovered after the carrier has left the delivery site.

The Supplier provides a Warranty on the structural integrity of the product for the term indicated in the object's passport (by default — 12 months, unless otherwise stipulated).

• What the warranty covers: Manufacturing defects of welds, hidden casting defects, or internal frame defects that prevent the safe operation of the Sculpture.

• Exceptions to the warranty: The warranty does not extend to:

1. Damage resulting from vandalism, natural disasters, or accidents.

2. Consequences of improper installation, if it was not carried out by the Ariete Art team.

3. Natural aging of materials (change of patina color, appearance of natural tarnish on metals, micro-cracks in natural stone).

4. Damage due to the use of aggressive chemical cleaning agents not provided for in the care instructions.

To preserve the warranty, the Buyer is obliged to adhere to the Maintenance Schedule provided by the Supplier. Untimely or improper care leading to the deterioration of the aesthetic appearance or structural integrity voids the warranty obligations.

Pursuant to Art. 59 of the Italian Legislative Decree No. 206/2005 (Codice del Consumo) and pan-European norms, the right to contract termination and return of goods ("right of withdrawal") does not apply to goods manufactured to the Buyer's individual specifications or those having a clearly expressed personalized nature.

Ariete Art sculptures are made to order and are not subject to return or exchange due to the Buyer's change of decision ("change of mind").

In case of detection of a substantiated warranty defect, the Supplier at their own discretion chooses the method of solving the problem:

• Repair of the product on site by the Supplier's specialists.

• Return of the product to the workshop for restoration (in this case, logistics costs are distributed by agreement of the parties).

• Replacement of the product (only in case of impossibility of repair).

The Buyer acknowledges and agrees that each Ariete Art Sculpture is handmade using traditional and modern craft methods. Unlike mass industrial production goods, Sculptures may have unique features which are evidence of the authenticity of the artistic process and are not considered defects.

Stone is a natural material formed over millions of years. The following characteristics are its inherent properties:

• Textural variations: Natural "veins", mineral inclusions, color transitions, and internal micro-cracks (so-called "dry veins"), which do not affect structural strength.

• Uniqueness: The Buyer understands that the stone sample shown in the visualization may differ from the final block in pattern and color intensity.

• Bronze and patina: Patination is a chemical process performed by hand. The Buyer agrees to the presence of variations in shades, tonal depth, and "cloudiness" of the patina. Bronze is a "living" material that may change color over time under the influence of the environment.

• Mirror polished stainless steel: Achieving absolute optical perfection on large curved surfaces is technically impossible. Microscopic pits (pinholes), barely visible polishing lines (hairlines), or minor reflection distortions resulting from welding and manual grinding are allowed.

• Corten steel: The oxidation process of Corten steel is uneven. The Buyer accepts the presence of streaks, spots, and color change from orange to dark brown as part of the aesthetic concept.

To objectively assess surface quality, the Parties establish an industry standard for inspection:

Any aesthetic features, textural nuances, or micro-deviations that are not visible to the naked eye from a distance of 1 (one) meter under natural or standard office lighting are considered acceptable and are not grounds for complaint, repair, or price reduction.

Visualizations and 3D models are provided only to illustrate the general concept and proportions. Due to differences in screen settings, lighting during rendering, and the uniqueness of natural materials, the Supplier does not guarantee a 100% color and texture match between the digital image and the finished physical object.

If the Sculpture is intended for outdoor installation, the Buyer assumes the risks associated with natural oxidation, patina leaching, or change in metal luster due to the influence of precipitation, UV radiation, and temperature changes. Such changes are considered the "natural evolution" of the artwork.

All intellectual property rights to Sculptures, including but not limited to sketches, drawings, 3D models, visualizations, prototypes, and the artistic concept itself (design), belong exclusively to Ariete Art. The sale of the physical object (Sculpture) does not imply the transfer of copyright to the Buyer.

By purchasing a Sculpture, the Buyer receives the right to its possession, display, and use for personal (non-commercial) purposes. The Buyer is strictly prohibited from:

• Reproducing, copying, or replicating the Sculpture (in whole or in part) independently or through third parties.

• Using the design of the Sculpture to create derivative works.

• Using the image of the Sculpture as a trademark, logo, or for any other commercial purposes without the prior written consent of the Supplier.

All materials provided to the Buyer prior to the conclusion of the Contract (presentations, finishing samples, specifications) are considered confidential. The Buyer has no right to transfer them to third parties (for example, to other manufacturers for cost estimation of producing an analogue). In case of non-signing of the Contract, the Buyer is obliged to delete or return all digital and physical copies of these materials at the Supplier's request.

The Supplier reserves the right to:

• Carry out photo and video shooting of the Sculpture at any stage of production and after its completion.

• Use these images in their marketing materials, on the official website, in social networks, and catalogs to demonstrate their portfolio.

In the event that the Sculpture is installed in a private possession, the Supplier undertakes not to disclose the exact address and personal data of the Buyer without their consent. If the Buyer desires full confidentiality regarding the publication of images, this must be formalized as a separate written agreement (Non-Disclosure Agreement).

The Buyer undertakes not to remove, cover, or alter the author's marking, signature, or Ariete Art logo if they are applied to the Sculpture. When publicly displaying the Sculpture (for example, in the press or at exhibitions), the Buyer must indicate Ariete Art as the author of the work.

In accordance with the legislation of Italy and international conventions on copyright, the author (Ariete Art) retains inalienable moral rights to the work, including the right to protection of the integrity of the work (prohibition on making changes to the sculpture that may harm the author's reputation).

This Agreement, as well as all matters relating to its conclusion, performance, interpretation, or termination, shall be governed exclusively by the substantive and procedural law of Italy. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this relationship.

In the event of any disputes, claims, or disagreements arising from this Contract, the Parties undertake to first make every effort to resolve the issue through good faith negotiations.

The period for mandatory pre-trial settlement is 30 (thirty) calendar days from the moment one of the Parties receives a written claim.

If the dispute has not been resolved through negotiations within the specified period, it shall be subject to exclusive consideration in the competent courts of Italy:

• For B2B (business clients): All disputes are submitted for consideration to the court at the place of official registration of the Supplier (Ariete Art). This provision is an exclusive agreement on jurisdiction.

• For B2C (private clients/consumers): According to the Codice del Consumo, jurisdiction is determined by the place of residence or domicile of the Buyer if they act as a final consumer within the EU.

The official language of any judicial or arbitration proceedings is Italian. Any translations of the Contract into other languages (in particular English or Ukrainian) are made exclusively for the convenience of the Buyer. In case of discrepancies in interpretation, the text in Italian shall prevail.

The losing Party in a legal dispute undertakes to reimburse the other Party for all documentarily confirmed expenses related to the case consideration, including state fees, costs for technical expertise of Sculptures, and reasonable attorney fees.

Filing a lawsuit does not release the Buyer from the obligation of full and timely payment of the cost of the Sculpture, unless otherwise established by the court within the framework of interim measures.

The Buyer acknowledges that the price of the Sculpture indicated in the main Contract does not include services for its assembly, installation, or site preparation. Any works carried out by the Ariete Art team at the Buyer's facility are considered additional services.

The provision of installation services is regulated by a separate Service Agreement (Installation Agreement) or a special Addendum to the main Contract. Works begin only after signing such a document and payment of the corresponding invoice.

The cost of installation services is calculated individually for each project, based on the following factors:

• Object remoteness: Geographic location of the installation site.

• Team logistics costs: Full reimbursement of travel expenses for the working group (plane, train tickets, car rental, fuel).

• Complexity of works: Use of special equipment (cranes, manipulators), complexity of fastening to the surface, high-altitude works, etc.

• Preparatory works: Assessment or preparation of foundations, load-bearing structures, or engineering utilities.

• Team costs: Per diems, accommodation, and payment of man-hours of specialists.

Prior to the arrival of the installation team, the Buyer is obliged to:

• Ensure full compliance of the site with the Supplier's technical requirements.

• Provide unimpeded access to the installation site at the agreed time.

• Ensure the availability of necessary power sources, lighting, and, if necessary, auxiliary labor or equipment that were agreed upon in advance.

The Supplier is responsible for the quality of installation works carried out directly by their team. However, the Supplier is released from liability if installation is impossible to perform or if defects arise due to hidden structural flaws of the facility (for example, a weak foundation) about which the Buyer did not inform in advance.