Scope of Application 

  1. These General Terms and Conditions of Sale ("General Conditions") apply to any supply of LayerStone panels or other LayerStone products ("Products") that will be executed to any customer ("CLIENT") by any company or division of the GammaStone Group ("SELLER"), even if these General Conditions are not expressly mentioned or expressly accepted by the CLIENT from time to time.
  2. No provision that deviates from these General Conditions shall be binding on the SELLER unless included in the "Sales Contract", as defined in the subsequent paragraph 3.2, included in the documents subsequent to the Sales Contract, and the content thereof has been accepted in writing by the SELLER. In any case, even if diverging provisions are agreed upon, these General Conditions apply to the parts not expressly disregarded.
  3. In no case shall the CLIENT's general contract conditions be binding on the SELLER, even if mentioned or included in orders or in any other document transmitted by the CLIENT to the SELLER. No conduct of the SELLER shall be interpreted or used to express the SELLER's tacit acceptance of the CLIENT's general contract conditions.
  4. In no case shall the SELLER be bound by acts and/or behaviors of its agents, as they lack any power to bind the SELLER.
  5. In the case where the CLIENT is a consumer, the provisions of these General Conditions do not prejudice the CLIENT's rights provided by the applicable law for sales made to consumers.

Products - Modifications 

  1. Any representation and/or image relating to the Products included in websites, brochures, catalogs, price lists, or other similar documents of the SELLER is indicative and purely illustrative. Similarly, samples and models should be considered only as an indication of the characteristics of the products in terms of weight, size, aesthetic and technical performance, and characteristics and are only an approximate and/or general indication and do not have binding value for the SELLER unless they are expressly mentioned as such in the written acceptance of the offer by the SELLER and do not represent the final aesthetic result of the Products. The technical and physical characteristics of the Products as well as their qualities are described in the SELLER's technical manuals. Any other document, including the technical and physical characteristics and the qualities of the Products, is purely indicative and does not bind the SELLER.
  2. The SELLER declares that the Products comply with applicable Italian and European industrial standards. Any Products will be used and applied in accordance with the SELLER's instructions for use contained in the catalogs and/or technical manuals of the SELLER with reference to the Products in question or with instructions otherwise communicated and/or made available by the SELLER to the CLIENT, in any case, in compliance with the diligence required by the nature of the Products. Otherwise, the CLIENT will entail the forfeiture of the warranty and the inapplicability of the warranty rights referred to in Article 7 below or any other legal or agreed warranty.
  3. It is the CLIENT's responsibility, before the execution of the Sales Contract, to ensure that the Products are suitable for their specific purpose and/or intended use and, furthermore, that they also comply with the laws and regulations applicable in the place where the CLIENT will import, distribute, sell or use them in any way.
  4. The CLIENT will inform the purchasers of the Products and third parties of the characteristics of the Products and the instructions for use and application of the same in accordance with the indication provided by the SELLER. Notwithstanding the above, the CLIENT is solely responsible for the statements it will make to third parties with reference to the Products, their characteristics, and their use or application and must compensate and hold the SELLER harmless from any damages possibly suffered by the SELLER in reference to or in connection with such statements of the CLIENT, in case they turn out to be false, incomplete, or inaccurate.

Quotations - Execution of Sales Contract - Tolerances 

  1. Written or verbal quotations issued by the SELLER should not be considered valid contractual proposals.
  2. The sales contract ("Sales Contract") is executed as follows:
    • An offer is sent by the SELLER to the CLIENT, and the CLIENT then sends their written acceptance of such offer to the SELLER, without any modification to the offer itself; or
    • A purchase order is sent by the CLIENT, and the SELLER then sends their written acceptance of such order to the CLIENT.
  3. For the purposes of paragraph 3.2 letter a) above, the following facts or actions constitute the written acceptance of an offer from the SELLER by the CLIENT:
    • The receipt by the SELLER of a letter of credit sent by the CLIENT;
    • The receipt by the SELLER of all or part of the relevant purchase price;
    • The receipt by the SELLER of a purchase order from the CLIENT.

In such a case, any order from the CLIENT that differs from the provisions of the SELLER's offer will be binding for the SELLER only if and to the extent that the SELLER has expressly accepted it in writing. 

  1. Furthermore, for the purposes of the aforementioned paragraph 3.2 letter b), in the event that the SELLER's acceptance includes terms and conditions different from those of the CLIENT's order, the Sales Contract is considered concluded under the conditions included in the SELLER's acceptance, unless the CLIENT notifies in writing to the SELLER of not accepting the terms and conditions of the SELLER's acceptance within 1 (one) business day from receiving such acceptance.
  2. All supplies of Products will include only what is expressly indicated in the Sales Contract.
  3. The CLIENT acknowledges to the SELLER the quantity and quality tolerances arising from the Sales Contract or from the use and practices of the industry of the Products.

Packaging - Delivery Term - Delivery Times 

  1. The Products will be packaged and ready for shipment in accordance with the standard protection methods generally adopted by the SELLER for the Products in question, considering the mode of transport agreed upon. The CLIENT may request from the SELLER any special packaging or additional protection deemed necessary, and in such case, the CLIENT will bear all related costs.
  2. Unless otherwise specified in the Sales Contract, the Products will be delivered to the CLIENT in accordance with the Incoterms rule, ICC latest version, Ex Works (EXW) - SELLER's premises indicated in the Sales Contract. CLIENT authorizes the SELLER to sign, on behalf of the CLIENT, all transport documents that must be signed at the time of collection of the Products at the SELLER's premises, such as the CMR. In the event the Incoterms ICC rule agreed upon between the parties stipulates that the CLIENT will take care of the transport of the Products outside Italian territory:
    • In the case of intra-EU supply, within 45 (forty-five) days of receipt of the Products at its premises, the CLIENT will send to the SELLER an original or a copy of the international transport document CMR or another transport document, signed at the destination by the CLIENT or, in the absence of the international transport document CMR, a declaration of receipt of the Products issued based on the form in Annex -1- available for download at
    • In the case of extra-EU supply, the CLIENT must:
      • Present the customs export declaration (SAD-EX + EAD) and validate the MRN (Movement Reference Number) at the EU territory customs of the Products' exit, within 90 (ninety) days from the delivery date in Italy;
      • Send to the SELLER, within 90 (ninety) days from the delivery date, documents proving the export of the Products (customs export declaration SAD-EX + EAD + exit certification);

Inform the SELLER in writing as soon as such submission is completed and provide the SELLER with any other document proving the execution of such formalities, as well as the exit of the Products from the EU Territory.
In the event the CLIENT violates the obligations of this paragraph 4.2, the SELLER has the right to immediately charge the CLIENT the amount of the applicable value-added tax related to the supply and connected to the lack of proof of transport of the Products to another EU Member State or the failure to carry out customs formalities. In any case, the CLIENT shall indemnify and hold the SELLER harmless in relation to any payment due to the tax offices for fines, interest, or on any other basis, in relation to the supply and lack of proof of transport of the products to another EU Member State or the failure to carry out customs formalities. In this regard, the SELLER has the right to: (i) offset any amount due by the CLIENT under this paragraph 4.2 against any amount due, for any reason, by the SELLER to the CLIENT; or (ii) definitively retain any amount received in relation to the Sales Contracts, offsetting the CLIENT's debt under this paragraph 4.2 with all sums already paid by the CLIENT. 

  1. The SELLER will deliver the Products by the delivery date specified in the Sales Contract, in a single delivery or in partial deliveries. The delivery date is not always considered essential or peremptory. The SELLER will not reimburse any damages, direct or indirect, suffered by the CLIENT due to delays in the delivery of the Products. In no case of delay in the delivery of the Products will the CLIENT have the right to terminate the Sales Contract.
  2. Upon receipt of the Products, the CLIENT must report any damage to the packaging and/or shortages or anomalies of the Products occurring during transport, stating the details of such events on the transport document, and must also:
    • Have such notification countersigned by the carrier; and
    • Inform the SELLER immediately in writing and send to the SELLER a copy of the countersigned document within and no later than 8 (eight) days from the date of receipt of the Products.

Otherwise, the SELLER will not be responsible for any losses, damages, or theft of the Products occurring during transport, even if the risks of transport were, in whole or in part, the responsibility of the SELLER. 

Prices - Payment - Late Payment 

  1. The Products will be supplied at the prices agreed upon between the parties in the Sales Contract or, in the absence of prices mentioned in the Sales Contract, at the prices resulting from the SELLER's price list in force at the time of execution of the Sales Contract. Unless otherwise indicated in writing, the prices of the Products included in the SELLER's price lists, quotations, and/or offers are in Euros or Dollars, net of local taxes and for delivery according to the ICC rule, latest version, Ex Works (EXW) - SELLER's premises indicated in the sales contract. Therefore, if a different Incoterms rule is agreed upon between the parties, the invoiced amount will be adjusted accordingly, including transport expenses of the sales invoice and all other costs associated with the Incoterms rule.
  2. The Client will pay for the Products according to the methods and terms of payment provided for in the Sales Contract or otherwise agreed upon in writing between the parties. No payment will be considered made by the CLIENT until the related amount has been credited to the SELLER's bank account. The payment will be made by the CLIENT in Euros or in the currency of the place where the CLIENT has its legal headquarters, at the discretion of the SELLER, in accordance with the currency indicated by the SELLER in the relevant sales invoice.
  3. If the CLIENT is in default of its payment obligations, the SELLER may:
    • Obtain payment of late interest in accordance with applicable law; and
    • Withhold ongoing and future deliveries, upon written notice to the CLIENT, until all due amounts and late interest have been fully paid.
  4. If the late amounts and interest remain unpaid 30 (thirty) days after the agreed payment deadline, the SELLER may also, at its discretion, alternatively or cumulatively, and in addition to any other right or remedy available under the law or under these General Conditions:
    • Request accelerated payment of all remaining payments and declare the total balance due, even if installment or deferred payments or other payment documents have been agreed upon and issued and expired;
    • Terminate the Sales Contract in question and definitively retain any amount received in relation to such Sales Contract or other Sales Contracts, offsetting the CLIENT's debt with any sum already paid by the CLIENT;
    • Make future deliveries of Products only on a prepaid basis, even with reference to supplies still to be executed;
    • Cancel discounts and bonuses possibly agreed upon between the parties also with reference to Sales Contracts already regularly executed.
  5. The SELLER has the right to exercise the rights under the previous paragraphs 5.3 and 5.4 also in the event that:
    • The CLIENT is in the process of liquidation, bankruptcy, debt restructuring, or enforcement procedures;
    • The SELLER's insurance company refuses insurance coverage for the SELLER's claims against the CLIENT;
    • The CLIENT is in financial difficulty capable of hindering the regular execution of payment obligations arising, by way of example, from the non-payment of checks or other payment documents, reduction of granted guarantees and/or failure to grant promised guarantees, as well as any unpaid amount, even if such circumstances have occurred with other suppliers of the CLIENT.
  6. The CLIENT may not claim any breach of contract by the SELLER, nor may it initiate any lawsuit or legal action against the SELLER, until any amount resulting due to the SELLER under the above paragraphs 5.3 and 5.4 has been paid in full by the CLIENT.

Retention of Title 

The SELLER shall retain exclusive ownership of the Products sold until their price has been fully paid by the CLIENT. Notwithstanding the above, the risks of loss of the Products shall be governed by the Incoterms rule agreed upon between the parties for the delivery of the Products. 

In the event of failure or delay in fulfilling the obligation to pay the price of the Products, without prejudice to the rights referred to in paragraphs 5.4, 5.5, and 5.6, the SELLER has the right to enter the premises where the Products are held, repossess the Products and retain, as liquidated damages, any amount already paid by the CLIENT with reference to such Products. 


  1. Notwithstanding the provisions of paragraphs 2.1, 2.2, 2.4, and 3.6 regarding modifications to the Products and tolerances, the SELLER guarantees that the Products will conform to the Sales Contract, the classification indicated in the technical manuals, catalogs, and/or price lists of the SELLER, and that they will be free from manufacturing defects. The warranty period is 12 (twelve) months from the date of collection of the Products at the SELLER's premises, regardless of the Incoterms rule agreed upon for delivery.
  2. The following are expressly excluded from the warranty:
    • Chromatic alterations, differences in tone, variation in natural veining, differences in texture, difference in granulometry, presence of inclusions, difference in structure, difference in porosity, difference in density, difference in surface finish of the Products;
    • Products identified in the Sales Contract as being of a lower quality than first quality products or as close-out sales products or as Special Lots;
    • Products applied and/or installed non-compliant with the industry standards applicable to them;
    • Products used or applied on surfaces and/or in spaces or environments different from those indicated by the SELLER;
    • Products used not in accordance with the instructions and/or indications provided by the SELLER included in the catalogs and price lists of the SELLER or otherwise communicated to the CLIENT by the SELLER, including the instructions referred to in paragraph 2;
    • Products used non-compliant with the standard diligence and/or techniques required by the nature of the Products;
    • Frost resistance of the Products, unless such a characteristic of the Products has been declared by the SELLER in the technical manual of the Products;
    • Characteristics of the Products resulting from the classification of multilayer lightweight panels with natural stone finish (i) carried out by control and/or certification authorities other than the authorities of the Member States of the European Union and/or (ii) carried out on the basis of criteria different from those used by the SELLER.
  3. Subject to the provisions of the aforementioned paragraph 4.4, the CLIENT must inspect the Products as soon as possible and inform the SELLER in writing of any non-conformities or defects, via fax or email, within and not exceeding the following deadlines; otherwise, the warranty will be forfeited and the warranty rights inapplicable:
    • Differences in type or quantity compared to the agreed type or quantity of the Products: 8 (eight) days from the delivery of the Products at the CLIENT's premises and, in any case, before the application of the Products;
    • Non-conformities or hidden defects of the Products: 8 (eight) days from their discovery and, for the avoidance of doubt, within the warranty period.
  4. The SELLER shall have the right to examine the Products, or samples of the Products, which the CLIENT declares non-conforming or defective, in order to verify the instructions relating to the configuration and/or application of the Products and/or the use of the Products in accordance with the provisions of these General Conditions. In this regard, the CLIENT has the right to return to the SELLER the Products that the CLIENT considers non-conforming or defective only with the written authorization of the SELLER and only on the condition that the CLIENT assumes all costs and risks for the shipment of the Products. Authorization to return the Products or samples of the Products allegedly non-conforming or defective shall never be interpreted as recognition of the alleged non-conformities or defects by the SELLER.
  5. In the event that the Products are ascertained by the SELLER as actually non-conforming or defective, the CLIENT shall only be entitled to obtain, at the discretion of the SELLER:
    • Replacement of the non-conforming or defective Products; or
    • Partial or total exemption from the payment of their price, depending on the severity of the non-conformities or defects.
  6. For the purposes of paragraph 7.5 letter (a), the Products to be delivered in replacement of non-conforming or defective Products must be delivered to the CLIENT in accordance with the ICC Incoterms. 2010 rule DDP - CLIENT's premises. The Products that have been replaced shall, at the discretion of the SELLER, be destroyed or disposed of by the CLIENT, at their own expense, or returned to the SELLER, at the SELLER's expense. In the event that the Products must be destroyed or disposed of by the CLIENT, the CLIENT undertakes to send to the SELLER proof of the destruction or disposal of the Products, along with documents proving the costs incurred by the CLIENT for the destruction or disposal of the same.
  7. The rights and remedies described in paragraphs 7.5 and 7.6 are the only warranty rights and remedies granted to the CLIENT. To the maximum extent permitted by applicable law, any other liability and obligation of the SELLER, which may in any way arise from or in connection with the supply of non-conforming or defective Products - including, but not limited to: compensation for direct or indirect or consequential damages, loss of profits, etc. connected to such liability - is expressly excluded.
  8. This warranty supersedes and excludes any other warranty, express or implied, provided by law or otherwise.

Force Majeure 

  1. The SELLER shall not be held liable for non-performance or delay in fulfilling the obligations undertaken in relation to the supply of Products if such failure or delay is due to the occurrence of a force majeure event such as wars, fires, earthquakes, floods, tsunamis, strikes, labor or occupation difficulties, supply shortages or scarcity of raw materials, restrictions on the use of power, suspension or difficulties in transportation, plant breakdowns, acts of public authorities, or any other event or cause of any kind, similar or dissimilar, that cannot be reasonably foreseen or provided against and that cannot be overcome by the SELLER with reasonable diligence.
  2. In such a case, the term for the fulfillment of the obligation is extended for the duration of such a force majeure event. If such a force majeure event continues for a period longer than 6 (six) months, the CLIENT has the right to terminate the underlying sales contract, giving written notice to the SELLER by registered letter with return receipt or courier, and the SELLER assumes no responsibility.


The invalidity or unenforceability of any provision, or part of it, of these General Conditions does not affect the validity or enforceability of any other provision. 


  1. The CLIENT undertakes: (i) to treat with the utmost confidentiality all information/data/drawings/know-how/documentation transmitted by the SELLER or which may come to know in connection with the execution of any Sales Contract, even if not marked or identified as secret or confidential ("Confidential Information"); (ii) not to disclose or inform third parties in whole or in part of the Confidential Information, without the prior written consent of the SELLER; (iii) to limit the use of Confidential Information and access to it for purposes related to the execution of the Sales Contracts; (iv) to adopt all necessary measures to ensure that its employees and collaborators do not disclose the Confidential Information to third parties or use it inappropriately. Confidential Information cannot be copied or reproduced in any way, except with the prior written consent of the SELLER, and all copies of the Confidential Information will be immediately returned to the SELLER upon simple written request from the same.
  2. The above provisions do not apply to information that (i) is public or accessible to the public not due to a disclosure by the CLIENT or the employees or collaborators of the CLIENT; or (ii) was already available to the CLIENT before receiving it from the SELLER; or (iii) is disclosed by third parties who have no obligation of confidentiality or use restrictions on the same; (iv) can be disclosed according to a written authorization from the SELLER.

Applicable Law - Dispute Resolution 

  1. These General Conditions and all Sales Contracts that will take place based on the same shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) and, for matters not covered by such Convention, by Italian laws.
  2. Any dispute arising from or in relation to these General Conditions or in relation to a Sales Contract occurring based on the same shall be resolved in accordance with the following provisions:
    • If the CLIENT has its legal headquarters within the European Union, Switzerland, Norway, or Iceland, the dispute shall be subject to the jurisdiction of the Italian courts and shall be submitted exclusively for its resolution to the Court of Rome (Italy).
    • In any other case, the dispute shall be exclusively referred to and finally resolved by arbitration, by a sole arbitrator, in accordance with the Rules of the Arbitration Chamber of Rome (the Rules). The seat of the arbitration shall be, and the award shall be delivered in, Rome (Italy). The language to be used in the arbitration proceedings is English.
  3. Notwithstanding the above provisions, the SELLER is exclusively granted the right to initiate legal action under the jurisdiction of the CLIENT before the competent court.