GENERAL TERMS AND CONDITIONS OF SALE

GMT – Great Masters of Time Italia S.r.l.

Art. 1 – Scope of Application

1.1. These General Terms and Conditions of Sale (“General Terms and Conditions”) govern the sale by GMT – Great Masters of Time Italia S.r.l., with registered office in Milan (“GMT” or the “Seller”), of watches, jewellery, accessories and other products marketed by it (“Products”).

1.2. These General Terms and Conditions apply to sales concluded in Italy and abroad, at GMT’s business premises, as well as by email, telephone, messaging services, electronic means or other means of distance communication.

1.3. These General Terms and Conditions apply both to Products already available at GMT and to Products procured by GMT following a specific order from the Customer.

1.4. Where the purchaser qualifies as a consumer under the applicable law (“Consumer”), any mandatory rights granted to the Consumer under the applicable law shall remain unaffected.

1.5. Any special terms set out in the Order Confirmation or in any other document specifically accepted by the parties shall prevail over these General Terms and Conditions solely with respect to the matters expressly governed therein.

PART I – PRODUCTS AND ORDERS

Art. 2 – Role of GMT

2.1. GMT acts as an authorised retailer of the brands it markets and not as the manufacturer of the Products, unless expressly stated otherwise.

2.2. The essential characteristics of the Products are those indicated in the Order Confirmation. For a complete description of the Products, reference may be made to the official documentation of the relevant manufacturer.

2.3. Images, photographs, renderings and other representations are for illustrative purposes. Any minor differences arising from the characteristics of the materials, craftsmanship or manufacturing processes shall not constitute a defect or lack of conformity, provided that they do not substantially alter the characteristics of the Product.

Art. 3 – Product Categories

3.1. For the purposes of these General Terms and Conditions, the Products are divided into the following categories:

A. Available Product

Product already physically held by GMT and available for sale.

B. Product on Order

Product not physically available at GMT at the time of the order and which GMT will procure from the manufacturer, distributor or supplier following the Customer’s express request.

C. Special Order

Product in respect of which GMT, following the Customer’s express request, assumes or will assume a specific commercial and/or financial commitment towards the manufacturer, distributor or supplier for the purpose of procuring the Product.

A Special Order may also concern a standard catalogue Product and does not necessarily require the Product to be customised.

D. Customised Product

Product made, configured, engraved, modified or adapted according to the Customer’s specific requests or otherwise clearly personalised for the Customer.

3.2. The applicable category shall be indicated, where relevant, in the Order Confirmation.

Art. 4 – Order Confirmation and Conclusion of the Contract

4.1. Following the Customer’s request, GMT shall send or deliver to the Customer a document entitled “Order Confirmation”, containing, as applicable, the identification and summary description of the Product, the price, the amount of the confirmatory deposit and/or any other payment requested, the payment terms, the estimated delivery date or period (non-binding), any possible price variation, any requested customisation and any other special terms relating to the order.

4.2. The Order Confirmation and these General Terms and Conditions jointly constitute the contractual terms governing the sale. Any special terms stated in the Order Confirmation shall prevail over these General Terms and Conditions solely with respect to the matters expressly governed therein.

4.3. For Products on Order and Special Orders, the contract shall be deemed concluded upon:

a) the sending of the Order Confirmation by GMT, which implies the Customer’s acceptance of these General Terms and Conditions; and

b) receipt by GMT of the confirmatory deposit or any other amount requested.

4.4. Before sending the Order Confirmation, GMT may verify with the manufacturer, distributor or supplier whether the Product can actually be procured, its availability and, where possible, the estimated delivery date or period.

4.5. Payment of the confirmatory deposit or any other amount requested does not, in itself, constitute a guarantee by GMT that the Product will be available.

4.6. If GMT is unable to confirm the order, it shall inform the Customer and any amounts already received shall be refunded in full without undue delay.

4.7. Following GMT’s Order Confirmation, the order shall become binding on both parties in accordance with these General Terms and Conditions, without prejudice to any mandatory rights granted to the Customer under the applicable law.

PART II – SPECIAL ORDERS

Art. 5 – Binding Nature of Special Orders

5.1. The Customer acknowledges that, following confirmation of a Special Order, GMT may assume a financial and/or commercial commitment towards the manufacturer, distributor or supplier specifically for the purpose of procuring the Product requested by the Customer.

5.2. For this reason, once confirmed by GMT, the Special Order is final and binding and may not be unilaterally cancelled by the Customer, except for:

a) any mandatory rights granted to the Customer under the applicable law;

b) the cases expressly provided for in these General Terms and Conditions;

c) the Customer’s refusal to accept a price variation in the circumstances provided for in Art. 8;

d) the definitive unavailability of the Product in the circumstances provided for in Art. 10.

5.3. The Customer expressly acknowledges that GMT will place the order for the Product with the manufacturer in reliance on the commitment undertaken by the Customer.

5.4. The fact that the order is a Special Order shall be indicated in the Order Confirmation.

Art. 6 – Confirmatory Deposit

6.1. For Special Orders and in other cases expressly indicated, GMT may require an amount by way of a confirmatory deposit pursuant to Article 1385 of the Italian Civil Code.

6.2. The amount of the deposit shall be stated in the Order Confirmation and may vary according to the value and characteristics of the Product and the commitment undertaken by GMT towards its supplier.

6.3. As a general rule, the deposit may amount to 30% of the total price, without this constituting a fixed or mandatory percentage.

6.4. Upon due performance of the contract, the deposit shall be credited towards the price of the Product.

6.5. If, after conclusion of the contract and outside the cases in which the law or these General Terms and Conditions grant the Customer the right to withdraw from or cancel the order, the Customer:

• unilaterally cancels the Special Order;
• declares that it no longer intends to proceed with the purchase;
• fails to pay the balance;
• refuses delivery or collection of the Product;
• or otherwise fails to perform its essential obligations,

GMT may exercise the remedies provided for under Article 1385 of the Italian Civil Code, including, where the relevant conditions are met, the right to withdraw from the contract and retain the deposit, without prejudice to its right to pursue any further remedies permitted by law.

6.6. Nothing in this Article shall limit any mandatory rights to which the Customer may be entitled under the applicable law.

PART III – PRICE AND DELIVERY

Art. 7 – Price

7.1. The price of the Product and the applicable currency are stated in the Order Confirmation.

7.2. Where necessary, the Order Confirmation may specify the treatment of applicable taxes.

7.3. Any customs duties, local taxes, import costs, customs clearance charges and other charges imposed in the country of destination shall be borne by the Customer, unless expressly stated otherwise in writing.

7.4. GMT accepts no liability for exchange-rate differences.

Art. 8 – Changes to the Manufacturer’s Price List

8.1. For certain Products on Order or Special Orders, the price may be subject to changes in the manufacturer’s official price list occurring between the date of the order and the date on which the Product becomes available.

8.2. This circumstance may be expressly indicated in the Order Confirmation.

8.3. If the price list applicable to the order is increased, GMT shall inform the Customer of the new price.

8.4. The Customer may:

a) accept the new price and confirm the order; or

b) decline the increase and cancel the order, obtaining a full refund of the deposit and any other amounts paid.

8.5. The refund provided for in the preceding paragraph shall not entail payment of twice the amount of the deposit, as it constitutes the exercise of a right expressly provided for by the contract and not a breach by GMT.

Art. 9 – Estimated Delivery

9.1. For Products on Order and Special Orders, GMT shall provide an estimated delivery date or period based on the information available at the time of the Customer’s order and on the indications received from the manufacturer.

9.2. In view of the nature of the Products and the relevant production and allocation arrangements, the estimate may be expressed by reference to:

• a quarter of the year (e.g. Q3 2027);
• a half-year period (e.g. H2 2027);
• a number of months from confirmation of the order;
• a number of years from confirmation of the order;
• another period specifically indicated in the Order Confirmation.

9.3. The Customer acknowledges that GMT acts as a retailer and does not directly control the production and allocation times established by the manufacturer.

9.4. If GMT is informed of a significant delay compared with the original estimate, it shall inform the Customer as soon as reasonably possible and, where available, communicate the revised estimated delivery date or period.

9.5. A delay in production or allocation by the manufacturer shall not automatically entitle the Customer to cancel the Special Order, except as provided for in these General Terms and Conditions and subject to any mandatory rights granted under the applicable law.

Art. 10 – Definitive Unavailability

10.1. If, after the Order Confirmation, the manufacturer:

• permanently discontinues production of the Product;
• definitively refuses to allocate the Product;
• advises that it is unable to supply the Product;
• or another circumstance beyond GMT’s reasonable control occurs that makes supply definitively impossible,

GMT shall promptly inform the Customer.

10.2. In such circumstances, GMT shall refund in full all amounts received from the Customer in respect of the unavailable Product.

10.3. Such refund shall not entail payment of twice the amount of the deposit, to the extent permitted by the applicable law, since the inability to procure the Product results from circumstances beyond GMT’s control and does not constitute a voluntary refusal by GMT to perform.

PART IV – PAYMENT AND DELIVERY

Art. 11 – Balance

11.1. Unless otherwise agreed, the balance of the price shall be due when GMT informs the Customer that the Product is available for delivery.

11.2. GMT shall inform the Customer that the Product is available and provide instructions for payment of the balance.

11.3. Delivery or shipment may be conditional upon payment of the price in full.

Art. 12 – Shipping

12.1. Unless otherwise indicated in the Order Confirmation, GMT shall bear the costs of shipping and insurance to the agreed destination.

12.2. Any customs duties, local taxes, import costs and customs clearance charges in the country of destination shall be borne by the Customer.

12.3. Risk shall pass in accordance with the applicable law and, in the case of Consumers, subject to any applicable mandatory provisions.

12.4. The Customer is requested to check the integrity of the packaging upon receipt and promptly report any visible damage.

PART V – CUSTOMISED PRODUCTS

Art. 13 – Customised Products and Unique Pieces

13.1. Where the Customer requests modifications, configurations, engravings, materials, dimensions, finishes or other characteristics specifically made for the Customer, such characteristics shall be indicated in the Order Confirmation and/or related documentation.

13.2. Once confirmed by GMT, an order for a Customised Product is final and may not be modified or cancelled, subject to any mandatory rights provided for under the applicable law.

13.3. The Customer is hereby informed that the applicable law excludes the right of withdrawal in respect of goods made to measure or clearly personalised.

PART VI – CONSUMER RIGHTS

Art. 14 – Mandatory Consumer Protection Provisions

14.1. These General Terms and Conditions are not intended automatically to grant all Customers, irrespective of their country of residence, rights of cancellation, withdrawal or return beyond those provided for by the contract or by mandatorily applicable law.

14.2. Where the Customer qualifies as a Consumer, however, all mandatory rights granted to the Consumer under the applicable law shall remain unaffected.

14.3. Where mandatorily applicable law grants the Consumer a right of withdrawal in relation to a distance sale, GMT shall recognise such right in accordance with the time limits and procedures provided for by the applicable law.

14.4. For Consumers to whom the Italian rules governing distance contracts apply, the right of withdrawal may be exercised within the time limits and in accordance with the procedures provided for by the Italian Consumer Code, subject to the exceptions provided for by law, including those relating to goods made to measure or clearly personalised.

PART VII – WARRANTY AND ASSISTANCE

Art. 15 – Warranty

15.1. The Products are covered by the warranties provided for under the applicable law.

15.2. The Products may also benefit from the international commercial warranty offered by the manufacturer in accordance with the terms, conditions and duration established by the manufacturer.

15.3. GMT exclusively assists the Customer in managing warranty service in accordance with the procedures established by the relevant brand but assumes no liability in this respect.

15.4. Where permitted by the manufacturer, the Customer may also contact other authorised retailers, boutiques or service centres within the brand’s official network.

Art. 16 – Claims and Conformity

16.1. Any defects, anomalies or lack of conformity must be reported to GMT using the contact details indicated in the sales documentation.

16.2. Nothing in these General Terms and Conditions shall limit any mandatory rights that the Customer may have against the Manufacturer in relation to defective or non-conforming products.

PART VIII – GENERAL PROVISIONS

Art. 17 – Force Majeure and Refunds

17.1. To the extent permitted by applicable law, GMT shall not be liable for delays or impediments arising from circumstances beyond its reasonable control, including, by way of example, natural events, conflicts, government restrictions, customs measures, transport disruptions, pandemics, strikes, exceptional shortages of components or raw materials and other force majeure events.

17.2. In all cases where GMT refunds amounts previously paid by the Customer, it reserves the right to deduct any ancillary charges (such as fees, withholdings or other bank charges).

17.3. GMT shall endeavour to make refunds in the same currency in which it received the Customer’s payments.

Art. 18 – Communications and Form of Acceptance

18.1. The Order Confirmation and these General Terms and Conditions shall be deemed accepted by the Customer upon receipt of the relevant communication.

18.2. Acceptance may also be evidenced by the specific signing of the Order Confirmation, by communications exchanged between the parties or by any other conduct of the Customer capable of demonstrating the intention to proceed with the order, to the extent permitted by the applicable law.

18.3. Where deemed necessary in view of the nature of the order, the manner in which the contract is concluded or the applicable law, GMT may require a specific form of acceptance or confirmation from the Customer.

18.4. Communications relating to the contractual relationship may be made through any means of communication used by the parties, subject to any formal requirements imposed by the applicable law.

Art. 19 – Governing Law

19.1. Unless expressly agreed otherwise, these General Terms and Conditions and the sales contracts entered into by GMT shall be governed by Italian law.

19.2. The choice of Italian law shall not deprive the Consumer of any mandatory protections to which the Consumer may be entitled under Italian law. The application of the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

19.3. For international sales, GMT may include in the Order Confirmation specific provisions required by the mandatory law applicable in the Customer’s country.

Art. 20 – Jurisdiction

Subject to any mandatory provisions of applicable law, the courts of Milan, Italy, shall have exclusive jurisdiction over any dispute relating to the contract or these General Terms and Conditions.

Art. 21 – Language

21.1. These General Terms and Conditions are drafted in English and may also be provided in Italian.

21.2. Unless otherwise required by any applicable mandatory provision or expressly agreed otherwise, in the event of any discrepancy in interpretation, the English version shall prevail.

Art. 22 – Severability

22.1. If any provision of these General Terms and Conditions is held to be invalid, ineffective or unenforceable in a particular jurisdiction, this shall not, to the extent permitted by law, affect the validity of the remaining provisions.

22.2. The unenforceability of a provision in a particular jurisdiction shall not automatically render it unenforceable in other jurisdictions.