GENERAL TERMS AND CONDITIONS OF SALE B2B

Customer Information

SCOPE OF APPLICATION

These General Terms and Conditions of Sale (hereinafter referred to as the “General Conditions”) of TECNIMETAL SRL (hereinafter referred to as the “Seller”) shall apply exclusively to commercial relationships with Customers acting in the exercise of their entrepreneurial, commercial, industrial, craft or professional activity (hereinafter referred to as the “Customer”), in relation to the sale of products and/or services supplied by the Seller. These General Conditions exclude the application of any general conditions of the Customer, unless otherwise expressly accepted in writing by the Seller. Any supply of materials or services performed by the Seller shall be governed exclusively by these General Conditions of Sale; any clause or condition established by the Customer shall be null and void and without effect towards the Seller unless previously accepted in writing by a legal representative of the Seller. These General Conditions shall not apply to consumers pursuant to Legislative Decree no. 206/2005 (“Italian Consumer Code”). “Customer” shall mean any natural or legal person acting within the scope of its entrepreneurial, commercial, industrial, craft or professional activity.

ORDERS

Any order placed by the Customer following a quotation (also referred to as “Offer”) shall indicate the relevant quotation reference in order to allow traceability and shall be considered valid if received within the term specified in the quotation or, in the absence of any specific indication, within 30 (thirty) days from the date of the quotation. After such term, the Seller shall be entitled to consider the quotation and/or the conditions contained therein no longer valid. Orders shall be considered valid only if submitted to the Seller in written form (including by fax or email) and must specify, for each ordered item, quantity and exact description. Orders are binding upon the Customer. Any amendments and/or cancellations of submitted orders must be requested by the Customer exclusively in writing and may be accepted by the Seller only if the goods are not special materials and only if the manufacturer accepts the corresponding request from the Seller. The Seller reserves the right to supply products in versions different from those indicated in catalogues, price lists and commercial documentation, provided that they are equivalent and without variations in functional characteristics; should the Customer require a specific product version, an explicit request shall be submitted and shall be subject to specific written acceptance by the Seller. Any special requirements requested by the Customer must be agreed upon and accepted in writing by the Seller in advance. Any declaration attesting the origin of the goods or certificates of conformity must be requested from the Seller at the time of ordering. Orders classified as AS9120 (aerospace sector) are subject to documented review by the Seller in order to verify the availability of traceable material, the presence of the required certifications and the ability to satisfy applicable regulatory requirements. Certificates of Conformity (CoC) and traceability documentation must be expressly requested at the time of ordering; otherwise, the Seller shall not guarantee AS9120 compliance of the supply. The Seller applies counterfeit parts prevention procedures in compliance with AS9120 requirements. The Seller does not accept penalties or claims for damages connected with order fulfillment or delivery delays unless otherwise agreed in writing.

DELIVERY TERMS

Delivery dates are to be considered indicative and non-binding. Although the Seller shall make every reasonable effort to comply with them, they depend upon manufacturers’ availability and delivery times communicated by the manufacturers themselves. The Seller shall not be obliged to pay any indemnity for delivery delays and reserves the right to extend delivery terms and/or cancel the order in the event of force majeure circumstances and/or breach of contractual obligations by the Customer.

PRICES AND CHARGES

Prices indicated by the Seller, whether verbally or in writing, shall always refer to goods supplied EXW Incoterms® 2020 ICC from the Seller’s warehouse, excluding packaging and transportation costs. The Seller reserves the right to modify prices if, during the supply, price changes imposed by manufacturers occur. In particular situations where the Customer benefits from CPT Incoterms® 2020 ICC conditions, the Seller may apply an Order Management Fee of € 5.00 for each order received where the taxable amount relating to product sales is less than € 100.00.

DELIVERY AND SHIPPING CONDITIONS

The standard shipping method available is CPT Incoterms® 2020 ICC with freight charged on invoice or alternatively EXW Incoterms® 2020 ICC. Carriers used by the Seller may include DHL, TNT, GLS or equivalent carriers. Shipping charges depend on weight, volume and destination and shall be charged directly on the invoice. For orders relating to products not available in stock, the delivery date shall be communicated to the Customer as soon as confirmation is received from the supplier. Goods shall be shipped to the address specified by the Customer in the order. Should the carrier return the goods to the Seller due to impossibility of delivery attributable to the Customer, all related costs shall be entirely borne by the Customer. Orders may be fulfilled through partial deliveries or multiple shipments at the Customer’s expense; should such arrangements not be acceptable, the Customer must expressly communicate this at the time of ordering.

SHIPMENTS

Delivery shall be deemed completed at the Seller’s warehouse upon transfer of the material directly to the Customer or to the carrier, regardless of whether the carrier is selected by the Seller or the Customer. Shipments shall always be performed on behalf of and at the risk of the Customer, including in cases where CPT Incoterms® 2020 ICC terms apply. If the Customer fails to provide shipping instructions or to promptly collect the goods, the Seller may proceed with shipment through a carrier with all related costs charged to the Customer. Should the Customer indicate that collection will be carried out at the Seller’s warehouse, any costs arising from delayed or failed collection shall be charged to the Customer, without any liability of the Seller for storage and preservation of the goods. For AS9120 orders, each package shall mandatorily include a Delivery Note (DDT), the original manufacturer’s Certificate of Conformity (CoC) and the traceability documentation requested by the Customer. Shipment shall not be authorized in the absence of complete documentation. Transportation of aerospace material shall be entrusted exclusively to carriers included in the Seller’s approved logistics supplier list.

CLAIMS

Claims relating to tampering or shortages of materials must be submitted directly by the recipient to the carrier. The Customer must notify any apparent defects within eight days from receipt of the goods and any hidden defects within eight days from discovery thereof. Claims shall not entitle the Customer to suspend or delay due payments. Claims shall not be accepted if the disputed products have been tampered with, repaired or assembled. No return shall be accepted without prior authorization from the Seller. Any dispute relating to products in transit, already shipped or in the Customer’s possession shall not exempt the Customer from the obligation to collect the entire ordered quantity and to effect payment within the agreed terms. For AS9120 supplies, any non-conformities must be communicated in writing to the Seller’s Quality Manager; the disputed material shall be segregated and not used until the agreed resolution has been defined.

PAYMENTS

Payments must be made according to the terms agreed at the time of ordering. Upon expiration of the agreed payment term, without prejudice to the Seller’s right to demand payment, the Seller shall apply default interest pursuant to Legislative Decree no. 231/2002. In the event of delayed or missed payment by the Customer, the Seller may suspend delivery of outstanding goods or cancel the remaining part of the order by giving notice to the Customer, without the latter being entitled to any compensation or indemnity, without prejudice to any other rights of the Seller.

RETURNS

Any return of goods must be agreed in advance with the Seller’s sales department, including in cases of incorrect delivery. Returns shall be accepted only if the material and related packaging are perfectly intact. In the case of goods regularly stocked by the Seller, returns due to incorrect ordering by the Customer shall entail a handling charge equal to 10% of the taxable value of the relevant position, with a minimum amount of € 15.00. Returns of special materials, non-catalogue items or specifically ordered products shall not be accepted. Except in the event of incorrect delivery attributable to the Seller, transportation costs for authorized returns shall always be borne by the Customer. Material relating to AS9120 orders may be returned only if traceability documentation remains intact, the material has not been used or tampered with and the original certifications remain intact.

LIABILITY

The Seller assumes no liability for damages arising from inconveniences of any kind occurring during the use of marketed products, even where the Seller has designed the related application. The Seller assumes no liability regarding the receipt of drawings, including those subject to NDA (Non-Disclosure Agreement) restrictions or patents, sent by the Customer for the specification of the material to be ordered. The Seller provides no warranty regarding the suitability of components for specific uses or applications, as such suitability depends upon the construction characteristics of the Customer’s application. The Customer remains solely responsible for the technical and functional validation of the products in the final application. Components must be tested by the Customer under actual operating conditions according to the specific application and requirements. For aerospace supplies, the Seller guarantees the origin of the material from qualified and approved sources, the application of AS9120 control procedures and the conformity of traceability documentation at the time of shipment. Such guarantees are limited to the verifications performable by an AS9120 certified distributor. In any case, the Seller’s liability shall not exceed the value of the disputed supply and shall exclude any indirect, consequential or loss of profit damages.

WARRANTIES FOR DEFECTS

The provisions established by applicable law regarding warranty for defects of sold goods shall apply.

DEROGATIONS

Any derogation from or amendment to these General Conditions must be expressly confirmed and accepted in writing by the legal representatives of the contracting parties.

PERSONAL DATA PROCESSING

Personal data shall be processed in compliance with EU Regulation 2016/679 (GDPR).

VALIDITY OF CLAUSES

The nullity or ineffectiveness of one or more clauses of these General Conditions shall not affect the validity or effectiveness of the remaining provisions.

REGISTERED OFFICE AND JURISDICTION

The Seller’s registered office is located at Via degli Andreani no. 9, 40037 Sasso Marconi (BO), Italy. Any dispute shall fall under the exclusive jurisdiction of the Court of Bologna, Italy, excluding any other competing jurisdiction. In the event of translation of this document, the Italian version shall prevail.

SPECIFIC APPROVAL OF CLAUSES

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Customer specifically approves the clauses relating to: orders, delivery terms, prices and charges, delivery and shipping conditions, shipments, claims, payments, returns, limitation of liability and jurisdiction.

TECNIMETAL SRL

Via degli Andreani 9

40037 Sasso Marconi BO

ITALY