General Terms and Conditions of Sale and Contract VBN S.P.A.

1. SCOPE OF APPLICATION

1.1 These general terms and conditions govern the methods and conditions of sale of articles produced by VBN S.p.A. (hereinafter “PRODUCTS”) by VBN S.p.A. (hereinafter also only “VBN”) and form an integral and substantial part of every proposal/offer, order and purchase order confirmation for the PRODUCTS.

1.2 The sale of PRODUCTS shall be governed exclusively by these general terms and conditions, applicable to the subject matter of the contract: PRODUCTS.

1.3 These general terms and conditions shall therefore apply to all orders for PRODUCTS that the CUSTOMER will place during the course of the commercial relationship established with VBN.

2. ORDERS AND ORDER CONFIRMATIONS FOR PRODUCTS

2.1 For the sale of PRODUCTS, each order must be forwarded by the CUSTOMER to VBN in written form with detailed indication of the article code (in accordance with that indicated in VBN’s offer) and the quantity they intend to purchase for each individual product. For each order received, VBN will send the CUSTOMER the order confirmation with indication of the price of each individual product ordered, the payment terms and conditions and the estimated delivery terms.

2.2 The contract shall be deemed perfected only and exclusively when the CUSTOMER, having received the order confirmation from VBN, sends to the same by electronic mail a signed copy of the same together with a copy of these general contract terms and conditions duly dated and signed.

2.3 The order is binding for the CUSTOMER for a period of 30 days from the date of the order itself, constituting an irrevocable proposal ex art. 1329 c.c.. In case of revocation of the order by the CUSTOMER, VBN has the right to retain any advances received as penalty, without prejudice to compensation for greater damage.

2.4 The order must strictly conform to the offer sent by VBN, contained in the Order Confirmation, and is not binding for the same if it deviates from it in whole or in part; VBN reserves in any case the right to accept it, or not, at its unquestionable judgment.

2.5 The CUSTOMER may cancel the order only and exclusively in case of order confirmation not strictly conforming to the order and within and no later than 24 hours from receipt of the same.

2.6 VBN within 30 days from sending the Order Confirmation will have the right to cancel in whole or in part the same and/or to request the CUSTOMER’s authorization to replace and/or modify the PRODUCTS ordered or part of them in case particular and proven production, market, regulatory compliance or force majeure requirements should require it.

2.7 The CUSTOMER’s consent to any substitutions/modifications must be expressed in writing by fax or electronic mail within and no later than 7 days from VBN’s request, understanding that in default the consent is tacitly denied and the order confirmation implicitly canceled.

3. PRICES

The prices relating to each order are those reported in the order confirmation/Offer, and do not include services and charges not mentioned, such as interest, packaging costs, any customs duties, etc., which must be the subject of specific agreement.

4. PAYMENTS

4.1 For PRODUCTS, payments must be made within the terms and with the methods indicated in the order confirmation. After 10 days from the expiration of the term, VBN may suspend delivery of PRODUCTS to the CUSTOMER, even if relating to orders other than those to which the breach refers.

4.2 The CUSTOMER may not for any reason suspend and/or defer payments, otherwise VBN will have the right to charge them default interest ex art. 5, Legislative Decree 231/02.

5. DELIVERY AND SHIPPING

5.1 For PRODUCTS, the delivery terms will be those indicated by VBN in each order confirmation.

5.2 The delivery of PRODUCTS is understood FCA San Biagio di Callalta, INCOTERMS 2010, so all loading, transport and insurance costs are borne by the CUSTOMER, who assumes all consequent risk and responsibility from the moment of delivery, understanding that the same has occurred at the moment of collection of the goods by the CUSTOMER or their appointees (including carriers or transporters).

5.3 Upon arrival at destination of the PRODUCTS, the CUSTOMER undertakes to check the state of packaging, quantity and external characteristics of the goods received. Any defects that should emerge following such checks must be notified to VBN within and no later than 5 working days from receipt of the goods.

5.4 Any delivery delays of less than 8 days do not give the CUSTOMER the right to refuse delivery nor to claim compensation or indemnities of any kind.

5.5 In the event that the PRODUCTS are not collected by the CUSTOMER within 15 days from the date scheduled for collection, they shall be deemed delivered in any case and VBN may, after communication to the CUSTOMER, charge the latter warehouse storage costs in the monthly amount of 1% of the supply value. After 30 days from the date of the communication just indicated above, VBN will send the CUSTOMER by PEC or registered letter with return receipt a notice to collect within the peremptory term of another 7 days, after which VBN may consider the contract terminated by right and claim compensation for damages, retaining as advance any sums already collected.

6. WARRANTY

6.1 VBN guarantees, for a period of 12 months from the delivery date, immunity from defects and flaws of the PRODUCTS, excluding the warranty in reference to parts subject to normal wear and consumption connected to their correct use.

6.2 Any disputes or complaints for defects or non-conformity of PRODUCTS must be forwarded by the CUSTOMER to VBN by PEC or registered letter with return receipt, on pain of forfeiture, within and no later than 8 days from the delivery date for apparent defects and within and no later than 8 days from discovery for non-apparent defects.

6.3 For PRODUCTS: VBN, after verification of the actual existence of the defectiveness reported by the CUSTOMER, may request the immediate return of the PRODUCTS found defective and proceed, at its exclusive discretion, to repair or free replacement of the same, or to the full refund of the price already possibly paid by the CUSTOMER.

PRODUCTS repaired or replaced and made available for collection by the CUSTOMER at VBN’s plant will be covered by the same warranty that assisted the PRODUCTS originally delivered.

6.4 This warranty must be understood as operating and effective exclusively with regard to PRODUCTS correctly stored and used by the CUSTOMER in accordance with the agreed use and the instructions and recommendations provided by VBN.

6.5 The same warranty does not cover any damage/defectiveness arising from assembly operations performed by the CUSTOMER or third parties or from the defective functioning of components manufactured by third parties, as well as problems arising from alterations and/or modifications and/or repairs of PRODUCTS not shared with or not authorized by VBN, from improper use of the same or from carelessness, negligence, inexperience or fraud of the CUSTOMER or their appointees or any third parties.

7. LIABILITY LIMITATIONS

7.1 VBN’s liability towards the CUSTOMER in relation to any damage, expense, cost, disbursement or liability arising from the defectiveness of PRODUCTS, or from any other possible contractual breach by VBN, whether contractual or extra-contractual in nature, will in any case be limited to the consideration paid by the CUSTOMER in relation to the contract that gave rise to such liability.

7.2 In any case, VBN will not be liable to the CUSTOMER for any damages deemed indirect or consequential, such as, by way of example and not exhaustive, production stoppages, loss of opportunity, loss of profit, damage claims by third parties, etc.

8. CONTRACT TERMINATION

8.1 Pursuant to art. 1456 of the Civil Code, VBN may consider the contract terminated by right:

1. a) in case of failure to pay the price of the PRODUCTS supply at the scheduled deadline(s);
2. b) in case the CUSTOMER fails to collect the PRODUCTS within the terms of art. 8.4 above;
3. c) in case the CUSTOMER has ceased or has communicated their intention to cease their activity or, if it is a company, voluntary liquidation proceedings have been opened.

8.2 Without prejudice to the possibility of resorting to other remedies and/or instruments to protect its rights and interests, VBN will communicate to the CUSTOMER its intention to avail itself of this express termination clause by PEC or registered letter with return receipt.

DATA PROCESSING

9.1 The processing of personal data provided is aimed solely at: a) Elaboration of offers and estimates; b) execution of stipulated contracts and related commitments; c) compliance with legal obligations connected to the contractual relationship; d) organizational management of the contract, for example relationships with employees, external collaborators; e) any external professional collaborations for compliance with legal obligations.

The conditions of lawfulness of the processing are: the execution of pre-contractual measures for the purpose referred to in letter a); the contract for the purposes referred to in letters b) and d); compliance with a legal obligation for the purposes referred to in letters c) and e).

9.2 Personal data will be processed in paper, computerized and telematic form. Processing operations are implemented in such a way as to guarantee logical, physical security and data confidentiality.

Data acquired for the purposes of: letter a) will be kept for the validity period of the offer and for a subsequent period equal to 1 year. In case of acceptance of the offer, the retention terms will be those indicated in the immediately following point; letters b), c), d) and e) will be kept for the entire duration of the contractual relationship and for a period subsequent to the conclusion of the contract equal to 10 years.

9.3 The personal data collected essentially concerns: personal data; contact data; data relating to economic and commercial activity (orders, solvency, banking and financial data, accounting and tax data, etc.).

9.4 The provision of data and their processing are mandatory.

9.5 In relation to the purposes indicated in points: a) and b) data may be communicated to banking institutions for collection management; c) and e) to financial administrations and other companies or public entities in compliance with regulatory obligations; d) to employees, collaborators, and/or companies and professionals that the data controller uses.

9.6 The data controller is VBN S.P.A., via Galileo Galilei, 45, 31048 San Biagio di Callalta (TV).

9.7 The data subject has, in addition to the right to lodge a complaint with a supervisory authority, the rights indicated below, namely: art. 7- Withdrawal of consent; Art. 15-Right of access; Art. 16-Right of rectification; Art. 17-Right to erasure (right to be forgotten); Art. 18-Right to restriction of processing; Art. 20-Right to data portability; Art. 21-Right to object; Art. 22-Right not to be subject to automated decision-making, including profiling.

For more information on personal data processing, or to exercise the rights referred to in the preceding point 13.7, please write to: privacy@vbnspa.it.

10. APPLICABLE LAW AND COMPETENT COURT

10.1 The contract must be understood as governed, in addition to these general terms and conditions and for what is not provided herein, by the Civil Code and, more generally, by Italian Law.

10.2 For any dispute that may arise between the parties in relation to the interpretation and execution of the contract and these general terms and conditions, the Court of Treviso shall have exclusive jurisdiction.

VBN S.P.A