General Conditions

Iris-Mec s.r.l. – Via Pessina, 15 – 42028 Poviglio (RE) Italy – hereinafter referred to as the SUPPLIER, designs, makes and sells the products under the following.

GENERAL CONDITIONS OF SUPPLY

1 – SUBJECT AND SCOPE OF THESE GENERAL CONDITIONS

1.1 – These general conditions regulate all the contractual relationships with the parties in relation to the supply of components, machines, equipment, manufacturing and/or distribution plants of the Supplier. They must be in line with any special conditions that may have been agreed with in writing by the parties or included in the written confirmation to accept the order by the supplier.

1.2 – Unless specifically approved in writing by the Supplier, general or specific conditions not in line with the reported ones or those mentioned by the Client during communications with the Supplier shall be deemed ineffective.

2 – FORMATION OF CONTRACT

2.1 – The supply contract is finalised with the written confirmation of acceptance of the order by the Supplier.

2.2 – However, if the conditions specified in the Client’s order differ from the conditions in the written confirmation of the Supplier, the latter apply as a new proposal and the contract shall be finalised when the Client initiates the performance of the contract or accepts the products without an express written reservation.

2.3 – Any offers of the Supplier shall be considered as valid only for the period reported on them and solely for the whole supply mentioned in them.

3 – TECHNICAL DATA, DRAWINGS, DOCUMENTS RELATED TO THE SUPPLY

3.1 – The data and illustrations resulting from the catalogues, brochures, circular letters or other illustrative materials of the Supplier are only meant by way of example. Said data does not have a binding value, unless explicitly mentioned in the Supplier’s order confirmation.

3.2 – The Supplier reserves the right to make, at any time, changes to its products as deemed suitable and shall inform the Client if pertaining to installation.

3.3 – Should the Client suggest any product changes, for them to become mandatory there must be a full agreement between the parties on the variations that said changes might have on prices and delivery times agreed earlier. Moreover, prices may be subject to variations if the amounts ordered are reduced or if the delivery is brought forward in relation to the agreed delivery.

3.4 – The Client expressly undertakes not to use, for purposes other than the ones established in the supply contract, the drawings, technical information and inventions regarding the supply. These shall remain property of the Supplier and the Client shall not transmit them to third parties or reproduce them without a written authorisation to do so.

3.5 – The Client is required to inform the Supplier, at the pre-contract stage, of the existence of any special regulations to comply with in the final country of destination of the goods to be supplied.

4 – EXCLUSIONS

4.1 – The following are excluded from the supply of Products (by way of example and not limited to): any masonry work and/or civil works in the Client’s building; raw materials required for tests and commissioning on the Products; specialised and non-specialised personnel to support our technicians during the performance of the works, including an interpreter if required; hoisting equipment and means of transport to transfer the Products from the warehouse to the installation site; all the tools required to open the packaging and position the Products in the intended room; all the ducts/pipes required for the electrical supply, compressed air, etc., in accordance with the flow rates and consumption of the Products. Unless specifically mentioned in the special conditions; positioning of the Products in the intended site, as well as connections to utilities; spare parts, unless otherwise specified; any other supply and services that have not been specified.

4.2 – Unless otherwise agreed in writing, the supply does not include the installation of the equipment supplied, specific tests, manuals and training courses, support upon start-up and any services and charges not mentioned in the written confirmation of acceptance of the order by the Supplier.

4.3 – Likewise, the packaging costs, taxes, stamps, customs, duties and any other additional charges are not included in the prices, unless otherwise stated in the written confirmation of acceptance of the order by the Supplier.

5 – DELIVERIES

5.1 – Unless otherwise agreed, the supplies are intended for goods provided ex works (EXW – 2010 Incoterms), without packaging.

5.2 – Goods travel at the risk and peril of the Client, even if sold Free at Destination;

5.3 – with the delivery of the materials to the Client or the carrier, the Supplier is relieved from the delivery obligation and all the risks related to the materials themselves are transferred to the Client, even if the Supplier is appointed to perform the shipping or assembly.

5.4 – The terms of delivery are meant as an indication and are counted in business days.

5.5 – Unless otherwise agreed between the parties, they start from when the contract is concluded, unless the Client is required to pay part of the price as a deposit. In this case, the terms shall not start until the Client has done so.

5.6 – The terms of delivery are regarded as rightfully extended: 1) if the Client does not provide in time the data or materials required for the supply or requests changes during execution or is late in replying to the request for approval of the drawings or diagrams; 2) if causes beyond the good will and diligence of the Supplier, including delays of subcontractors, prevent delivery in the agreed terms or involve excessive costs.

5.7 – If the Client has not completed all the payments for other supplies, the terms shall not start and the Supplier may delay the deliveries until the Client pays the sums due.

5.8 – The terms of delivery are intended as established in favour of the Supplier; therefore, the Client cannot refuse to take delivery of the products before the established date.

5.9 – Without prejudice to article 11 below, if the Client fails to take delivery of the products due to a reason attributable to the Client or, in any case, due to a reason beyond the Supplier’s control, the Client shall bear the risks and expenses to store the products.

5.10 – If the parties have agreed that, in the event of late delivery, the Supplier is required to pay a penalty, the Client cannot demand sums higher than the penalty as compensation for the damages suffered due to the delay.

6 – TESTING AND ASSEMBLY

6.1 – The assembly and testing on site, if required, shall be carried out at by the Supplier and costs for it shall be borne by the Client.

6.2 – Special tests that may be envisaged in the written confirmation of the order shall be performed at the Client’s expense.

7 – PAYMENTS

7.1 – Unless otherwise agreed, payments must be made by the Client within the terms stated in the written confirmation of acceptance of the order at the Supplier’s premises or the bank specified by the Supplier: in the event of late payments, the Client will be required to pay interest on arrears, which will be rightfully charged and without the need for a formal notice of default to the extent of the official discount rate in force in the country of the Supplier increased by three points. This shall be without prejudice to the Supplier’s right to claim compensation for further damages and the rescission of the contract pursuant to subsequent art. 11.

7.2 – Any disputes that may arise between the parties no do relieve the Client from the obligation to follow the conditions and terms of payment.

7.3 – In the event of deferred payment of all or part of the amount due and failure to meet the agreed terms for at least one instalment, the Client accepts that, pursuant to art. 1186 of the Italian Civil Code, it shall not longer enjoy the benefit of the term for the subsequent deadlines.

8 – WARRANTY

8.1 – The Supplier ensures the conformity of the finished products, meaning that the products shall have no defects in terms of materials and/or manufacturing and that they comply with anything established in the specific contract accepted by the parties.

8.2 – The warranty period is twelve months, which start from the delivery of the products and, for products or components that have been replaced, from the day of their replacement.

8.3 – Within this period, the Supplier, to which the Client, no later than eight days from delivery for patent defects and eight days from delivery for hidden ones, has reported the existence of said defects in writing, undertakes, at its discretion – within a reasonable amount of time in relation to the extent of the complaint – to repair or replace, free of charge, products or part of them found to be defective.

Returns of non-compliant material must always be authorised by the Supplier in writing.

8.4 – Replacements or repairs are usually carried out ex works (EXW – 2010 Incoterms), expenses and risks related to transport shall be held by the Client. However, if the Supplier, in agreement with the Client, believes it is more suitable to carry out the work required for the replacement or repair at the Client’s premises, the latter shall bear the travel and accommodation costs for technical personnel provided by the Supplier and shall provide all the auxiliary personnel and equipment required to perform the work as quickly and safely as possible.

8.5 – The warranty does not extend to deteriorated Products due to poor maintenance or incorrect and/or improper manoeuvres or handling by the Client’s personnel, due to contact with sharp and/or abrasive or unsuitable materials/objects, due to negligence, as these are reasons not attributable to the Supplier. The warranty will, in any case, no longer be effective if devices or substances not approved in writing by the Supplier are applied, even temporarily, on the goods and when modifications have been carried out on the goods provided by the Supplier without its consent. The Supplier shall not be liable, subject to binding limits established by law, for damages caused by any defects of its Products and, in any case, any further damages shall be excluded, including, by way of example, the ones deriving from reduced industrial production or loss thereof, indirect and consequential ones, as well as damages resulting from the rescission of the Contract.

9 – RESPONSIBILITIES OF THE SUPPLIER

9.1 – The Supplier is only responsible for the correct operation of components, equipment, systems supplied in relation to the features and performance specifically indicated by the Supplier. It shall not take on any liability for defective operation of machines or systems made by the client or third parties with the Supplier’s components.

9.2 – In any case, other than the possibilities regulated by the Decree of the President of the Republic of 24 May 1988, no. 224, and subject to art. 1229 of the Italian Civil Code, the Client cannot claim damages for indirect damage, loss of profit or production sums exceeding the value of the goods supplied.

10 – RETENTION OF TITLE

10.1 – The Supplier shall retain the ownership of the products supplied up to the full payment of the agreed price. Leg. D 231/2002 – Directive 2000/35/EC

11 – EXPRESS TERMINATION CLAUSE

11.1 – The supply contract shall be rightfully terminated pursuant to art.1456 of the Italian Civil Code simply with a written declaration of the Supplier

stating that it wants to resort to this express clause if the Client: 1) does not make the due payments or is late in making them; 2) does not take delivery of the products within the terms specified in art. 5 above or is late in doing so; 3) does not comply with the confidentiality obligation required by art. 3.4.

11.2 – The contract will be intended as rightfully terminated if the Client goes into liquidation or enters any kind of insolvency proceedings.

12 – CONVENTIONAL WITHDRAWAL

12.1 – If the Client reduces the guarantees previously provided or does not ensure the guarantees it undertook to provide, the Supplier shall be entitled to withdraw from the contract without the need to provide prior notice.

13 – APPLICABLE LAW

13.1 All international supply contracts, regulated by these general conditions, are subject to Italian law.

14 – JURISDICTION

14.1 – Any disputes related to performance, interpretation, validity, termination, discontinuance deriving from this contract or associated with it shall only be settled by the Court of Reggio Emilia.

15 – PERSONAL DATA PROTECTION (Leg. Decree 196/2003 “Privacy Code”)

The Supplier processes personal data provided by the Client or otherwise acquired, also from third parties, with IT and/or manual means; the procedures and logics are chosen according to the purposes of the processing. The data is processed to perform/finalise the Contract, assert and defend a right, comply with regulations in force. It is necessary to provide the data for the performance of this Contract, as well as being required by law; failure to provide it shall prevent this Contract from being implemented. Access to data is provided to personnel appointed by the Supplier and the Data Processor, if there is one. The Client can exert the right in art. 7 of the Privacy Code at any time by contacting the Data Controller. The Data Controller is IRIS-MEC SRL – Via Pessina, 15- 42028 Poviglio (RE) Italy. No consent is required for the so-called processing to comply with obligations established by law, to asset a right and perform this sales contract (art. 24 of the Privacy Code).