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135 PEDROTTI MECCANICA - www.pedrotti.it general terms of sale PREAMBLE a) All sales refer exclusively to these General Terms of Sale: these conditions prevail over all other clauses in requests for quotations, orders, or other agreements. Each order sent to our company implicitly implies acceptance of these conditions by the purchaser. b) The two parties are referred to in this contract as “Supplier” (Pedrotti S.p.A.) and “Purchaser” c) Orders must be sent fully completed and value as a contractual offer which is accepted with the Order Confirmation sent by the Supplier that defines the specific terms of supply. The terms in the order confirmation prevail over all others indicated during quotation and/or order by the Purchaser, and are considered final if not rejected immediately. GENERAL TERMS OF SALE 1. TERMS: Unless there are specific, previous, written agreements, the prices are always for ex-works goods at the production plant or the warehouse. Any packaging costs, shipping costs, and any other expenses or taxes that are applied to the goods are the sole responsibility of the Purchaser. 2. DELIVERY: Delivery will be performed based on production needs and availability. Delivery dates are not binding for the Supplier. Delays cannot be the cause for request for damages, cancellation or reduction in the order; incidents, such as strikes, suspension of electric supply, floods, fires, difficulties in shipping, machine malfunctions, problems in raw material supply, etc., are cases of force majeure for the Supplier. Should goods ready for shipment not be delivered, for reasons not directly resulting from the Supplier, the terms of payment start from the date of the goods ready advisory and the Purchaser is responsible for all costs for storage, exempting the Supplier from any and all responsibility for damage of any sort. 3. SHIPPING: From the moment the goods sold leave the Supplier’s warehouse they are property of the Purchaser and therefore, to all effects, are delivered to the Pur- chaser, even if sold delivered and regardless of the agreed payment terms; therefore, the Supplier’s responsibility for the goods ceases from the moment the goods leave the factory or its warehouses. If the shipper is the same Supplier for all or a portion of the route, it is understood that the Purchaser excludes the Supplier from all responsibility due to transport, which will be performed at the sole risk of the Purchaser. The Supplier company, both as Supplier and forwarder, is exonerated from the obligation to insure the shipment of the goods should the Purchaser not expressly request this in the purchase contract; in this case the insurance is the responsibility and expense of the Purchaser, with their company of choice, or with a reliable insurance company chosen by the Supplier. 4. PAYMENT: Payment terms are established for each quotation unless there are specific agreements. Should the Supplier accept a delay in the delivery terms upon request of the Purchaser, the Supplier has the right to request reimbursement for storage charges. For payment dates, the delivery is understood to be carried out with the agreed terms. Payment is only considered valid if performed directly to the Supplier or to a person expressly delegated as an authorized agent for payment. If there is delay in payment, interest will be assessed at a rate of 6% annually in addition to the official interest rate of the Banca d’Italia, this is also valid for promissory payments. If a sale consists of multiple deliveries, payment default for even a single invoice authorizes the Supplier to recede from the contract, withholding payments made as amendment, with the reserve that the Supplier has the right to recourse for greater damages. 5. CONDITIONS OF SUPPLY: Pedrotti reserves itself the right to change at its discretion tolerances and/or technical specifications of the products listed in this catalog and undertakes the liability to promptly inform the client in writing form. 6. COMPLAINTS OR DISPUTES: Complaints for defects in the goods must be communicated within 8 days from effective arrival at the destination or this right will be forfeit. Storage of the goods is the responsibility and cost of the Purchaser. The Supplier assumes no responsibility for changes suffered by the material after arrival due to any cause. The Supplier declines all responsibility for any changes, modifications, malfunctions, or wear that the material may suffer due to handling or improper use. Go- ods returned due to dispute must be shipped at the Purchaser’s cost, delivered; any other shipping term may allow the Supplier to refuse the goods. It is understood that any disputes for a single shipment will not have effects on the remain of the order and the Purchaser’s obligation. It is explicitly agreed that the Supplier declines all responsibility for the value of the supplied product, and declines all responsibility for any direct or indirect damages caused. The obligation of the Supplier is limited to the replacement of that portion of the goods that the Supplier’s technicians deem defective due to material or processing. 7. QUANTITY: The quantity of the goods that the Supplier commits to provisioning – with the reserve for the restrictions in the previous paragraphs – is that indicated in the order. All of the measurements and data relative to construction, even if taken by the Supplier, must be checked by the Purchaser under his sole responsibility. All additions to the primary order are always subject to these same general Terms of Sales and will be accepted by the Supplier with the reserve to increase prices and to determine delivery – as quickly as possible – compatibly with the Supplier’s other commitments. 8. PRICES: Prices are established based on the raw materials and labor costs at the time of order. Should there have been cost increases following the signature of the contract, the Purchaser commits to recognizing a suitable price increase for the supply. Supply of a specific quotation does not commit the Supplier to maintaining the same prices for further orders, even after just a few days, as pricing is based on the availability of raw materials and/or labor, which may vary. 9. COMPETENCE: In terms of sales and commitments, and for each and every action, complaint, or dispute in this regard and bearing, the Courts of Brescia will have exclusive competence, the parties declining any and all rights, or exceptions contrary to the full observation this clause, even if payment has been agreed with drafts or promissory notes by the debtor. 10. DAMAGES FOR STORED GOODS: The goods ordered, manufactured and paid are the property of the Purchaser. The Supplier will provide a written goods ready advisory and from that time all damages of any type, due to any cause, will be the full responsibility of the Purchaser; the Purchaser is responsible for charges and must pursue reimbursement for these from whom ever is responsible. 11.NOTES: The terms determined for payment are final and essential. Should the Purchaser default for any reason or cause, the Supplier has the right to consider the contract terminated and, consequently, withdraw the goods sold, retaining what has already been paid as a cancellation fee by the Purchaser, without prejudice to the right to claim damages for deterioration or faults found with the goods.