General Terms and Conditions of Sale for Spare Parts

1) DEFINITIONS AND CONTRACT REGULATIONS

1.1 In this contract the following terms shall have the meanings set forth below:

- Seller: Galdi Srl with headquarters at Via Enrico Fermi, 43, 31038 Postioma (TV);

- Buyer: the purchaser of the Spare Parts;

- Parties: jointly the Seller and the Buyer;

- General Terms and Conditions of Sale: the contractual terms and conditions of sale of Galdi Spare Parts set forth below.

- DAP: the Incoterm Delivered At Place;

- E-portal: Seller's interactive platform that allows Buyer to view documents regarding their Product(s) and request or order Spare Parts online.

- Euro or the € symbol: the current currency of the European Union.

- FCA: The Incoterm Free Carrier;

- Incoterms: the international trade terms drafted and published by the International Chamber of Commerce, 2020 edition.

- Price: the value of the Spare Part shown within the E-Portal by selecting the part number of the relevant part.

- Product(s): the machinery and its components manufactured by the Seller.

- Spare Parts: the interchangeable part that is part of the Product(s), maintained in Seller's inventory and warehouse, and used to repair or replace failed parts of the Product(s);

- Destination Site: the Buyer's production facility where the Product requiring Spare Parts is located.

1.2 These Terms and Conditions apply to all sales of Parts made by the Seller.

The General Terms and Conditions of Sale are posted on the Seller's website at the link: www.galdi.it and on the E-Portal website.

The General Conditions of Sale are therefore understood to be known and accepted by the Buyer with the sending of the order in the manner provided for in Article 2 below.

1.3 Any variation or modification of the General Conditions of Sale shall not be effective between the parties unless approved in writing by the Seller. The Seller reserves the right to change the contents thereof at any time and without notice.

The sale shall be governed exclusively by these General Terms and Conditions of Sale. In no event shall any other provisions or regulations of any nature appearing on documents sent by Buyer, or otherwise made cognizable, which have not been expressly approved in writing by Seller, be deemed applicable.

2) OFFERS AND ORDERS

2.1 Buyer may place orders for Spare Parts or request offers on the same exclusively through the E-Portal service. If the Buyer does not have an active online profile, he may request the Seller to activate it. It is understood that by placing an online order through Seller's E-Portal service, Buyer shall be fully responsible for any incorrectly or incompletely entered information (particularly the recipient's address) that may cause errors in the execution of the order (particularly by delivery).

2.2 Offers made directly by Seller, Seller's representatives or auxiliaries, even if accepted by Buyer, shall not be binding on Seller until there is written order confirmation or order-compliant performance by Seller. Likewise, if there is a purchase offer from Buyer, Seller shall not be bound until it sends written order confirmation or performs in accordance with the order. The offer issued by Seller shall be valid for thirty (30) days from the date of issuance.

2.3 Assuming it is the Buyer who submits an order to the Seller, if the order is submitted by 12:00 noon (CET) and the Spare Part(s) is/are in stock, shipment shall take place on the afternoon of the following day.

For order requests submitted as "urgent" by the Buyer and placed before 12:00 noon (CET), shipment shall be made on the afternoon of the same day. In this case, a 10% increase may be applied to the price at the Seller's discretion.

2.4 The Seller reserves the right not to accept orders with a total value of less than €200.00.

2.5 Upon the seller's request, the buyer undertakes to supply complete data for all parties involved in the transaction. This includes any end users, if different from the buyer, as well as banks and/or third-party beneficiaries. The data must be provided in the form of official documentation, such as extracts from chambers of commerce or similar entities, detailing the controlled/controlling entities and ownership. In the event that an FCA (Free Carrier) delivery term is agreed upon between the parties, the buyer shall also provide all details of the involved carrier before the collection.

3) PRICES.

3.1 Unless otherwise agreed, sales prices are per unit of product exclusive of all taxes and fees, and per FCA returned goods, unless otherwise agreed in writing.

Unless otherwise agreed upon in writing, prices are subject to revision at any time by Seller.

4) PACKAGING

4.1 Prices are inclusive of any packaging to which the Seller reserves the right to provide or not at his sole discretion, subject however to the need to conveniently protect the goods during transport. The absence of packaging shall in no case result in the recognition of discounts or rebates to the Buyer. Special packaging in full case shall be invoiced at the selling price.

5) DELIVERIES/SHIPPING

5.1 Unless otherwise agreed in writing, the shipment will be arranged by the Seller, who will, at their discretion, identify the type of transport and the most suitable carrier based on the volume/weight resulting from the goods once packed and ready for shipment.

5.2 The cost of the shipment will be invoiced separately to the Buyer under the same payment conditions agreed upon for the goods.

5.3 For shipments via couriers only, the Buyer, if in possession, has the option to provide the Seller with their account number to cover shipping and/or insurance expenses.

5.4 If not agreed otherwise, the shipment will be at the Buyer's risk, who will be responsible for all customs duties, fees, and clearance-related expenses, deposits, and/or delays in the destination country.

5.5 The Seller will mandatory insure all shipments with a value exceeding €500; the Buyer may request insurance for shipments with lower values as well.

5.6 For shipments requested by the Buyer as urgent, the fastest transportation service will be used according to the Buyer's needs.

5.7 The shipping terms will commence from the date stated in the order confirmation and upon receipt of all necessary data for the execution of the supply.

5.8 The Incoterms delivery terms, complete with all details, will be indicated on the invoice.

6) PAYMENTS

6.1 Payment terms shall be stated in the order confirmation by the Seller or in

a separate document sent to the Buyer if the Seller executes the order in accordance with the order.

6.2 The Buyer is obligated to pay the price in full even in case of dispute and controversy.

6.3 Failure or delay in payment of even a single part of the price shall entitle the Seller to demand, as of the due date of payment and without the need for formal notice, default interest equal to the official discount rate increased by eight points pursuant to Legislative Decree 231/2002.

6.4 In case of non-payment or late payment, the Seller shall have the right to terminate the contract by sending mere written notice pursuant to Article 1456 of the Civil Code.

6.5 The Seller is hereby authorized to and shall have the right to suspend supplies and any other obligations placed upon it in the event the Buyer defaults in the payment of the price within the agreed terms.

7) BILLING AND SENDING DOCUMENTS

7.1 Sales invoices shall be sent in the manner required by law to Buyer. Courtesy copy shall be sent, upon request, by e-mail attaching a file in .pdf format to the e-mail address provided by the Buyer.

7.2 It is the Buyer's obligation to notify the Seller of the fiscal data required to send the electronic invoice and the e-mail address where to send courtesy invoices, as well as to promptly communicate any changes of the same during the execution of the supply or in case of new orders.

8) COMPLAINTS

8.1 Any claims for defects in the delivered Spare Part must be reported to Seller no later than eight (8) days after delivery. The Buyer shall return the Spare Part to the Seller who shall make the appropriate checks on the same. If the Buyer's claim is indeed well-founded, transportation costs shall be borne by the Seller, against appropriate supporting documentation, and the Seller shall replace the Spare Part or repair it at his sole discretion.

8.2 Any claims relating to the non-conformity of the delivered Spare Part to the submitted order must be made by the Buyer via e-mail to the Seller's e-mail address no later than thirty (30) days after delivery. Upon expiration of said term, the goods shall be deemed finally accepted.

8.3 Damage alleged or sustained during shipment shall be reported immediately to the carrier, any liability of Seller for such damage being excluded.

8.4 In the event of Buyer's error in the submitted Order (code, intended use, quantity, etc.), Buyer shall contact Seller by e-mail no later than within the hour following the Order Confirmation, to request its immediate cancellation on the understanding that:

(a) Assuming that shipment of the ordered Spare Part has already been prepared at the time of receipt of Buyer's request for cancellation, Buyer may only refuse delivery of the Spare Part by requesting Carrier to immediately return the Order by placing on the waybill, but without signing it, the words "Refused."

b) In any case, a refund of the price of the Spare Part ordered, delivered, and then returned shall be made provided that the Spare Part when examined is intact, in its original packaging and in good condition, i.e., unused, and the packaging is not in any way damaged, soiled, or with inscriptions.

c) If the returned Part is incomplete or damaged, the Seller reserves the right not to refund it or to retain an amount up to 70% of the selling price.

(d) If the Buyer intends to request corrected replacement, the Buyer must place a new Order.

9) WARRANTY

9.1 Seller warrants his Spare Parts against defects and faults in manufacturing. Unless otherwise agreed to in writing and approved by the parties, the warranty shall apply for a period of six (6) months from the date of delivery as shown on the shipping document. Except in the case of willful misconduct or gross negligence, the Seller shall not be liable for any damage to the Buyer resulting from transportation, improper installation, poor condition, improper use of parts, tampering or intervention by personnel not authorized by the Seller, use of non-original spare parts, and failure to perform maintenance when this is provided for in the technical manual.

9.2 In any event, Buyer shall not suspend or delay payment of the price or price installments. Unless otherwise agreed in writing, the warranty provides for the supply of FCA/Seller's Parts, and does not include charges for transportation and/or any attached customs-related documents to and from Seller, the use of labor and/or relocation of Seller's or Seller's authorized technical personnel.

10) PROCEDURE FOR RETURNING SPARE PARTS

10.1 For the purpose of Seller's acceptance of the return of Spare Parts for non-conformity or wrong order (Art. 8) or for warranty return (Art. 9) or repair, Buyer shall follow the following procedure:

1. Contact the Vendor by e-mail stating the following details:

the Seller shall notify or not notify within two (2) days a document called RMA (return authorization materials) with related return instructions

• Place the Spare Part in its complete and undamaged original packaging;

1. Place the source packaging in suitable protective packaging and attach the RMA.
2. Arrange for the shipment of materials through a courier company following the instructions received

10.2 Compliance with these procedures shall help ensure that the Goods arrive at their proper destination and in good condition as quickly as possible. If Buyer fails to comply with this procedure, Seller reserves the right not to accept the return of the Replacement upon receipt.

10.3 If it is material covered by warranty, the Seller shall send a new part of the Replacement with payment ninety (90) days(date invoice end of month) so that you have time and opportunity to verify with your supplier the nature of the problem. If the warranty is acknowledged by the supplier, the Seller shall issue a credit note.

10.4 For out-of-warranty material to be repaired, the Seller shall ship to the supplier and provide the Buyer with a quotation for repair.

11) PRODUCT LIABILITY

11.1 Unless it can be proved that the defect that caused the damage to persons or property already existed at the time of the sale or of willful misconduct or gross negligence on the part of the Seller, the Buyer shall indemnify the Seller against all liability, damages, expenses and costs for which the latter is held liable pursuant to and in accordance with Presidential Decree 24.5.1988 no. 224 ("Liability for Defective Products”). And alsoin the event that the damage is nevertheless attributable to the Buyer, and so in particular in the event that the latter has made improper use of the Spare Parts or the Products, has allowed the intervention of personnel not authorized by the Seller for the maintenance or repair of the Products, has used spare parts not bearing the original Seller's trademark, has failed to carry out maintenance on the Products when such maintenance is required, during installation, maintenance and use, the instructions in the installation use and maintenance manuals have not been complied with.

12) COVENANT OF RETENTION OF TITLE

12.1 The sale subject to these General Conditions of Sale is made subject to reservation of title in favor of the Seller (art. 1523 et seq. c.c.). The Buyer shall therefore acquire ownership of the Spare Parts with the payment of the last installment of the agreed price, including interest, while assuming all risks from the moment of delivery itself. In the event of termination of this agreement due to Buyer's default, Buyer shall be obliged to return the goods covered by this agreement within ten days of receipt of the notice referred to in art. 1456, 2nd paragraph, c.c., renouncing as of now the reimbursement of the price installments paid up to that time, installments that shall remain acquired by Seller as indemnity pursuant to art. 1526, 2nd paragraph, c.c.

13) FORFEITURE OF THE BENEFIT OF THE TERM

13.1 Failure or delay in the payment of two or more installments shall result in the automatic forfeiture of the benefit of the term pursuant to Article 1181 of the Civil Code, with the consequent right of the Seller to obtain immediate payment, in one solution, of the entire remainder of the Price due.

14) FORECLOSURES AND SEIZURES

14.1 The Buyer, until the price is paid in full, undertakes to notify the Seller of the execution on the goods covered by this contract of attachments, seizures or any other judicial measures affecting the said goods.

In the event of non-performance of the above obligations, the Seller shall have the right to terminate the contract by sending mere written notice pursuant to Article 1456 of the Civil Code.

14.2 The notice shall be received by the Seller's registered office by PEC or registered mail with return receipt and within three (3) days after the execution of the above measures.

15) CHANGE IN THE FINANCIAL CONDITION OF THE BUYER

15.1 Any enforcement or conservatorship proceedings that may result against the Buyer, or the application for receivership or composition with creditors, as well as any substantial changes in the Buyer's corporate structure, shall allow the Seller to suspend the performance of any contract, with the consequent right to obtain payment, in one solution, of the entire price still due.

16) INTELLECTUAL PROPERTY

16.1 Buyer agrees that all forms of intellectual property relating to the Spare Parts, including but not limited to, patents, utility models, ornamental models, trademarks, inventions to be patented or non-patentable, trade secrets, procedures or processes, know-how (the "Industrial Properties"), are and shall be the sole and exclusive property of Seller and shall not be reproduced and used in any manner by Buyer without Seller's written consent, except for limited license to use, granted for the use of the Products.

16.2 With respect to improvements, additions to Industrial Properties and/or any inventions arising from Industrial Properties, including but not limited to, patents, utility models, ornamental models, trademarks, trade secrets or processes, know-how, which Buyer or any of his employees or self-employed persons in his employ should discover, create or in any way derive from the use and/or availability of the Industrial Properties, to the extent and to the fullest extent permitted by law, Buyer acknowledges that such Industrial Properties are the exclusive property of Seller or agrees to assign and/or, as the case may be, cause his employee or self-employed person in his service to assign to Seller or Buyer, who shall then in turn assign to Seller, such Industrial Properties.

17) ELECTION OF DOMICILE

17.1 The Buyer, for the purpose of communications and notifications, declares that he elects his domicile at his registered office.

18) PRODUCT CHANGES

18.1 The Seller reserves the right to make changes to the Parts at any time it is deemed necessary and without giving prior notice.

19) JURISDICTION - APPLICABLE LAW

19.1 Jurisdiction for any dispute or controversy connected with, relating to, arising in any way from these General Conditions of Sale or any contracts subject to or connected with them shall be the Court of Treviso (Italy).

19.2 These General Conditions of Sale, as well as any contracts subject thereto, shall be governed in accordance with Italian law; the Parties expressly agree to exclude the application of the Vienna Convention on the International Sale of Goods.

20) CONFIDENTIALITY

20.1 Each party undertakes to take all necessary measures to ensure that any information or technological knowledge, exchanged for the conclusion of the contract or its execution or acquired in the course of carrying out the activities under the contract, remains secret and is not disclosed to third parties.

20.2 Each of the parties undertakes to take all necessary measures to ensure that the contents of the contract and any information relating to the products that are the subject of the contract, of which it has become aware in connection with the conclusion of the contract or its execution, will remain secret and will not be disclosed to third parties.

20.3 The parties undertake a mutual exchange of information, relating to the products and, in particular, with reference to the following: manufacture and use of the same which includes data, manufacturing specifications, drawings, safety checks, product analysis and specifications, quality control. In order to maintain the proprietary nature of such information, it is necessary that the unauthorized disclosure of such information is avoided. For this reason, Seller and Buyer agree that all information disclosed by the other party- even if not identified as confidential and regardless of whether disclosed orally, in writing, or electronically- shall be maintained as strictly confidential and, should the other party so request, they agree to enter into a specific confidentiality agreement.

21) ETHICS CLAUSE

21.1 The Buyer declares that he/she is familiar with the provisions of Legislative Decree No. 231/01 and that he/she has read and been given a copy of the Seller's Code of Ethics, and that he/she is aware that the Seller supports and is committed to sustainable development.

21.2 In the performance of the activities envisaged by the contract subject to these General Conditions of Sale, the Buyer therefore undertakes - also pursuant to Art. 1381 of the Civil Code, for his own directors, partners, managers, employees, collaborators and any other third party acting on his behalf - to refrain from committing or omitting behaviors in violation of the law and of the aforementioned Code of Ethics and/or from committing or omitting behaviors, even in the form of mere attempt. These integrate the extremes of any of the crimes that constitute the prerequisite for a liability pursuant to Legislative Decree No. 231/01 and from the commission of which such liability may result to the Seller.

21.3 In connection with the foregoing obligations undertaken by the Buyer under the terms specified above, the Buyer expressly agrees and undertakes to:

a. As a preventive function of the offenses against the Public Administration (Articles 24, 25 and 25 decies of Legislative Decree 231/2001):

i. not to make gifts of money or in kind to public officials or public service officers;

ii. not to offer money or gifts, except gifts or utilities of modest value, to influence their decisions, with a view to more favorable treatment or undue benefits, or for any other purpose, including the performance of acts of their office;

iii. not to grant other advantages of any kind (such as promises of direct hiring or of close relatives, giving assignments to reported persons, etc.) in favor of representatives of the Public Administration or persons related to them, with the purposes set forth in the previous point;

iv. not to directly or indirectly exert undue pressure (in any form exerted or attempted) aimed at inducing the Competent Authority to favor the Company in deciding the dispute;

v. not to produce false or altered documents and/or data or omit information that is due, including for the purpose of obtaining contributions/grants/financing or other disbursements from the State or Public Bodies or the European Union. This prohibition also applies in the event that contributions/grants/financing/disbursements are received from customers in relation to products supplied by the Seller;

vi. not to use public contributions/grants/funding for purposes other than those for which they were obtained;

vii. not to gain unauthorized access to the information systems of the Public Administration to obtain and/or change information for the benefit of the Seller.

b. As a preventive function of the crime of private bribery (art. 2635 Civil Code):

i. not to make or promise to anyone, for himself or others, money in exchange for the performance or omission, by the recipients, of acts in violation of the obligations inherent in their office or their obligations of loyalty to the entity for which they work and with harm, even potential harm, to that entity;

ii. not to grant or promise any other benefits to anyone, including but not limited to, forms of entertainment, gifts, travel, and other goods of value, under the same prerequisites as above.

c. As a preventive function of occupational health and safety crimes (Article 25 septies of Legislative Decree 231/2001):

i. To implement occupational health and safety regulations (Legislative Decree 81/08);

ii. To comply with and implement the regulatory provisions defined by the Consolidated Safety Act in order to ensure the reliability and legality of the work environment and, consequently, the physical safety and protection of the moral personality of employees, through compliance with the provisions defined in the corporate organizational schemes;

iii. To engage in conduct directed at:

- eliminating risks and, where this is not possible, minimizing them in relation to the knowledge gained from technological progress;

- Assessing all risks that cannot be eliminated;

- Reducing, where possible, risks at the source;

- adhering, where possible also according to the state of the art, to ergonomic and health principles in workplaces in the organization of work, in the design of workplaces and the choice of work equipment, in the definition of work and production methods, particularly in order to reduce the health effects of monotonous and repetitive work;

- if possible, also based on the state of the art, replacing what is dangerous with what is not dangerous or is less dangerous;

- Planning measures deemed reasonably appropriate to ensure that safety levels are improved over time, including through the adoption of codes of conduct and best practices;

- Where possible, giving collective protective measures priority over individual protective measures;

- Giving appropriate instructions to workers.

d. As a preventive function of environmental crimes (Article 25 undecies of Legislative Decree 231/2001):

i. To comply with environmental legislation applicable to it/them and, as required by law, to implement preventive measures to avoid or at least minimize environmental impact, including in light of the state of the art;

ii. To take reasonable measures, including in light of the state of the art, to reasonably limit and - if possible - cancel the negative impact of economic activity on the environment;

iii. to ensure full cooperation with the competent authorities during inspections and/or audits carried out in the company;

iv. not to engage in malicious or culpable conduct that directly or indirectly could potentially lead to the commission of an environmental crime;

v. To comply with the rules of conduct in waste management activities, including, if as applicable:

- The non-abandonment or uncontrolled storage of waste or its discharge into surface or groundwater;

- not keeping waste in "temporary storage" outside the requirements and beyond the time limits stipulated in the regulations;

- The non-mixing of waste (in the absence of any appropriate permit);

- The failure to provide false information on the nature, composition and chemical and physical characteristics of waste in preparing a waste analysis certificate or prohibition of using a false certificate during the transportation of waste;

- The prohibition of delivery of the waste produced to a treatment facility that is not specifically authorized;

- A prohibition on the discharge of waste of any kind, in solid or liquid state, into surface water or groundwater;

- the prohibition of setting fire to waste produced by the company itself, within or without the company area, and of setting fire to third-party waste that is found abandoned or deposited;

- The prohibition of abandoning and/or depositing waste on which third parties will later set fire;

- in the event that third-party waste is found within the areas owned by the Company, treat it as internally produced waste and dispose of it according to the rules governed by the relevant procedure.

vi. To notify the appropriate public agencies of the occurrence of an event with the potential to contaminate a site.

e. To pay to the tax authorities and relevant agencies all tax and social security withholdings due with respect to its employees, para-subordinate workers, and agents.

f. not maliciously to engage in express and intentional violations of national and international tax laws.

g. To comply, where applicable, with labor and environmental regulations arising from international conventions.

21.4 The Buyer undertakes, represents and warrants - also pursuant to Art. 1381 of the Civil Code, for his directors, partners, managers, employees, collaborators and any other third party acting on his behalf - that he has not given or paid and will not give or pay to the Seller or any of his representatives (such as, for example, without limitation, his partners, directors, managers, employees collaborators, and any other third party acting on his behalf (together the "Seller's Representatives")) any gift, gratuity, payment, expense for food, accommodation or entertainment, loan or other benefit for the purpose of or that could in any way influence the granting of a contract or favorable treatment with respect to one or more contracts entered into with the Seller or the Seller's Representatives.

21.5 Without prejudice to the right on the part of the Seller to terminate the agreement subject to these General Conditions of Sale pursuant to Article 1456 of the Italian Civil Code, in the most serious, proven and/or finally ascertained cases of violations of the above provisions, by giving mere written notice to Buyer, Seller shall have the right to terminate this agreement by written notice to Buyer if, within sixty (60) days of receipt of Seller's notice stating that a violation has occurred, Buyer has not remedied the violation or has put in place or begun to put in place reasonable remedial activities of the violation and its consequences.

21.6 It is understood that in all hypotheses of violation of the above provisions, the Buyer shall be entitled to compensation for all damages suffered and to be suffered, including that in any way arising from the Buyer's commission or omission behaviors that configure a violation of the law [or of the Code of Ethics] and/or due to the Buyer's omission or commission behaviors, even in the form of mere attempt, that integrate the extremes of any of the crimes that configure the prerequisite for a liability pursuant to Legislative Decree no. 231/01.

22) PRIVACY.

22.1 By virtue of these General Terms and Conditions of Sale and the contract subject thereto, the parties may mutually exchange the same (first name, last name, company email, company telephone number) of directors, employees or collaborators who, by reason of the functions held and duties performed, manage or execute the said Contract.

22.2 Each party shall process the data received in full autonomy in its capacity as data controller, to the extent that they are strictly necessary for the execution of the Contract, in manual, paper, computer, digital and telematic form, including automated form, and, in any case, in compliance with the rules dictated regarding the security of the processing of Personal Data under the GDPR and applicable Italian legislation.

22.3 Each party shall inform its directors, employees, and collaborators that each of them may exercise all the rights set forth in Articles 15-21 of the GDPR, subject to the limits arising from the legitimate interest of the employer, as well as the submission of any complaints to the Data Protection Authority. Each party will inform its directors, employees, and collaborators that each of them may exercise all the rights set forth in Articles 15-21 of the GDPR, subject to the limits arising from the legitimate interest of the employer, as well as the submission of any complaints to the Data Protection Supervisor.

22.4 The personal data in question shall be retained, by each party, until the performance of the services covered by the Contract and thereafter until the expiration of the statute of limitations for the rights and/or actions inherent in the intervening relationship.

22.5 In consideration of the performance of the Contract, personal data may be disclosed to third parties, where established in the EU. If the personal data are to be sent to countries outside the EU, the communication shall take place after verification of the existence of adequacy decisions issued by the EU Commission regarding the level of protection of personal data in the country of destination, or of the existence, in that country, of adequate safeguards for the data subject as well as effective enforceable rights and remedies.

23) EXPORT CONTROL

23.1 The Buyer acknowledges that the exportation or making available of the Products, Spare Parts, services or technical support outside the customs territory of the European Union and/or to certain entities or destinations may be subject to control by the competent authorities. The Buyer undertakes to take all necessary measures to comply with the laws and regulations of Italy, the European Union, the United Kingdom and/or the United States of America regarding export control and international economic sanctions.

23.2 In the event that the Products, Spare Parts and any other items, services or technical support provided by the Seller are exported, re-exported or made available by Buyer (hereinafter collectively the "Affected Goods"), the Buyer shall comply with all applicable export control and international economic sanctions regulations. In any event, the Buyer is prohibited from transferring the Affected Goods to any customer included in any list of natural or legal persons, entities or bodies subject to restrictive measures imposed by the European Union, the United Kingdom, the United States of America and/or the United Nations, and/or to persons or entities controlled directly or indirectly by the latter.

23.3 NO RE-EXPORT TO RUSSIA CLAUSE. Without prejudice to the provisions of Article 23.2 above, the Buyer is in any event prohibited from exporting to Russia and/or re-exporting for use in Russia, directly or indirectly, the Affected Goods if they fall within the scope of Article 12g of Regulation (EU) No. 833/2014. The Buyer hereby undertakes and warrants that it will comply with any subsequent amendments to the aforementioned Regulation and with any laws, regulations and/or other provisions in force in the European Union, the United Kingdom and the United States of America relating to prohibitions and/or restrictive measures concerning the Russian Federation.

23.4 NO-TRANSIT. Notwithstanding the provisions of the Articles above, the Buyer acknowledges that the exportation of some goods and/or services outside the customs territory of the European Union may be subject to restrictions of their transit in the Russian territory. The Buyer undertakes to comply with, and to ensure that the carrier appointed by him complies with (hereinafter the “Appointed Carrier”), all regulations concerning restrictions of transit of goods and services in the Russian Territory.

Pursuant to the regulations mentioned in Article 23.3, the Buyer declares that it is aware that for certain types of goods there is an absolute prohibition on transit, while for other goods the transit through the Russian Federation may take place, provided that all due diligence measures have been taken and the following conditions are met:

• Russia shall only be the place of transit of the shipment which originates and terminates beyond the territory of the Russian Federation;
• the Affected Goods shall not be sold, processed or transferred after their export outside the customs territory of the European Union for the purpose of circumventing the laws in force relating to prohibitions and/or restrictive measures concerning the Russian Federation; and
• the transit of the Affected Goods does not contravene any other provisions relating to prohibitions and/or restrictive measures concerning the Russian Federation.

The Buyer undertakes to provide the Seller with all information necessary to verify compliance with the above-mentioned provisions, at the Seller’s request, or to obtain it from the Appointed Carrier and to provide it to the Seller without delay and in any event prior to the date of shipment and/or withdraw of the Affected Goods as specified in the Order Confirmation and/or otherwise agreed upon in writing by the Parties.

If this obligation is not fulfilled, the Seller reserves the right to suspend the delivery of the Affected Goods, as well as in all cases in which the Seller becomes aware of any breach, even a potential one, of the above-mentioned provisions and/or of the fact that the Buyer has provided untrue, inaccurate and incorrect information, the Seller may exercise the remedies set forth in Articles 23.6 and 23.8, without prejudice to any other rights provided by law.

23.5 The Buyer shall in any event be obliged to transfer the same provisions of this Article 23 to its customers, subsidiaries, associated and/or affiliated companies in connection with the Affected Goods, so that they are bound by the same obligations as the Buyer and have agreed to act in accordance with the terms and conditions of this Article.

23.6 The Buyer acknowledges that the Seller shall notify the competent authorities of the Member State in which the Seller resides or is established if it becomes aware of any infringement or potential infringement. The Buyer hereby waives any and all claims for damages and/or actions against the Seller, its directors, officers, employees, shareholders, agents, consultants, and associated and/or affiliated companies in connection with the foregoing. In the spirit of mutual assistance and cooperation, if Buyer becomes aware of violations of export control regulations and international economic sanctions committed by its customers with respect to the Affected Goods, Buyer shall promptly, and in any event no later than 48 hours after becoming aware of the violation, notify Seller. The Buyer shall provide all relevant information to protect the Seller's interests and undertakes to be available to assist the competent authorities in combating the violation and/or sanctioning the guilty parties.

23.7 The Buyer shall indemnify and hold the Seller harmless from and against any and all liability, damage or adverse consequence, costs and expenses which may arise from any violation of applicable export control and international economic sanctions provisions in connection with the Affected Goods supplied by the Seller.

23.8 The Parties agree that the Seller shall have the right to terminate with immediate effect any contractual relationship and/or each order in the event of breach of the provisions set forth in this Article 23, which shall be deemed and considered as a serious breach of contract. The Buyer acknowledges that failure to comply with its obligations hereunder or in the event of breach or threatened breach of any provision hereof may cause substantial and irreparable damage to the Seller with the consequence that the Seller shall be entitled, at its sole discretion, the payment of a penalty equal to the greater of (i) 30 per cent of the turnover achieved between the Parties in relation to the sale or supply of the Affected Goods in the 12 (twelve) months prior to the termination of the contractual relationship and/or (ii) the sale price of the Affected Goods purchased by the Buyer. This shall be without prejudice to the Seller's right to claim compensation for any greater damage suffered and to any other remedy provided by law and/or these General Conditions of Sale.

23.9 INDEMNITY CLAUSE : In the event that the end user or beneficiary of the transaction differs from the Buyer, and the Buyer refuses to provide the complete data as specified in Article 2.5; or in the case where the provided data is incomplete or inaccurate, the buyer takes responsibility for verifying the names and the corporate and control structure of the Final end user and any other parties involved in the transactions, to ensure that none of the parties involved are included in Designated Party as hereinafter defined.

- Buyer guarantees the Seller the non-risk of any transactions in terms of export control and international economics sanctions.

- Buyer represents and warrants that neither the Buyer or the end user, nor its shareholders, members, partners, beneficial owners or directors are Designated Parties and/or entities owned 50% or more, also in the aggregate, or controlled, directly or indirectly, by one or more Designated Parties or acting on their behalf.

- Buyer shall immediately notify in writing the Seller if Buyer or the final end user, any of its shareholders, members, partners, beneficial owners or directors (i) becomes a Designated Party; or (ii) becomes owned 50% or more, also in the aggregate, or controlled by, directly or indirectly, a Designated Party.

- Buyer acknowledges that the export of the Products, spare parts and any other part thereof or the performance of any related services and/or technical assistance outside the customs territory of the European Union and/or towards certain entities or destinations could be subject to control by competent authorities.

- Buyer undertakes to put in place all the necessary measures to comply with Italian, EU, UK and/or US laws and regulations on export control and international economic sanctions provisions related to "Affected Goods" and agrees not to sell, resell, export, re-export, distribute, deliver, or otherwise transfer them directly or indirectly, to or within any Sanctioned Country, unless such activities, transactions, dealings, sales or deliveries fully comply with all applicable EU, Italian, US and UK export control and/or international economic sanctions provisions , or are subject to a general or specific license or authorization.

- In the event that the "Affected Goods" and any other part thereof procured from the Seller were to be exported or re-exported by the Buyer, the Buyer undertakes to transfer them to customers not included in any list of natural or legal persons, entities or bodies subject to restrictive measures by the European Union, the United Kingdom, the United States of America, and/or by the United Nations, nor owned or controlled by any such person or entity (i.e. "Designated Party"). Buyer shall ensure the same compliance in respect to the performance of any related services and/or technical assistance.

- Buyer undertakes not to sell or deliver the Products and the Spare Parts to any Designed Party, including individuals or entities featuring on the United Nations Security Council Consolidated List, the List of Persons, Groups and Entities subject to EU Financial Sanctions, the OFAC Specially Designated Nationals and Blocked Persons List (SDN List) or the Consolidated List of Financial Sanctions Targets in the UK, nor to any entity owned or controlled by, or acting on behalf, of one or more Restricted Party.

- Buyer undertakes to promptly inform Seller of any transfer or diversion of the Products and/or the Spare Parts to any person, entity, destination, or of any use in violation of the applicable EU, Italian, US and/or UK export control and/or international economic sanctions provisions.

- Buyer relieves the Seller of any liability, damage, or detrimental consequence, that may arise from any violation of the applicable provisions concerning export control and international economic sanctions in relation to the Products, spare parts and any other part thereof procured from the Seller or the performance of any related services and/or technical assistance. The Buyer undertakes to transfer the provisions of this article also to its possible customers.

- Buyer shall be liable and agrees to indemnify the Seller for any direct and/or consequential loss suffered by Seller as a consequence of any breach of the applicable EU, Italian, US or UK export controls and/or international economic sanctions provisions applicable to any subsequent sale or transfer of the Products.

- Buyer shall require any subsequent purchaser or transferee of the Products and Spare Parts to comply with the obligations and requirements set forth in this clause regarding compliance with export controls and international economic sanctions.

23.10 In the event that Seller's performance is prevented or made unreasonably difficult or commercially uneconomic by the occurrence of any of the following events (each a "Justifying Event"):

a. any change in the laws of the Republic of Italy and/or the European Union and/or the United Kingdom and/or the United States of America, including but not limited to the adoption of export control measures or international economic sanctions of any kind that may affect Seller's obligations;

b. any amendment, extension or revision, or any change in the interpretation or application, by any court, tribunal or regulatory authority having competent jurisdiction, of any law of the Republic of Italy, and/or the European Union, and/or the United Kingdom, and/or the United States of America, existing at the time of the execution of the Contract and/or any purchase order thereof, on export control or international economic sanctions;

c. failure to obtain any authorization, permit or license necessary for the effectiveness or performance of the sale of the “Affected Goods” from any competent authority;

d. any other event, whether or not similar to those specified above, beyond the control of the Seller, which prevents the execution of the sale in the terms originally agreed upon, due to export control laws and/or international economic sanctions of the Republic of Italy and/or the European Union and/or the United Kingdom, and/or the United States of America;

the Seller shall then notify in writing the occurrence of a Justifying Event and consult with the Distributor in good faith on any useful or appropriate measures to be taken to ensure the smooth performance of the transaction. The performance of the Parties' respective obligations shall be suspended during the consultation period from the date of notification of the Justifying Event. In the event that, after consultation, it appears that the obligations of the Seller cannot be further performed because they have become invalid or illegal under applicable law, the Purchase and Sale Agreement shall be terminated without any right of the Buyer to obtain compensation or any other similar remedy. In the event that the Seller's obligations are not illegal or invalid, but have become impossible or uneconomic, performance of the sales order shall be suspended from the date of notification of the Justifying Event until its termination. In the latter case, Seller and Buyer shall use their best efforts to minimize, as far as reasonably practicable, the prejudice caused to each of them by such suspension.

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Definition:

• “Designated Party”: any natural or legal person, whose identifying elements correspond to a person designated by the United Nations (UN), the European Union (EU), the United States (US), the United Kingdom (UK);
• “Sanctioned Country”: any country subject to sanctions programs adopted by the UN, EU, US, UK

24) FINAL PROVISIONS

24.1 Should one or more clauses of these General Terms and Conditions of Sale be invalidated for any reason, this shall not affect the validity of all other parts of these General Terms and Conditions of Sale.

24.2 If one or more of the articles, paragraphs or other subdivisions, or other provisions of these General Terms and Conditions of Sale and the contract subject thereto are or shall become void, invalid or ineffective, the same shall be deemed to be separated from these General Terms and Conditions of Sale and the contract subject thereto. Moreover, they are rendered unenforceable, to the extent permitted by law, without such invalidity and ineffectiveness affecting the validity, legality or effectiveness of these General Terms and Conditions of Sale and the contract subject thereto.

24.3 Any waiver of assertion of performance compliance or non-performance, breach or non-compliance with any provision, term or condition of these General Conditions of Sale, as well as any consent, shall not be effective unless contained in a duly signed written instrument of the Seller.

In any event, any waiver by Seller to enforce compliance of performance or any failure, breach or non-compliance with any provision, term or condition of these General Terms and Conditions of Sale shall in no way be deemed or construed as a prior waiver to enforce such provision, term or condition or any subsequent non-compliance of performance or any subsequent default or breach or failure to comply therewith.

24.4 The Buyer shall not assign, or otherwise transfer one or more of his rights or obligations under the contract subject to these Terms and Conditions without the prior written approval of the other Party.

24.5 If any act under this Contract is to be performed on a day that is not a Business Day, such act shall be performed on the first Business Day immediately following.