GENERAL CONDITIONS OF SALE

Art. 1 Scope of application

These General Conditions rule all supply relationships between the parties. Even in the case of derogations agreed in writing, these conditions will continue to apply to the clauses not expressly waived. Any general conditions of purchase drawn up by the Buyer will not be applied in the relations between the parties unless expressly accepted in writing by Barozzi Srl and in any case will not invalidate the effectiveness of these General Conditions, with which they must be coordinated.

Art. 2 Formation of the contract

Acceptance by the Buyer of the offer or confirmation of the order by Barozzi Srl, in any way carried out, will involve the application of these General Terms and Conditions of Sale. The offers made by agents or representatives of Barozzi Srl are not binding for the latter until confirmed in writing by Barozzi Srl. The sales offers made by Barozzi Srl are valid for 30 days starting from the formulation of the same and limited to the complete supply of what is quoted in the same. Once the afore mentioned deadline has passed, the sale offer will no longer be valid. The sales offers do not include in any case: the supply of manuals, training courses, start-up assistance and other similar services, unless these services are expressly included in the offer itself.

Art. 3 Technical data and documents relating to the supply

Weights, dimensions, prices, yields, colours and other data relating to the products supplied and indicated in catalogs, in price lists, in circulars or in other illustrative documents, drawn up by Barozzi Srl, as well as the characteristics of the samples, are merely indicative and have no binding nature, except in cases where they are indicated as such in the sales offer or order confirmation. Barozzi Srl reserves the right to modify the composition details of its own products at any time in order to improve their performance, after notifying the Purchaser if there are substantial variations

Art. 4 Prices – Payments

Product prices refer to the price list valid at the time of acceptance of the offer of sale by the Buyer or the issue of the order confirmation by Barozzi Srl

Barozzi Srl reserves the right to modify the current price list at any time, subject to prior written communication to the Buyer, in the event of raw material cost increases, or any other factor that causes a significant increase in the costs of production. Product prices are always intended as Ex Works (EXW Incoterms 2010), unless otherwise specified in writing between the parties.

Payments must be made in accordance with the relative indications contained in the sales offer or in the order confirmation. Payments and any other sum due for any reason to Barozzi Srl must be performed at the domicile of the same. Any payments made to agents, representatives or auxiliaries of Barozzi Srl do not intend to do so, and therefore do not release the buyer from his obligation, until the relative sums are received by it. Unless otherwise agreed, payments will be made in Euros.

Prices expressed in currencies other than the Euro may undergo variations in relation to the fluctuations of the relative exchange rate.

Any delay or irregularity in payments gives Barozzi Srl the right to:

a) suspend supplies in progress, even if not related to the payment in question;

b) change the payment and discount methods for subsequent supplies, also requesting the advance payment or the issue of additional guarantees;

c) request, starting from the due date set for the payment, of default interest on the sum still due, in the amount of the rate provided by the legal provisions currently in force for commercial transactions (in particular Legislative Decree 231/2002 and subsequent additions), without prejudice in any case to the right to claim compensation from the greater damage suffered.

Furthermore, in the afore mentioned cases, any sum due for any reason to Barozzi Srl becomes immediately payable. The Buyer will be required to pay in full the products even if exceptions arise, disputes or disputes that will be settled only after the payment of the amount due.

The buyer waives in advance to request compensation with any credits, however originated with Barozzi Srl

Art. 5 Reservation of Ownership

The products delivered remain the property of Barozzi Srl until full payment is received.

Art. 6 Delivery

Unless otherwise agreed, the supply of the Products is intended ex works (EXW Incoterms 2010) and therefore risks related to the supply pass onto the Buyer when the products are made available for withdrawal. Delivery terms are indicative only and are calculated on working days and come therefore any liability of Barozzi Srl for all damages resulting from early or delayed delivery is excluded, be it full or partial.

If the Purchaser has overdue payments relating to other supplies, the effective date of the terms of delivery is suspended and Barozzi may delay delivery until the Buyer has paid the due sums.

On the quantities delivered, the Purchaser acknowledges the tolerances of use to Barozzi Srl.

Art. 7 Force majeure

Barozzi Srl will not be responsible for failure to comply with its contractual obligations in the extent to which this default derives, directly or indirectly, from:

a) causes not attributable to Barozzi and / or causes of force majeure;

b) actions (or omissions) of the Buyer including the failed transmission of information and approvals necessary for Barozzi Srl to proceed with its work and the subsequent supply of the products;

c) failure to comply with payment terms by the Buyer;

d) inability to obtain the materials, components or services necessary for the execution of the work and

supply of products.

In the event that one of the afore mentioned hypotheses occurs, Barozzi Srl will communicate it

to the Buyer together with the quantification of the possible delay and the new delivery date.

If the delay of Barozzi Srl is caused by actions or omissions of the Buyer, or by specific work of others

contractors or suppliers of the Purchaser, Barozzi Srl will also be entitled to a fair price review.

Art. 8 Technical standards and responsibilities

Barozzi Srl products comply with the legislation and technical standards in force in Italy, consequently, the Buyer assumes the responsibility of verifying any existing discrepancies between the Italian regulations and those of the country of destination of the products.

Barozzi Srl guarantees the performance of its products it only and exclusively in connection for uses, destinations, applications, tolerances, etc. expressly indicated in relevant data sheets.

Art. 9 Patents

Barozzi Srl agrees to indemnify and waiver the Buyer from any liability arising from any legitimate claim by third parties relating to any counterfeits or violations of rights of industrial property regarding the products supplied by Barozzi Srl. In the event of claims by third parties, the Buyer must promptly notify Barozzi Srl and provide it with any useful information and assistance to challenge the claim.

The above will not be applied to all those products manufactured on a project, design, instructions and / or technical specifications provided by the Buyer, for which Barozzi Srl does not assume any responsibility liability for any infringement of third party industrial property rights of which will be solely responsible for the Buyer.

Art. 10 Warranty

Barozzi Srl guarantees that the products supplied correspond to the quality established in the contract and

That they are free from defects that could make them unsuitable for the use to which they are expressly intended for.

The warranty for construction defects is limited only to product defects that are due to material defects

used or production problems attributable to Barozzi Srl. The warranty also does not cover defects due

to normal wear and tear of the products for parts subject to rapid and continuous wear.

The validity of the guarantee on the products purchased is suspensively subject to full payment of the same. Unless otherwise agreed in writing, the warranty has a duration of 12 months (from the date of production).

The afore mentioned guarantee is operative provided that the products have been correctly stored and used in accordance with the instructions contained in the General Catalog and the technical data sheets provided by Barozzi Srl. No repairs, modifications or alterations must be made without prior written authorization of Barozzi Srl. The Buyer is required to verify the conformity of the products and the absence of defects within 10 days from date of delivery of the products and, in any case, before any use of the same. The Buyer must report any obvious flaws or defects in writing no later than 10 days after delivery of the products, while the report of any hidden and / or functioning defects (that is, detectable only after use of the product) must be made within 10 days of the discovery of the defect and in any case not later than warranty period. Complaints must be submitted in writing to Barozzi Srl based on the instructions and with the procedures provided by the same, indicating in detail the defects or non-conformities found.

The Buyer forfeits the warranty right if he does not allow any reasonable control requested by Barozzi Srl or if it fails to return the defective products within 10 days of the relevant request.

Following a regular complaint by the Purchaser, Barozzi Srl, at its choice, may: a) replace the defective products; b) supply products of the same type and quantity free of charge at the Buyer’s premises (DAP Incoterms 2010); c) issue a credit note in favor of the Buyer for an amount equal to the value indicated on the invoice of the returned products. In such cases Barozzi Srl may request the return of the defective products, which they will become of its property. Unless otherwise agreed between the Parties, it is understood that, all expenses related to interventions carried out by the technical assistance of Barozzi Srl will be supported by it. In the event that the defects found on the products are not attributable to the responsibility of Barozzi Srl., the costs of repair and replacement of the products will be counted and invoiced to the Buyer. There guarantee referred to in this article is absorbent and replaces legal guarantees for defects and conformity ed excludes any other possible liability of Barozzi Srl, however originating from the products supplied; in particular, the Buyer will not be allowed to make other claims for damages and in no case Barozzi Srl may be held liable for indirect or consequential damages.

Art. 11 Compensation for damages

The liability of Barozzi Srl, whether arising from the execution or non-execution of the contract, warranty, unlawful act or whether it arises from objective liability, will not in any case exceed the value of the product to which this responsibility relates. In no case shall Barozzi Srl be responsible for loss of profit or for failure to use the product or any associated machinery, for claims of the Buyer and / or third parties relating to the afore mentioned damages or for any other damage, even indirect or consequential.

Art. 12 Confidentiality

The Buyer agrees to (i) process the information / data / drawings / know-how / documentation received and / or learned from Barozzi Srl as confidential, to (ii) limit the use of such information / confidential documents and the access for purposes related to the execution of the contract. Confidential information / documentation not may be reproduced without prior written consent of Barozzi Srl, and all copies thereof will be immediately returned upon request of Barozzi Srl

The above provisions do not apply to information that: (i) is public or becomes public not for disclosure by Buyer, its employees or associates, or (ii) were in possession of the Buyer before receiving them from Barozzi Srl or (iii) have been disclosed by sources that are not subject to the restrictions to which the Buyer is subjected in relation to their use, or (iv) may be disclosed to third parties based on a written authorization from Barozzi Srl


Art. 13 Miscellaneous

The assignment by the Purchaser of the rights or duties deriving from the contract, without the prior written consent by Barozzi Srl, will be considered void. Barozzi Srl will have the right to sell in any moment to third parties the credits deriving from the contract, after having notified the Purchaser in writing. The total or partial invalidity of one or more clauses of these General Conditions will have no effect on the validity of the remaining clauses. It is understood that any tolerance for violations of these General Conditions will in no way be interpreted as a renunciation to exercise the rights and / or faculties related to or consequent to them.

Art. 14 Applicable law and competent court

These General Conditions and the related supply contracts will be governed by Italian law.

For any dispute concerning or in any case connected to the contracts to which these General Conditions apply, the Court of Mantova is exclusively competent. Notwithstanding the above, Barozzi will have the power to act in the Purchaser’s court.

Revere (MN), 08/05/2019

Barozzi Vernici Srl Società Italiana Import Export Srl

Pursuant to and for the purposes of art. 1341 C.C. and following, the Parties declare to approve expressly the following clauses:

Art. 4 Prices and Payments

Art. 6 Delivery

Art. 10 Warranty

Art. 11 Compensation for damages

Art. 12 Confidentiality

Art. 13 Miscellaneous

Art. 14 Applicable law and competent court

Revere (MN), 08/05/2019

Barozzi Vernici Srl Società Italiana Import Export Srl