Preamble

1. - These general terms and conditions of sale are considered to be known by all buyers.
2. - Our sales, unless otherwise agreed, are made under the following general conditions, which nullify any different clause printed or handwritten on the buyer's requests for quotation, orders, and correspondence.
3. - Any transmission of orders implies the buyer's acceptance, without reservation, of the following general conditions.

QUOTES

1. - Our quotes are always non-binding, unless otherwise expressly indicated by us and subject to these general conditions.
2. - Quotes for which a validity period is indicated are binding on us if acceptance by the buyer is received within the specified period.
3. - When it comes to materials offered based on warehouse availability, the quotes are always understood as 'subject to prior sale'.

ORDERS

1. - The buyer, by transmitting the order, is bound to the prices and all conditions of our price list in force at the date of our confirmation, unless the price list itself is changed. In this case, the prices and conditions of our price list in force on the day of delivery or shipment of the material shall apply. This is subject to explicit contrary agreement.
2. - Orders must be fully defined in all their parts and complete with all necessary technical and administrative information, including any tax-related facilitations.

ORDER CONFIRMATIONS

1. - The supply includes only the services and materials in the quantities specified in our order confirmation letters or in any eventual modifications thereof.
2. - The contract is deemed concluded upon the execution of the order, of which communication will be given through the order confirmation, in which contractual elements specified by us may prevail over any divergent text of the order.
3. - The quantities and nominal dimensions, wherever and however indicated, are merely indicative, and tolerances provided by execution standards, our commercial specifications, and our price list apply to them. In their absence, standard tolerances shall apply.

PAYMENT TERMS

1. - In case of late payment, as established by Legislative Decree of September 20, 2002 on the protection of creditors, default interest shall be applied at a rate equal to the ECB reference rate plus 7 points, as well as recovery costs, in addition to expenses for any extra-contractual renewals of bills of exchange. Furthermore, non-payment or late payment of invoices gives us the right, without prejudice to any other action, to demand advance payment for the remaining supplies or to withhold or terminate the contract and to suspend or cancel the performance of any other contracts in progress, without the buyer being able to make claims for compensation or indemnity or reserves in this regard.

RETURN OF MATERIALS

1. - Unless otherwise agreed, all our sales are understood as goods delivered free on truck at our warehouse. Even in the case of sale for goods shipped free on board, the same travels at the risk and peril of the buyer. Except for the partial derogation granted by the following paragraph 2) for shipments made at our expense by road, it is the buyer's responsibility to make the necessary reservations, claims, and actions exclusively against the carrier, as we are not responsible for what happens after the delivery of the goods to the carrier.
2. - Where the shipment has been made at our expense by road, the following is permitted: - a tolerance of 3 per thousand more or less of the shipped weight. Any differences within this limit cannot therefore be the subject of claims or result in modifications to the overall invoiced amount. In the aforementioned case, in partial derogation from what is provided for in the previous paragraph 1), the buyer may directly submit their claims to us, which exclusively concern weight shortages exceeding the 3 per thousand tolerance and/or damage to the goods occurring during transport. The expenses related to weight control upon receipt remain entirely the responsibility of the buyer. - To avail themselves of this option, the buyer must submit any claims on the back of the accompanying document of the goods, attaching the weighing slip, carried out with a "Veritas" balance or with a public weighing of the goods. Failure to comply with this procedure results in the cancellation of the granted rights attesting to the actually observed weight upon receipt of the goods. Also, at the risk of nullity, the accompanying document must then be signed by the buyer and the carrier or their representative, and handed over to them for forwarding.
3. - In the event of materials being picked up by the buyer's own vehicles, with weighing and loading under the supervision and direction of the transport operator, no claims may be made for shortages, nor shall any liability be attributed for damages, whether to the materials, the carrier, or third parties, as a result of the loading conditions, whether due to lack or excess of stowage or poor distribution.
4. - If the buyer requests that the weight and tare be recognized at the departure by the Railway Administration or by another Entity, the related expense remains entirely the responsibility of the buyer.

DELIVERY TERMS AND MATERIAL SHIPMENTS

1. - The terms of preparation, shipment, or delivery, as stated in our order confirmations, are only indicative and are always provided without guarantee except for cases of strict commitments for specific supplies agreed upon at the time of ordering. Excluded, even in this case, are those cases provided for by law, in addition to force majeure and others. Therefore, any delays cannot under any circumstances give rise to compensation for damages or to the partial resolution of the contract, unless such consequences have been expressly accepted by us at the time of ordering.
2. - In any case, the delivery deadline is considered met upon issuance of the shipping notice and in any case upon communication to the customer of the goods ready for shipment.
3. - Among the cases capable of relieving us of liability for non-delivery or delayed delivery, those related to the lack of raw materials or electricity, machinery breakdowns, interruption of railway service or other services related to the transportation of goods, lack of wagons for loading, mobilization, blockades, or war even in states supplying raw materials, labor disputes, plant occupations, strikes, accidents, floods, public calamities, etc., are to be considered, indicatively and not exhaustively.
4. - Normally, the shipment of prepared materials shall only occur at our expense. Only in cases agreed upon at the time of ordering, shall the buyer be authorized to pick up the materials with their own means.

GUARANTEES

1. - The materials are guaranteed by us to fully comply with the characteristics and conditions specified in the order confirmation letter. However, we assume no responsibility for the applications or any operations to which the supplied material may be subjected by the buyer or any third party acting on their behalf.

CLAIMS

1. - Any complaints regarding goods not corresponding to what is specified in our order confirmation must be submitted in writing within eight days of receipt of the goods, under penalty of forfeiting any right to replacement. This deadline is extended to 90 days for the reporting of hidden defects. If the complaint is timely and, upon examination by our technicians, found to be justified, our obligation is limited to replacing the goods recognized as not corresponding to the confirmation, at the same place of delivery as the original supply, upon return of the latter. The buyer has no right to request contract termination or price reduction, and in any case, compensation for damages and reimbursement of expenses incurred for any reason are excluded.
2. - The buyer forfeits any right to claim and therefore to replacement of the goods if they do not immediately suspend the processing or use of the materials subject to the dispute.
3. - Complaints do not entitle the buyer to suspend payment of the invoice related to the disputed goods.

VALUE ADDED TAX

VAT is applied according to the regulations in force at the date of invoicing and is borne by the buyer.

COMPETENT JURISDICTION

The competent jurisdiction explicitly accepted by the buyer for any dispute relating to the application, interpretation, or execution of this contract is the Court of Milan.