GENERAL TERMS AN CONDITIONS OF SALE

1 FOREWORD

The General Terms and Conditions of Sale shall apply to all transaction executed between Impianti S.p.A. and the Customer without any need of express reference thereto or agreement thereon at the conclusion of such transaction. Any dissenting terms and conditions shall only apply if confirmed in writing by the Seller.

2 RESPONSABILITY

Impianti S.p.A. shall not be responsible for any damage or loss, direct and/or indirect, arising from the sale of goods and services offered, including for delayed and/or non-delivery of the product, nor for the correspondence of the goods to the specifications, nor for any other fact not directly attributable to Impianti S.p.A. If the goods purchased from Impianti S.p.A. consist of software licenses or include software necessary
for its use, the customer in relation to such software:

• Acknowledges and accepts that such software may be used by the end user only upon acceptance and in accordance with the terms and conditions set forth in any licenses of use prepared by the manufacturers, undertaking to this end to notify the end users of the foregoing by pointing out that in the absence thereof the software may not be used;
• Undertakes not to copy, reproduce, translate, disassemble, reverse engineer, attempt to trace and/or appropriate the source code, modify, use in any way or allow third parties to access such Software, also undertaking, when reselling, to impose such obligations on its customers.

In the event of failure to comply with the obligations set forth in this article, the customer shall indemnify Impianti S.p.A. against all damages, costs, expenses and charges that may arise as a result of failure to comply with such obligations.

3 ORDERS

Orders are accepted only and exclusively if sent in written form, by fax, mail or received in electronic
form. For orders received in electronic form the manner of acceptance and confirmation of the same will be agreed with each customer. There is a possibility for the customer to request that the goods be delivered on a different and later date than the date of acceptance.

4 TRANSPORTATION, RISK AND TRANSFER OF OWNERSHIP

Shipment shall be by carriers selected by or on behalf of Impianti S.p.A. and shall be made carriage paid with charges to the customer on the invoice.

The goods travel at the risk of Impianti S.p.A. until delivery to the place indicated by the customer and, more precisely, until the accompanying document is signed by the customer (or his agent).

In the event of theft/loss of a carriage paid shipment, Impianti S.p.A. agrees to reimburse the full value of the undelivered products; reorder of the same is at the customer’s discretion. Where the customer requests to appoint his own carrier, the shipment is freight collect and the risk for loss (due to theft or loss) and/or damage of the goods is transferred to the customer upon delivery to the carrier from the
warehouses of Impianti S.p.A.

Shipment, unless otherwise agreed in writing between the parties, takes place throughout Italy within the purely indicative terms of 24, 48 or 72 hours from the date of entrustment to the courier, by truck and during the office hours indicated below: from 8:30 a.m. to 12:30 p.m. and from 2:00 p.m. to 6:00 p.m. on non-holidays and from Monday to Friday.

At the time of delivery of the goods, the customer must verify the integrity of packages and correspondence quantitative and qualitative with what is indicated in the accompanying document and in case of finding discrepancies the same must be reported on the same accompanying document with a reserve that indicates exactly and specifically the discrepancies found (will not be considered valid for this purpose generic reserves such as “control reserve”, “non-conforming goods”) and confirmed,
within eight calendar days by e-mail to the relevant salesperson of Impianti S.p.A. and by entering an anomaly request (NCDE) on the website of Impianti S.p.A..

Although the packaging is intact, goods must be checked within eight calendar days of receipt and any hidden defects resulting from transportation must be reported in writing by registered mail with return receipt to the carrier and in copy to Impianti S.p.A. within eight calendar days of receipt.

Any report beyond the above deadlines will not be taken into consideration and will not be effective. For each statement, the customer assumes full responsibility for what is declared.

5 PAYMENTS

Goods supplied must be paid for by irrevocable bank transfer, in advance and confirmed, unless otherwise agreed in writing with Impianti S.p.A.
Impianti S.p.A. reserves, at its sole discretion, the right not to proceed with the shipment of the goods, even after accepting the order, to those customers who are “out of credit”, or with “outstanding” or, in
“litigation” or with bank transfer not irrevocable and/or not confirmed.

6 OBLIGATIONS OF TRACEABILITY OF FINANCIAL FLOWS – ART.3 L.136/2010

Impianti S.p.A. acts in compliance with the obligations set forth in Article 3 of Law No. 136/2010 as
amended by Articles 8 and 9 of Decree Law No. 187/2010, in order to ensure the traceability of financial
movements relating to public services and supplies. The customer -in the event that the order concerns
the execution, for whatever reason, of a job order subject to the scope of application of Law no. 136/2010 as amended and supplemented – must comply with all the provisions of said law, expressly indicating the tender identification code (CIG) or, where provided for by law, the single project code (CUP) as well as the references of the Contracting Authority, providing all the necessary cooperation to enable Impianti S.p.A. to correctly fulfill its legal obligations. The customer shall pay for the goods supplied exclusively by means suitable to ensure full traceability of the transaction to Impianti S.p.A., as provided for in this Article 10. Violation of the provisions of this Article and/or in any case of the 3 requirements of Article 3 of Law no. 136/2010 as amended and supplemented shall determine, in accordance with the law, the legal termination of the individual orders.

7 CANCELLATION OF ORDERS

The customer may request the cancellation of the order in whole or in part, Impianti S.p.A. reserves the right to accept the cancellation of the same. The request for cancellation (and acceptance thereof) must be made via pec to impianti.spa@legalmail.it.

8 RETURN OF GOODS

The return of goods to Impianti S.p.A. must be requested by certifies e-mail (PEC), stating the reasons for the request, citing the references of the invoices and/or the DDT and must be expressly authorized by Impianti S.p.A.. The return of the goods must be made prior authorization and assignment via e-mail of the “return number” and within 10 working days from the date of approval of the return request. Returned merchandise may be subject to reduction (see amounts in the request form) if the product:

• Is declared open;
• Is declared in the request form as “unopened” when in fact it is;
• In cases where it reaches Impianti S.p.A. more than 10 working days after the return authorization is issued.

The goods to be returned, must be in perfect condition, in the original packaging and shipped carriage paid to our warehouse, quoting, on the document, the assigned return number.

9 COMPLAINTS

Any shipping errors or material shortages must be reported, in written form and/or online, in accordance with the procedures and terms indicated in Section 8.

10 WARRANTIES

The purchase of material from Impianti S.p.A., implies full acceptance of the warranty conditions provided by the manufacturer, which are independent of the will of Impianti S.p.A. itself. The customer, therefore, is aware that the merchandise purchased will be guaranteed by the manufacturer and under the conditions provided by the same, and therefore accepts, without reservation, all the terms and conditions of the manufacturer’s warranty, including, purely by way of example, the party handling the warranty, even if different from Impianti S.p.A.

11 EXPORT RESTRICTIONS

Customer agrees to comply with all export laws and regulations, restrictions, economic sanctions, and
embargoes established by the European Union, the United Nations, the United States of America, the United Kingdom, Switzerland, and any other jurisdiction having jurisdiction with respect to the Products, including the control regime for defense materials and dual-use products, and any other laws and/or regulations prohibiting or restricting the export, re-export, or transfer of products, technology, data, or services, directly or indirectly to, or for, certain countries, uses, or end-users.

Customer represents and warrants that, prior to any purchase of products, it will be required to read the existing restrictions and requirements for their marketing and use, and acknowledges that by proceeding with the purchase it agrees to fulfill its obligations under the same.

The customer represents and warrants that he/she will purchase the products exclusively for those activities, those users and those territories in relation to which the resale of the products does not
require Impianti Spa to obtain any license, permit or authorization, in accordance with the laws and regulations applicable to the marketing of the products.

The customer agrees to:

• Maintain adequate records of its activities and contractual relationships with its customers;
• Provide, upon simple request by Impianti S.p.A., documents, reports and files generated by any system tools;
• Give Impianti S.p.A. or its designees access, whenever reasonably requested by the latter, to its facilities and document files for the purpose of verifying compliance by the customer (and its customers) with its obligations under this article, including where this is done at the direction of manufacturers or authorities, domestic or foreign;
• Ensuring that its customers are bound by written conditions committing them to obligations equivalent to those undertaken by the customer under this article.

The fulfillment of the above obligations by the customer is essential for Impianti S.p.A.; if the customer fails to comply with its obligations under this article, the customer shall indemnify Impianti S.p.A. for all damages, costs, charges and expenses that may accrue to it as a result of the customer’s breach of these obligations and acknowledges that Impianti S.p.A. shall have the right to suspend and/or terminate any agreement entered into with the customer without penalty or obligation to indemnify the
customer.

12 NORMATIVE

12.1 Each Party declares that it is aware of the provisions set forth in Legislative Decree 231/2001 (the
Decree) and that it undertakes to base its conduct, aimed at implementing the contract, on principles of transparency and fairness.

Each Party declares that it has adopted and effectively implemented company procedures and rules of conduct suitable for preventing the commission of the offenses set forth in Legislative Decree 231/2001
and undertakes to maintain all of them effectively implemented for the entire duration of the contractual
relationship.

The customer acknowledges that Impianti S.p.A. has adopted a Code of Ethics and an Organizational Model in accordance with the principles set forth in Legislative Decree 231/2001.

The customer undertakes to comply with the principles and rules of conduct contained and referred to in the Code of Ethics, to the extent applicable to it. Failure to comply, even in part, with this obligation constitutes a serious breach of the obligations set forth in these general conditions that legitimizes the suspension of the execution of individual orders or in the most serious cases the termination of the same with immediate effect, pursuant to and for the purposes of Article 1456 of the Civil Code, without prejudice to compensation for any damages caused such as, by way of example only, those resulting from the application to Impianti S.p.A. of the sanctions provided for in the aforementioned Legislative
Decree 231/2001.

The list of offenses referred to in Legislative Decree 231/2001 is exhaustive but may be expanded in the future and this clause shall be deemed automatically extended to all offenses covered by the Decree
introduced even after the date of signing of the contract.

12.2 Where the customer communicates personal data of third parties to Impianti S.p.A. in order to execute the Order (e.g. in the case of use of the ‘dropshipment’ service, which consists in the direct shipment of goods from the warehouses of Impianti S.p.A. to third parties, or in the case of the sale of a software license that requires the communication of the End User’s personal data to the supplier for activation), in compliance with current legislation on the protection of personal data, Impianti S.p.A., in its capacity as Data Processor, undertakes to process such personal data only for the purposes of the execution of the Order for the entire duration of the business relationship between the customer and Impianti S.p.A. and in any case in accordance with the storage periods provided for by law and any contractual obligations between Impianti S.p.A. and the supplier of goods and services.
Impianti S.p.A., therefore, guarantees to:

• Comply with all that is necessary for compliance with the relevant provisions in force and scrupulously observe what is provided therein, including the regular keeping of the register of processing activities carried out on behalf of the customer;
• Assist and cooperate with the customer in the customer’s compliance with the legislative obligations incumbent on the customer in relation to personal data processed by Impianti Spa on behalf of the customer, including technical and organizational measures to ensure the exercise of the rights of the data subjects;
• Adopt and maintain security measures to ensure availability, confidentiality and integrity of the data in question;
• Cease any use and delete personal data processed on behalf of the customer upon termination of the contract, subject to legal requirements and contractual demands of the suppliers of the
  goods and services;
• Immediately provide, in the event that a data subject approaches Impianti Spa to exercise a right
  or claim a violation, to notify the customer and not respond to the data subject, unless otherwise instructed by the customer;
• To notify the customer without undue delay of any occurrence or alleged breach of personal data for the purpose of data breach registration/notification/reporting;
• Make available to the client all information to demonstrate compliance with current regulations in the face of a request from the competent Authority.

All services provided by Impianti S.p.A. are delivered through the use of infrastructures entirely managed by the Impianti S.p.A. organization, at the Impianti S.p.A. offices and servers (in Italy). 17-Disputes For any disputes that may arise, the Court of Monza shall have exclusive jurisdiction.

13 AMENDMENTS TO THESE GENERAL CONDITIONS

The general conditions contained in this document may be modified, without prior notice and will be valid from the date of publication on the website www.impianti.eu. Pursuant to and for the purposes of Article 1341 of the Italian Civil Code, the Customer declares that he/she has carefully read the above general conditions of sale in all their points and, after careful rereading, has expressly accepted all their clauses, including, specifically, the following vexatious clauses:

• Art. 2 (“Responsability”);
• Art. 3 (“Orders”);
• Art. 4 (“Transportation, Risk and Transfer of Ownership”);
• Art. 5 (“Payments”);
• Art. 6 (“Obligations of traceability of financial flows – Art. 3 L. 136/2010”);
• Art. 7 (“Cancellation of orders”);
• Art. 8 (“Return of Goods”);
• Art. 9 (“Complaints”);
• Art. 10 (“Warranties”);
• Art. 11 (“Export Restrictions”),
• Art. 12 (“Normative”);
• Art. 13 (“Amendments to these general conditions”).

These conditions are valid as of June 2022.