GENERAL TERMS AND CONDITIONS OF SALE

1. General Provisions.

(a) The terms and conditions set out below (the “General Terms and Conditions of Sale”) shall form part of the agreements executed between PolyWorld Systems S.R.L. and the Buyer for the supply of PolyWorld Systems S.R.L.’s products (the “Products”).

(b) The General Terms and Conditions of Sale shall apply to all agreements executed between PolyWorld Systems S.R.L. and the Buyer without any need for an express reference thereto or agreement thereon at the conclusion of each transaction. Any dissenting terms and conditions shall only apply if confirmed in writing by PolyWorld Systems S.R.L. Any general conditions of the Buyer are expressly rejected.

(c) PolyWorld Systems S.R.L. reserves the right to amend, integrate or vary the General Terms and Conditions of Sale at any moment by publishing them on the website www.polyworldsys.com/tc. In the event of a discrepancy among the language versions of the General Terms and Conditions of Sale, the Italian language version shall prevail.

2. Execution of the agreement and validity of the Terms and General Conditions of Sale.

(a) PolyWorld Systems S.R.L.’s offers shall not be binding, particularly with regard to quantities, prices, and delivery deadlines.

(b) The sales agreement is concluded with the final order confirmation. Orders placed by the Buyer shall not be regarded as accepted before these have been confirmed in writing by PolyWorld Systems S.R.L. If PolyWorld Systems S.R.L. should fail to confirm an agreement in writing that it has entered into verbally, PolyWorld Systems S.R.L.’s invoice or the execution of the order by PolyWorld Systems S.R.L. shall be regarded as confirmation.

(c) Orders and/or amendments of orders placed verbally or by telephone must be confirmed in writing by the Buyer. Otherwise, PolyWorld Systems S.R.L. does not accept any responsibility for errors or consequent misunderstandings.

(d) By executing the agreement, the Buyer accepts the General Terms and Conditions of Sale without reservation.

3. Prices and Terms of Payment.

(a) The Prices of the Products shall exclude any statutory VAT, which shall be payable at the date of delivery or pursuant to specific provisions included in the invoice.

(b) Unless otherwise stated in writing, the price is intended ex-works (that is, with ex-works delivery). When the price of the transport agreed with the Buyer includes transport, PolyWorld Systems S.R.L. will reserve the right to vary the price in the case of a considerable increase in the price of transport.

(c) Packaging, additional services, taxes, duties, shipping, insurance, installation, end-user training, and after-sales service are not included in the prices unless quoted separately.

(d) The prices specified in the order confirmation shall be binding. PolyWorld Systems S.R.L. reserves the right to increase the prices, subject to written notice to the Buyer, in the event of an increase in the prices of raw materials of at least 2 (two) % and/or in the event of exchange rate fluctuation equal to or greater than 3 (three) % for prices not expressed in Euros.

(e) The terms of payment specified in the order confirmation shall apply. Failing that, invoices shall be paid within 30 (thirty) days of their issue date.

(f) In addition to other remedies permitted under the applicable law and these General Terms and Conditions of Sale, if the Buyer does not comply with the agreed terms of payment, PolyWorld Systems S.R.L. will apply the default interests on delayed payments, equivalent to the discount rate of the reference currency increased by 2%, starting from the due date — without the need for a formal notice of default.

(g) If the Buyer’s business shall be operated beyond the ordinary course of business, which shall include, without limitation, when seizure or protest has been made, payments shall be delayed or insolvency proceedings shall have been petitioned or opened, PolyWorld Systems S.R.L. shall have the right to suspend or cancel, at their sole discretion, further deliveries and to declare all their claims arising from the business relationship as immediately payable. Moreover, PolyWorld Systems S.R.L. may in such event request for anticipation on the payments or a warranty deposit.

(h) The Buyer shall have no right to make any compensation, retention, or reduction unless the counterclaims have been conclusively determined by the court.

4. Terms of Delivery.

(a) Unless otherwise expressly agreed in writing, any indicated time of delivery mentioned in the order confirmation, shall be nonbinding for PolyWorld Systems S.R.L. The Buyer is not allowed to refuse the delivery of the goods in the 45 days following the set date.

(b) The term of delivery is intended ex-works unless otherwise agreed in writing between the parties, also when they agree that the shipping or a part of it will be managed by PolyWorld Systems S.R.L. Unless otherwise agreed in writing, delivery shall take place when the product is made available for the first carrier.

(c) The term of delivery shall be extended if impediments that PolyWorld Systems S.R.L. cannot reasonably avoid arise, regardless of whether they occur at PolyWorld Systems S.R.L.’s or their suppliers’ premises, in particular in the event of delay and/or interruption in the supply of raw materials toPolyWorld Systems S.R.L. Moreover, the term of delivery confirmed by PolyWorld Systems S.R.L. may be postponed by PolyWorld Systems S.R.L. as long as the payment conditions are not fulfilled by the Buyer, relatively to either the pending order or previous supplies.

(d) PolyWorld Systems S.R.L. reserves the right to reasonably deliver in instalments.

(e) Any potential delays in delivery shall not give the right to demand any compensations, reimbursements or cancellations of the order.

(f) Without prejudice to what is stated at point (a), the delivery term indicated by PolyWorld Systems S.R.L. may be postponed at the written request of the Buyer up to a maximum of 20 days, after which time the goods shall be stored at a warehouse at the expense of the Buyer.

5. Duty of Inspection and Acceptance of Products.

(a) PolyWorld Systems S.R.L. has the right to make technical changes to the ordered product if they deem it necessary, at their sole discretion. PolyWorld Systems S.R.L. shall inform the Buyer of any substantial changes.

(b) Upon taking possession of the Products, the Buyer shall immediately:

• check any transport and packaging damage to the Products and immediately record any objections in the delivery note;
• conduct a quantity and conformity check on the Products compared to the data indicated in the order confirmation and immediately record any objections in the delivery note. The Buyer shall inform PolyWorld Systems S.R.L.by writing within 2 (two) working days and agrees to make available for inspection the objected Products; such inspection shall be done by PolyWorld Systems S.R.L. or by an expert designated by PolyWorld Systems S.R.L.

(c) PolyWorld Systems S.R.L.is not obliged to accept the Products returns unless otherwise agreed in writing. Any costs arising thereof shall be at the expense of the Buyer.

(d) In case of a notice of defect, the Buyer shall comply with the following procedures and deadlines:

• the notification shall be made by no later than [2 (two) working days] from the taking possession of the Products by the Buyer, and in any case before the product is installed, modified, or transformed, and the product itself shall be made available for inspection or collection by PolyWorld Systems S.R.L. After this deadline, the product shall be considered accepted.
• in the event of an objection to a defect which, despite a first inspection, has remained undiscovered, the objection must be raised within the early of the expiry of the working day on which the defect has been discovered but, in any event, by no later than [1 (one) month] after taking possession of the Products;
• the detailed notice above mentioned shall be delivered in written form to PolyWorld Systems S.R.L. within the deadlines. Any notice by telephone conversation shall not be accepted;
• the notice must clearly specify the kind and amount of the alleged defect;
• the Buyer agrees to make available for inspection the objected Products; such inspection shall be done by PolyWorld Systems S.R.L. or by an expert designated by PolyWorld Systems S.R.L.

(e) No objection with regard to the quantity, quality, type, and packaging of the Products or with regard to transport damages shall be possible unless a note has been placed on the delivery note, in accordance with the above-mentioned procedure.

(f) Any Product to which objection shall not have been raised in accordance with the procedures and deadlines set out above shall be regarded as approved and accepted by the Buyer.

6. Terms of Warranty.

(a) PolyWorld Systems S.R.L. hereby represents and warrants that the Products shall be free from defects and shall comply with the technical specifications forwarded by PolyWorld Systems S.R.L.

(b) It is up to the Buyer to determine from time to time, under their sole responsibility, and by the means he deems appropriate, whether the product supplied by PolyWorld Systems S.R.L.is suitable for the purposes for which it is intended. Any technical assistance provided by PolyWorld Systems S.R.L., whether in oral or written form, shall not involve any responsibility of PolyWorld Systems S.R.L. In any case, PolyWorld Systems S.R.L. shall not be liable for the unsuitability of the product supplied at the Buyer’s choice, including in the event that the product causes damage to installations, buildings or material belonging to third parties.

(c) During the warranty period, PolyWorld Systems S.R.L. shall undertake, upon written request and at their own discretion, to either (i) eliminate the defects as soon as possible, (ii) replace the defective product, or (iii) indemnify the Buyer from the damage suffered, provided that the compensation shall not exceed the purchase price of the individual defective product. Any further claim arising from defects is excluded; in particular, further costs such as transport, assembly, and re-installation costs or of any other nature are expressly excluded, as well as the right of the Buyer to request termination of the agreement and/or to claim compensation for direct and/or indirect damages.

(d) Any warranty for damage due to normal wear and tear, attrition, insufficient maintenance, non-compliance with shipping, storage and assembly regulations, faulty assembly, incorrect handling or due to transport for reasons beyond the control of PolyWorld Systems S.R.L.is excluded.

(e) The warranty shall be valid only on the products used in a suitable environment and for suitable applications in appliance with technical specifications forwarded by PolyWorld Systems S.R.L.; any improper use of the products is forbidden and will not be guaranteed.

(f) The guarantee shall not be valid if the defect or non-conformity will prove to be depending on not correct on not suitable applications of the product, or if the product has been incorrectly placed in operation. Any change or replacement of product parts, which has not been authorised by PolyWorld Systems S.R.L., releases the manufacturer from any civil and penal liabilities, making the warranty invalid. The warranty does not cover the normal product parts subject to wear and tear.

(g) For further Terms of Warranty, please refer to the document “Limited 10-year Warranty”.

(h) The Buyer has the right to claim their warranty against PolyWorld Systems S.R.L. only if it has duly fulfilled all of their contractual obligations and has immediately taken all measures to reduce the damage.

7. Limitation of Liability.

(a) Unless in case of a justified objection, which shall have been raised in accordance with the procedure and deadlines set forth in paragraph 5 above, the Buyer shall not be entitled to any further rights or remedies. In particular, PolyWorld Systems S.R.L. shall not be responsible for any compensation based on breach of contract or default, for any direct damage or loss of profit due to the use, the inability to use, or the incorporation of the Products.

(b) PolyWorld Systems S.R.L. shall do their best endeavor to deliver the Products within the time agreed (if any) but shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the execution of the agreement or delivery of the Products.

(c) Catalogues, price lists or other promotional material of PolyWorld Systems S.R.L. are only an indication of the type of Products and prices, and no information contained therein shall be binding for PolyWorld Systems S.R.L. who does not accept any responsibility for errors or omissions contained in its price lists or promotional materials.

8. Transfer of Risk.

(a) The risks shall be transferred to the Buyer no later than upon delivery of the product to the first carrier unless otherwise agreed in writing. If delivery has been delayed for reasons beyond the control of PolyWorld Systems S.R.L., the risks shall be transferred to the Buyer at the time originally intended. From that time onwards, the product may be stored and insured at the Buyer’s expense and risk, and the Buyer shall bear the actual costs of storage, loading and unloading unless otherwise agreed in writing. In case of nonpayment of such costs, PolyWorld Systems S.R.L. shall become the owner of the Product and shall be free to dispose of it.

(b) If the Buyer requests a type of transport other than the one proposed by PolyWorld Systems S.R.L., the risks shall be transferred to the Buyer no later than when the product is made available to the carrier.

9. Retention of Title.

(a) The Product supplied shall remain in the property of PolyWorld Systems S.R.L. until the date of the full payment by the Buyer of the entire price of the Products and all amounts due to PolyWorld Systems S.R.L. Until that time, the Buyer shall hold the Products as PolyWorld Systems S.R.L.’s fiduciary agent and shall keep the Products safely stored, protected, and adequately insured, in particular against theft, fire, and water.

(b) If in the country of the Buyer’s domicile, for the validity of the retention of title for the benefit of PolyWorld Systems S.R.L.it is necessary to fulfil some administrative or legal formalities as, without limitation, the file the Products with the public registers or to affix particular seals on them, the Buyer shall undertake, at their own expense, to carry out all necessary actions to protect PolyWorld Systems S.R.L.’s property right, e.g., by not pledging the Products. The Buyer shall immediately notify PolyWorld Systems S.R.L.in the event of foreclosure, seizure, or similar measures by authorities or third parties and shall be responsible for any damage resulting from the failure to a timely notice.

10. PolyWorld Systems’ Intellectual Property.

(a) The Buyer expressly acknowledges that trademarks, commercial names, or other distinctive marks on the goods are in the exclusive property of PolyWorld SYSTEMS S.R.L. and may not be altered, changed, removed, or cancelled in any manner. The Buyer has the limited right to use trademarks, commercial names, or other distinctive marks, as well as other industrial exclusive right or Know-how (productive or commercial) associated with the goods – which nonetheless remain in the exclusive property of PolyWorld SYSTEMS S.R.L.- to the limited purpose of the resale of the goods to the final customer. Any other use of the Intellectual Property of PolyWorld SYSTEMS S.R.L.by the Buyer, if not expressly granted by PolyWorld Systems S.R.L.in writing, will be considered an infringement of the exclusive rights of PolyWorld SYSTEMS S.R.L. and a breach of contract, and will be therefore prosecuted.

(b) The documents, drawings, data, and information (both in written papers and on electronic support) which should be delivered to the Buyer, remain the exclusive property of PolyWorld SYSTEMS S.R.L. and constitute a support for a better representation of the Product and are significant of the overall performance of the Product itself.

(c) The Buyer undertakes not to reproduce them, neither to disclose them to third parties and to take proper precautions towards their staff in order to grant the above protection.

11. Data Protection Law.

(a) The Buyer’s personal data shall be processed in accordance with the Italian data protection law (Legislative Decree 196/2003), as well as in accordance with the GDPR – General Data Protection Regulation (EU Regulation 2016/679). PolyWorld Systems S.R.L. informs the Buyer that PolyWorld Systems S.R.L.is the data controller and that the Buyer’s personal data shall be collected and processed for the only purpose of the execution of the sales contracts. By executing the sales contracts, the Buyer authorises the processing of their personal data, pursuant to the aforementioned Legislative Decree 196/2003 and the European Regulation “EU 2016/679”.

12. Applicable Law.

(a) These General Terms and Conditions of Sale and all the agreements executed between PolyWorld Systems S.R.L. and the Buyer and any other related agreement shall be governed by Italian laws.

13. Jurisdiction.

(a) Any dispute arising between the parties in connection with the interpretation, validity or performance of these General Terms and Conditions of Sale and all the relevant agreements, shall be of the exclusive jurisdiction of the Court of Varese.

14. Final Provisions.

(a) The total or partial invalidity of any provision of these General Terms and Conditions of Sale shall not affect the validity of the other provisions.

(b) These General Terms and Conditions of Sale have been drafted in both Italian and English languages. In case of problems of interpretation, the Italian version shall prevail.