Sales Conditions

INTRODUCTION

The following general sales conditions regulate relations between Friulair S.r.l. (or Vendor – VAT no. and Tax code 00430110312) and its Customers (or Buyer) and shall be applied when the Buyer signs or sends an order to the Vendor. The Vendor accepts these conditions by sending the Buyer an order confirmation, or by returning the signed order for acceptance; by delivering or making the product or service available; by starting the production of the product or providing the service. These general sales conditions are an integral part of any supply contract, written order and order confirmation for Friulair S.r.l. products or services. S.r.l. Friulair S.r.l. can modify these Sales General Conditions or any existing conditions.

VALIDITY

VALIDITY This document shall remain effective until Friulair S.r.l. sends further notice or issues a new version. This version replaces all previous editions. This edition replaces all the previous editions of this document.

PRIVACY POLICY

Privacy Policy (Legislative Decree 196/2003). Personal data is collected and processed in electronic and paper formats exclusively for administration/accounting purposes and contract execution. Data transfer is compulsory and essential for provision of services. The data will not be disseminated and may be transferred to third parties only under the law or contract terms. The Data Controller and Processor is FRIULAIR S.r.l. with its registered office in Cervignano del Friuli (UD) VAT no. 00430110312. You may apply to FRIULAIR S.r.l. to exercise of your rights under EU Regulation 2016/679 and the Italian Civil Code on Personal Data (Legislative Decree 196/2003) updated to Legislative Decree 101/2018. The complete policy text is available at www.friulair.com and can be downloaded in an electronic file format.

PRICES

The sales prices of the products or services indicated in this price list do not include VAT (IVA in Italy). Under law, these are unit prices expressed in € (Euro).

QUOTES

Prices included in quotes prepared by our Sales Office, are based upon the price list. The prices in the written quotes, sent in electronic or paper format, are valid up to the date stated in the quote. The Vendor reserves the right to review the quoted prices, based on consistent price variation due to supply problems or fluctuations of raw materials or official exchange rates. The Vendor shall inform the Buyer, who may cancel the order within one calendar week from the date when the notice was sent. Product availability is “subject to goods being unsold” and without prejudice to unforeseen circumstances, unless specified in the quote.

ORDERS

Orders can be sent to the Vendor in electronic or paper format. Verbal orders are accepted. In the above cases, our Sales Office will draw up an internal order with an order number. The internal order describes the products, quantities, prices, services sales conditions and anything else necessary to identify each order item and avoid any possible misinterpretation. Orders are binding for Friulair S.r.l. only if accepted in writing according to the methods indicated below (see order confirmation).The order can include other supply conditions depending on the product type. These conditions accompany and complete these general sales conditions and are an integral part of the order made by the Buyer.

ORDER CONFIRMATION

The Vendor shall send order confirmation, or return the order signed for acceptance only if requested by the Buyer.

ORDER CANCELLATION

The Buyer can withdraw from an order by informing the Vendor via fax, certified e-mail or through registered letter with return receipt no later than 1 (one) calendar week from when the order was received or 2 (two) business days from the receipt of the order confirmation (if any). Otherwise, the Buyer must pay the entire amount for the items ordered, purchased or produced by Friulair S.r.l.

PAYMENT

Payment terms and methods are mutually agreed upon between Vendor and Buyer. Payment must be made according to the agreed terms. Regular customers shall pay according to the terms and methods used. New Customers shall pay in advance, unless differently agreed. Advance payment is automatically applied to all customers placing orders for less than € 300 excluding VAT. Interest laid down by the Legislative Decree 192/12 shall be applied to late payments.

SUPPLY CONDITIONS

Delivery term: Goods are delivered ex-works from Cervignano del Friuli (UD) Italy, unless otherwise specified in writing.

Packing: Our standard packaging is included in the sales price. For more details or special packaging requests please contact our Sales Offices. The packaging of spare parts and accessories may be subject to a surcharge to ensure their protection. Friulair S.r.l. reserves the right to apply a surcharge for the extra packaging costs to group several products or ensure product integrity during transport.

Transport: The type of transportation (land, sea or air) must be specified in the order. Transportation costs are always charged to the customer. Under prior written agreement between the parties, the Vendor shall handle transportation for the Buyer, without shouldering any responsibility and after such expenses have been agreed upon. Additional transportation costs shall be directly invoiced. Goods travel at the Buyer’s risk even if delivered Duty Paid. Friulair S.r.l. cannot be held liable for product delayed delivery on behalf of carriers, nor can it be held liable for direct or indirect damages due to late delivery. Delivery: Delivery terms shall be given to the Buyer when the order is accepted, based on the Vendor’s warehouse availability or our business unit production plan. These terms are not binding for Friulair S.r.l., which can confirm or change them, according to its needs. Any delays in deliveries of less than 30 (thirty) calendar days do not entitle the Buyer to refuse the product or demand compensation for damages or indemnities. Special delivery conditions and terms must be agreed beforehand between the customer and Friulair S.r.l. and accepted in writing. Force majeure: The Vendor shall not be held liable for any default or delay, if it is due to extraordinary and unforeseeable events, or events beyond its control. Without prejudice to what above, the following shall constitute, but is not limited to, force majeure: a) extraordinary, unforeseeable and unavoidable events due to natural causes, explosions, floods, storms, accidents; b) wars, sabotage, insurrections; embargoes; c) epidemics; d) laws, decrees-laws, legislative regulations, limitations, restrictive measures or other measures adopted by national or local authority; e) strikes or other industrial disputes. Enclosed documents: Friulair S.r.l. products are delivered with the “User and maintenance manual” and Conformity Declaration, as foreseen by the Machine Directive 2006/42/CE. This documentation, drawings or further instructions provided by the Vendor to the Buyer, are Friulair S.r.l. exclusive property and the Buyer cannot copy, reproduce or transfer them to third parties without its written authorisation.

Delivery: Delivery terms shall be given to the Buyer when the order is accepted, based on the Vendor’s warehouse availability or our business unit production plan. These terms are not binding for Friulair S.r.l., which can confirm or change them, according to its needs. Any delays in deliveries of less than 30 (thirty) calendar days do not entitle the Buyer to refuse the product or demand compensation for damages or indemnities. Special delivery conditions and terms must be agreed beforehand between the customer and Friulair S.r.l. and accepted in writing.

Force majeure: The Vendor shall not be held liable for any default or delay, if it is due to extraordinary and unforeseeable events, or events beyond its control. Without prejudice to what above, the following shall constitute, but is not limited to, force majeure: a) extraordinary, unforeseeable and unavoidable events due to natural causes, explosions, floods, storms, accidents; b) wars, sabotage, insurrections; embargoes; c) epidemics; d) laws, decrees-laws, legislative regulations, limitations, restrictive measures or other measures adopted by national or local authority; e) strikes or other industrial disputes.

Enclosed documents: Friulair S.r.l. products are delivered with the “User and maintenance manual” and Conformity Declaration, as foreseen by the Machine Directive 2006/42/CE. This documentation, drawings or further instructions provided by the Vendor to the Buyer, are Friulair S.r.l. exclusive property and the Buyer cannot copy, reproduce or transfer them to third parties without its written authorisation.

WARRANTY

The warranty is valid for 12 months from the machine being powered-up and no longer than 14 months from the delivery date. Any part which is recognized as being faulty at source shall be repaired or supplied free of charge. This does not include transport costs, travel, room, labour and board for technicians. The warranty does not include any responsibility for direct or indirect damages to people, animals or property, caused by incorrect use or maintenance. It is limited only to manufacturing defects. Repair under warranty is subject to compliance with the installation, use and maintenance instructions contained in the “User and maintenance manual.” The warranty is considered void if the product is modified or tampered with in any way. When making a warranty request, please supply the information available in the product identification label.

GOODS NON-CONFORMITY

Any complaint regarding defects, i.e. product quality, must be made in writing (in electronic or paper format), no later than 10 (ten) calendar days from the receipt of the goods or the invoice, under penalty of forfeiture. If Friulair S.r.l. is responsible for this non-conformity, our Quality Office will open a non- conformity procedure to restore product functionality or replace the product as quickly as possible. Vendor liability for losses or damages suffered by the customer due to defects, quality shortcomings or any other total or partial non-conformity, shall not exceed the reimbursement of the purchasing price.

CONTRACT TERMINATION

If the parties do not even partially comply with these general sales conditions, or if the business name, incorporation or commercial capacity of the Buyer changes, as in the case of proven Buyer difficulty to pay third parties, Friulair S.r.l. reserves the right to interrupt the production or further supplies

GOVERNING LAW

The sales conditions between Vendor and Buyer (including foreign buyers) are governed by Italian law.

DISPUTES AND COURT JURISDICTION

Any dispute arising between the parties shall be referred to the exclusive jurisdiction of the Udine Court, without prejudice to Friulair S.r.l. deciding on another jurisdiction.