TERMS AND CONDITIONS OF SALE

1. SUBJECT – These general contract conditions govern the contractual relationship between SCACCABAROZZI ANTONIO S.R.L. Unipersonale (VAT No. 03833800133 – Tax Code 03833800133), with registered office, offices, and production in Calco (LC) via Indipendenza no. 35, hereinafter referred to as the Supplier, and the contracting party purchasing goods and/or requesting services, hereinafter referred to as the Customer, regarding the supply of goods and/or services, as specified in individual orders. If the Customer qualifies as a “consumer,” clauses 3 (limited to the irrevocability of the order), 9-12 (limited to interests), and 13-15 shall not apply, and the provisions established by the Consumer Code shall prevail. Unless otherwise specified, goods are characterized by: i) dimensional tolerance in line with UNI EN 22768-cl; ii) supplies to private individuals intended for non-professional use, excluding uses other than those normally intended for the individual goods, with SCACCABAROZZI ANTONIO S.R.L. Unipersonale available for any clarifications on the actual intended use.

2. ACCEPTANCE – AMENDMENTS – SURVIVAL CLAUSE – By signing this document, the Customer expressly accepts these general contract conditions, waiving any of their own general conditions. In case the Customer has signed these conditions in multiple languages, the Italian version shall prevail in disputes. Any modifications or additions to these general conditions must be in writing, signed by both parties, expressly overriding these conditions partially or entirely. Any general conditions of the Customer signed by SCACCABAROZZI ANTONIO S.R.L. Unipersonale at any later time shall have no effect unless expressly agreed upon by both parties.

3. IRREVOCABILITY AND APPROVAL OF ORDERS – Orders shall be considered indivisible as indicated and, unless otherwise agreed in writing, cannot be canceled or amended. The Customer must keep each order irrevocable for 10 calendar days from receipt by the Supplier, during which the order is considered an irrevocable offer pursuant to article 1329 of the Italian Civil Code. Orders are subject to Supplier approval, which will confirm acceptance by order confirmation or by conduct implying contract execution. The Customer must verify product details specified in the order confirmation within 2 days, otherwise no claims can be made regarding inaccuracies.

4. CONTRACTS THROUGH AGENTS – If the contractual relationship involves an agent, the Customer acknowledges that the agent acts on behalf of the Supplier without representation or collection powers.

5. UNILATERAL WITHDRAWAL – The Supplier may unilaterally withdraw from the contract pursuant to article 1373 of the Civil Code until the day before the first delivery without charge. The Supplier may also suspend contract execution if solvency guarantees diminish.

6. DELIVERY OF GOODS – TRANSPORT COSTS – OTHER OBLIGATIONS – Delivery is at the Supplier’s warehouse. Goods are considered delivered upon pick-up by Customer or carrier, or 7 days after notification of readiness if not collected. Transport risk and costs are borne by the Customer unless otherwise agreed. Delivery dates are indicative unless expressly agreed. Delays due to strikes, force majeure, or other uncontrollable events do not entitle claims. The Customer must collect goods promptly, bearing costs of delayed collection. Failure to collect within 45 days allows the Supplier to terminate the contract.

7. RESPECT OF INTELLECTUAL PROPERTY LAWS – The Customer guarantees that any trademarks, logos, or images provided comply with applicable IP laws and indemnifies the Supplier against any related claims.

8. TOLERANCE ON DELIVERED QUANTITIES – The Customer agrees to accept a tolerance of +/- 5% in delivered quantities. Deliveries within this range fulfill the order; lower deliveries require acceptance as partial payment.

9. LIABILITY AND WARRANTY – The Supplier’s liability for defects is limited to the invoice value of the supplied goods except in cases of fraud. Any modifications by the Customer or third parties exclude claims. Defects must be reported within 5 days of delivery or discovery. The Supplier may verify defects and is not liable beyond 6 months from delivery or for improper storage.

10. PRICE – Prices are those specified in the order confirmation including unit/weight price and packaging costs. Invoiced totals may vary according to quantity tolerances.

11. PAYMENTS – Payments must be made at the location indicated in the order or invoice or the Supplier’s registered office. Bills of exchange or other payment forms do not novate the contract. The Supplier may assign contracts and receivables.

12. LATE PAYMENT – Late payments incur interest and charges as per Legislative Decree 231/2002. 231/2002. Discounts may be revoked.

13. TERMINATION AND PENALTY CLAUSE – If the contract is terminated due to the Customer’s fault, a penalty of 50% of the supply price is due unless greater damages are proven.

14. PAYMENT BEFORE CLAIMS (SOLVE ET REPETE) – The Customer may only dispute invoices after full payment and must notify the Supplier in writing, allowing 30 days to remedy breaches.

15. APPLICABLE LAW AND JURISDICTION – Italian law applies exclusively. The exclusive jurisdiction is the Court of Lecco. Mediation procedures must be conducted within 20 km of the Supplier’s office.

16. CONSUMER PROTECTION PROVISIONS – Consumers have the right to revoke orders before shipment, withdraw within 60 days of delivery, a 2-year warranty, and may sue in their place of residence.