GENERAL CONDITIONS OF SALE

1. AMBITION 

1.1The sale of the products (hereinafter “Products”) of Energy S.r.l., based in Montebello Vicentino (VI), Via del Progresso n.35 (hereinafter “The Seller”) è governed exclusively by these “General Terms and Conditions of Sale”, also available and freely printable or downloadable in a durable form at the Seller's website (insert link) and by those special conditions from time to time agreed upon with the “Buyer”.#39;Buyer and set forth in the “Offers” or “Order Confirmations” of the Vendor such as, without limitation, the price, terms and conditions of delivery and payment. In the event of any conflict between these Terms and Conditions and the terms and conditions contained in Seller's Bids or Seller's Order Confirmations signed by Buyer, the latter shall prevail. 

1.2 Buyer’s signing of Seller’s Offer or Order Confirmation, implies full and unconditional acceptance also of all these attached General Terms and Conditions of Sale, which, unless expressly waived, shall always be deemed recalled and binding. 

2. ORDERS AND CONCLUSION OF SALES CONTRACTS 

2.1 Each order for Products by Buyer shall be in writing. Seller always reserves the right to accept or reject this order. 

2.2 Each order shall specify exactly the types, models, quantities, technical characteristics and any customizations of the Products ordered, as well as any other elements required by the order proposal forms prepared by Seller or its agent, if any. The Buyer assumes all responsibility for the inaccurate or incomplete indication of the above data in the orders placed by him. 

2.3 On receipt of Buyer's order, Seller, which shall not be bound by such order, reserves the right to send Buyer in writing an Order Confirmation containing also these General Terms and Conditions of Sale. In any case, the Seller reserves the right to change the particular conditions of the Buyer's order. Any special conditions agreed verbally or by telephone between the parties shall not be valid if these are not mentioned in writing in the Order Confirmation. 

2.4 The contract of sale of the Products shall become effective when the Seller receives the Order Confirmation or the Offer signed for acceptance by the Purchaser. In any event, Seller's Order Confirmation shall be deemed accepted by Buyer, together with these General Terms and Conditions of Sale, if within 7 (seven) calendar days of its transmission Seller has not received a formal written acceptance or written complaints are not received from Buyer.; or, unless otherwise specified, at the time of Delivery. 

2.5 Once the contract of sale has been concluded, the Buyer may not change its object or withdraw from the contract. However, upon Buyer's written request received in any case prior to the shipment of the Products, the Seller, at its own discretion, may agree to terminate the contract in whole or in part, it being understood that the Buyer will be&&39;unable to withdraw from the contract.#39;Buyer shall be liable to pay a penalty equal to 20% of the price of the sale that should be terminated, which shall be retained by Seller as compensation for damages, without prejudice to the greater amount that will beà communicated by Seller in consideration of the costs incurred with respect to any work performed or component purchased up to the time of receipt of the request for termination by Buyer (including any commitments to third parties, reasonable profits and overhead costs) upon submission of an invoice by Seller, it being understood that in any event Buyer shall pay to Seller what is due for the portion of the sale not terminated. E’ without prejudice to the right of the Seller to compensation for greater damages in the event of termination not by mutual agreement between the parties. 

3. DELIVERY 

3.1 Unless otherwise agreed to in writing between the parties, all sales of Seller's Products shall be deemed EXW cargo Montebello Vicentino (Incoterms ® 2020 ICC, Paris) at Seller's registered office or from its warehouses or branches, regardless of Buyer's choice of shipper. Transportation costs and insurance, if any, shall always be borne by Buyer, even if the Products will travel in Seller's vehicles, or entrusted to carriers or forwarders other than those designated by Buyer. The Products always travel at Buyer's risk. 

3.2 Delivery terms are always approximate and not binding on Seller. Deliveries will be made according to Seller's own production and delivery requirements. The Seller reserves the right to split the Products of a single contract into several deliveries, or to cumulate in a single delivery the Products specified in different contracts with the same Buyer. 

3.3 The order shall be deemed to have been fully processed by Seller when Seller sends Buyer the notice of availability of the Products for shipment. From that moment, the Seller shall no longer be responsible in any way for damage, loss, destruction or deterioration of the Products, even if they are in its material availability. 

3.4 The Seller shall not beà liable for non-delivery or delayed delivery of the Products attributable to force majeure, unforeseeable circumstances or reasons such as, but not limited to, strikes, riots, civil commotion, acts of war, workplace unrest, shortage of material raw materials, shortage of electricity, fire, earthquakes and natural disasters in general and any other cause independent of the willà of the Seller. In all cases of delayed delivery of the Products, the Buyer shall not be able to claim termination of the contract nor compensation for damages. 

3.5 The Seller reserves the right to suspend delivery of the Products sold in case of irregular payment of previous deliveries. 

3.6 The Products are packed in standard export packaging suitable for loading onto ordinary means of transportation and unloading with suitable and approved forklifts or cranes. The Seller shall not be liable for any damage caused to the Products during their unloading due to mishandling. 

3.7 Unless otherwise agreed in writing between the parties, the assembly and installation of the Products sold è always the responsibility of the Buyer. If the Buyer wishes the Products sold to be tested at the Seller's premises by the Seller's technicians, the Buyer shall notify the Seller in writing in the order. Seller shall notify Seller of the additional costs for such testing, which, unless otherwise agreed in writing between the Parties, shall be borne by Buyer. The Purchaser shall also specify the technical requirements for said testing and any information relating to the location, environment and climatic conditions of the place where the Products will be installed to enable the Seller to assess the suitability of the required testing and of the Products and to take all appropriate measures to test the Products ordered. Upon completion of the test, if required, Seller will send Buyer the positive results. The results shall be deemed positive and no claim shall be made by the Buyer if the required test results meet the technical data and requirements indicated by the Buyer. 

3.8 Following successful testing, the delivery of the Products will take place according to the terms specified in the Order Confirmation, it being understood that if the scheduled delivery is delayed due to the testing required by the Buyer.#39;Buyer, said scheduled delivery shall be postponed accordingly, and Buyer shall arrange to take delivery of the Products at the location specified in the Order Confirmation. Should the Purchaser request a final testing of the Products to be carried out at the place of their installation, the Purchaser shall bear the travel, board and lodging expenses of the Seller's technicians sent for the testing. With the positive outcome of the final testing, the Buyer shall sign the positive testing report, with full acceptance of the Products. 

3.9 The Buyer's delay in taking delivery of the Products, exceeding 15 (fifteen) working days from the Seller's notice of goods ready for delivery, shall automatically result in the Buyer being charged storage fees at the Seller's expense in the amount of 0.2% of the price of the Products sold for each calendar day of delay. It is understood in any case that from the day on which it is notified that the goods è ready for delivery the risk of loss or destruction of the Products shall pass to the Buyer. 

4. PRICES 

4.1 The prices set forth in Seller's price list from time to time in effect are exempt from any tax, duty, packing cost, freight or insurance. Prices may be varied or changed by the Seller, at its sole discretion and without notice, if there are changes in the taxation system or sudden and unexpected increases in the cost of labor or raw materials. 

5. PAYMENTS 

5.1 Uncomplete or untimely payment within the agreed terms will constitute a serious breach of the Buyer's obligations and the Seller shall have the option to terminate the contract pursuant to art. 1456 c.c. by a simple written declaration to avail itself of this clause by means of a registered letter with acknowledgement of receipt to be sent to the Purchaser, without the need for its prior notice of default, without prejudice to the obligation to pay the price and without prejudice to compensation for greater damages. 

5.2 In case of installment sales, the Products sold shall remain the exclusive property of Seller until full payment is made by Buyer. Failure to pay even a single installment shall entitle the Seller, at its sole discretion, to deem the Purchaser immediately forfeited from the benefit of the term and to require the Purchaser to pay the outstanding price immediately;immediate payment of the remaining price, or immediately terminate the contract of sale by retaining the installments already paid by the Purchaser as compensation for damages, as well as to demand the fair compensation provided by art. 1526 cc in addition to compensation for any greater damage. 

Payment by check does not invalidate the reservation of ownershipà because it is to be considered given and accepted subject to performance. The granting of any moratorium or renewal of payment terms by issuance of new securities or any other form of deferment of payment, shall not entail in any case any novation of the relationship, so that the reservation of title and all other Conditions of Sale agreed herein shall retain their full force and effect. 

5.3 On payments made by the Purchaser beyond the agreed terms will be charged late payment interest in the amount established by Legislative Decree 231/2002. They shall automatically become due in favor of the Seller, without the need for formal notice of default to the Purchaser, without prejudice to the possibility for the Seller to claim compensation for greater damages pursuant to art. 1224 of the Civil Code. 

5.4 Should a dispute arise between the parties, the Purchaser shall not be entitled to suspend or delay its payment obligation, pursuant to Article 1462 of the Civil Code. 

6. TECHNICAL AND DESIGN MODIFICATIONS 

6.1 The Seller shall not be obliged to modify the Products in the course of production with any technical changes requested by the Buyer after the conclusion of the contract pursuant to paragraph 2.4 above. 

6.2 Any change resulting from any of the following circumstances è subject to equitable adjustments in price, delivery time and any other terms and conditions: 

a) changes requested by the’Buyer 

b) any delays caused by the’Buyer or its employees or subcontractors or any other party that may be reasonably believed to be within the control of the’Buyer; 

c) any emergency that presents a risk to persons or property. Under such circumstances, Seller mayò act at its own discretion to prevent any damage, injury or economic loss. 

6.3 All changes after the conclusion of the contract, except for actions made necessary by any emergencies as listed in (c) of’art. 6.2 above, must be made by means of an appropriate request for modification, submitted in writing and signed, or otherwise approved in advance by both parties; Seller shall not begin to make any modification until after receiving appropriate authorization for such modification. All requests for changes shall be made within a reasonable period of time after the need for such request has occurred. 

6.4 The Seller reserves in any case, without prejudice to the essential characteristics of the Products, the right to replace, even after the conclusion of the contract pursuant to para.4, certain components and/or constructive and/or technical details of its Products without any obligation to notify the Purchaser in this regard as well as to make replacements deemed necessary using the most recent editions of equivalent Products, which have replaced the previous ones, having form and functions comparable to the replaced ones. These replacements may not be considered modifications and are therefore not subject to the terms described in this Article 6. 

7. WARRANTY 

7.1 The Seller grants to the Purchaser a warranty on the mechanical parts of the Products for a period of 12 (twelve) months from the date of delivery of the P roducts, referred to in paragraph 3.3 above. Seller warrants that during such period the Products will be free from defects in materials and workmanship, provided, however, that: (1) said Products are in normal condition for use and maintenance, conforming to the standards set forth in the specifications indicated by Seller; (2 the installation, configuration, adjustment, and start-up have been performed properly, in accordance with the specifications re if known by Seller. 

7.2 The warranty, which does not cover parts subject to normal wear and tear or damage caused by transportation, è the sole and exclusive warranty given by the Seller for the Products, thus excluding any other warranty, express or implied, and consists, at the discretion of the Seller: in the free repair or replacement of the Products or any part thereof which, in the sole discretion of the Seller, are deemed defective, or otherwise to the issuance of a credit note in the amount equal to the purchase price of the Products subject to the intervention, only upon the return of such Products, in accordance with the instructions provided by the Seller. The repaired or replaced Products under warranty are guaranteed for the longest period of the following: six months from the supply of the same or the remaining period of the warranty provided for the original component. 

Warranty è subject to timely reporting of defects to Seller within 8 days of delivery for immediately visible defects, and within 8 days of discovery for hidden defects. In case of uncertainty as to the date of delivery, the date of manufacture shown on the nameplate of the Product shall prevail. The claim, in order to be valid, mustà be received exclusively at the Seller's office by official written notice. 

7.3Ilate payment or partial or total default of the Buyer shall result in its automatic forfeiture from this warranty. 

7.4 Warranty repairs will be performed at the Seller's facility or, at its sole discretion, at a service center of its choice. In order to be entitled to the warranty, the Products must be received, at Buyer's expense, at Seller's place of business or at a service center that Seller will have indicated in advance. In the event that the Product is deemed to be defective, the parties will agree upon the least expensive and most effective means of eliminating such defects. 

7.5 In addition to the case provided for in Section 7.3 above, this warranty shall be automatically void in the following cases: 

-the Products have been subjected to technical intervention, disassembly or repair by parties not authorized by the Seller; 

-the failure of the Product è due to improper installation and/or electrical connection, tampering, improper use or use not in accordance with the instructions or beyond the limit of use indicated in the instructions for use; 

-use of unsuitable fuels or lubricants that do not comply with the requirements written in the operating and maintenance manuals of the engine vendor and/or manufacturer. 

- the Product è been subjected to an overload in excess of the specified limits. 

- the damage complained of è due to normal wear and tear resulting from deterioration of major components, such as, for example, rotating engine parts, piston seals, valves, or any component normally subject to natural wear and tear. 

- maintenance è has been omitted or insufficient or the defect results from improper installation and/or good use. 

The warranty is provided only on the condition that the Seller's inspection of the Product reveals that the alleged defect was not caused by misuse, negligence, improper installation, use, maintenance, repair, modification or alteration by anyone other than the Seller, or that it was not caused by accident, deterioration of the Products or their components caused by electrical or electromagnetic disturbances or by any of the events referred to in this Section 7.5 

7.6 By express derogation from Article 1494 of the Civil Code, the Seller shall, in any event, not be liable for damages caused by defective Products or delayed warranty work. In particular, by way of example and without limitation, under no circumstances shall Seller be liable for interruption of’operations; or loss of profits, or costs incurred, or loss of data, or similar damages (whether direct or indirect) or for any other incidental indirect or consequential damages of any kind whatsoever, and the maximum and cumulative liability for any claim shall never exceed the sales price. Any legal action must be brought within 18 months after the right of action 

7.7 Unless otherwise specified in the Order Confirmation, Seller does not warrant and will not be liable for: (i) designs, materials or construction criteria supplied or specified by Buyer; (ii) products manufactured or supplied by other manufacturers or suppliers specified by Buyer; (iii) mechanical components, electrical components, hardware and software commercially available and integrated into the Products supplied. Any warranty or indemnification applicable to these types of items shall be limited only to the warranty, if any, extended by the original manufacturer or supplier. 

8. CONFORMITYÀ EXPORT CONTROL 

8.1 Buyer acknowledges and agrees that the export, sale or transfer of the Products to certain persons and/or entities or to certain destinations/end uses may be subject to restrictive measures or prohibitions under United Nations (UN), European Union (EU), United States of America (US) or United Kingdom (UK) export control legislation and/or international economic sanctions. 

8.2 The Purchaser agrees not to export, resell or transfer, directly or indirectly, the Products to any pe rsona natural or legal person, entity or body subject to restrictive measures, included in the United Nations Security Council Consolidated Sanctions List, the European Union List of Persons , groups and entities subject to EU financial sanctions, theList of Specially Designated Nationals and Blocked Persons of the Office of Foreign Assets Control (OFAC) and/or the UK Consolidated List of Targets of Financial Sanctions in the UK and/or to entities owned or controlled by persons or entities on those lists or for uses prohibited by EU, UN, US or UK export control legislation and/or international economic sanctions. 

8.3 Buyer shall not sell the Products to any person or entity that Buyer has reason to believe may be involved in the production or use of military or nuclear explosive applications, in facilities of civil nuclear activities not covered by the A. I.E.A. safeguard clause.I.E.A. (International Atomic Energy Agency) or in applications relating to the development and/or production of chemical weapons and weapons of mass destruction and missiles that may be used as such weapons carriers. 

8.4 The Purchaser declares that the Products shall be exported, re-exported or transferred to a third party only on condition that said third party accepts as binding on sé the same commitments as in this provision and on condition that said third party is known to be reliable and trustworthy in complying with such commitments. 

8.5 Buyer shall indemnify and hold harmless Energy S.r.l. from and against any and all damages, direct and indirect, that may arise from any violation of United Nations, European Union, Italian, United States or United Kingdom export control regulations and international economic sanctions in connection with the Products and any sale or transfer thereof to sub-buyers or end-users. 

9. DOCUMENTATION AND LICENSES 

9.1 The illustrative or descriptive documentation of the Products, drawings, weight, scope, dimensions and the like, is for illustrative and informational purposes only, therefore Seller shall not è be liable for any incorrect or incomplete information contained therein. 

9.2 within the scope of the Products supplied may include licenses to use software, subject to Buyer's acceptance of additional terms and conditions set forth in separate license agreements entered into with Seller or third party license agreements. Such general terms and conditions shall be the only covenants and provisions applicable to the software included in the Products. 

10. APPLICABLE LAW AND COMPETENT COURT 

10.1 Each contract of sale of Products è subject exclusively to Italian law, with the express exclusion, in the case of international sales, of the 1980 Vienna Convention on the International Sale of Goods. 

10.2 Any dispute relating to or inherent in the'interpretation, execution or termination of the contracts of sale of the Products shall be the exclusive jurisdiction of the Court of Vicenza, without prejudice to the Seller's right to take legal action before the competent courts in the place where the Purchaser has its registered office, offices, warehouses. 

The'Buyer 

In accordance with Articles 1341 and 1342 of the Civil Code, the Purchaser declares that he/she has read, understood and specifically accepts the following clauses of the General Terms and Conditions of Sale: 1.2 (applicability of these General Terms and Conditions of Sale); 2.5 (penalty in case of agreed termination of the contract); 3.3 (time of complete fulfillment of the order); 3.9 (deposit charges for uncollected goods); 5.1, 5.3 and 5.4 (termination for failure to make or incomplete timely payment, interest, limitation on the ability to raise exceptions); 6.2, 6.3 and 6.4 (technical and design changes and replacements by Seller); 7.2, 7.3, 7.5c, 7.6 and 7.7 (Warranty, limitations and grounds for forfeiture); 8 (export control compliance); 9 (documentation and licenses); 10.1 and 10.2 (applicable law and jurisdiction).