STEM S.r.l.
General Terms and Conditions for the Sale of Goods

1. Application of these General Terms and Conditions
   1.1. These General Terms and Conditions set forth the terms and conditions on which the Seller is available to sell its Products to the Buyers.
   1.2. No terms or conditions delivered by the Buyer or contained or referred or attached in an order addressed by the Buyer to the Seller shall form a part of any contract between the Seller and the Buyer.
   The sale and purchase of the Products shall be exclusively governed by these General Terms and Conditions with exclusion of any other terms and conditions.
   Any special contract terms agreed by the parties prevail over these General Terms and Conditions.
   1.3. The Seller does hereby reserve the right to add, to amend or vary these General Terms and Conditions at any time and, upon introduction of such additions, variations or modifications the Seller shall accept orders by any Buyer in accordance with such new set of General Terms and Conditions. The Seller will send the modified conditions to the Buyer by email which will be deemed accepted by the Buyer, without prejudice to the right to withdraw within 15 days from the communication.
   1.4. These General Terms and Conditions are applicable together with the special conditions printed on the first page of the Order Confirmation and the Products’ specifications. In case of contradiction, the special conditions will prevail.
   1.5. Any reference made to trade terms (such as FCA, EXW, CIP, etc.) is deemed to be made to Incoterms published by the International Chamber of Commerce and current at the date of conclusion of this contract.
   
2. Formation of the Contract
   2.1. Any quotation sent by the Seller to a potential Buyer is valid for a period of 30 days from its date and is provided as a guidance only and as an invitation to negotiate and is subject to confirmation by the Seller upon receipt of the Buyer’s order proposal.
   2.2. Any order proposal addressed to the Seller by a Buyer shall be considered as accepted by the Seller, only after the Seller, in its own discretion, notifies in writing its acceptance of such order proposal, and if so accepted, shall be accepted at the terms and conditions set forth in these General Terms and Conditions as supplemented or modified in the Seller’s acceptance. Quantities, description, specifications and unit price shall be those specified in the Seller’s order confirmation. The Buyer shall communicate any rejection of the Order Confirmation within 48 hours. The Seller reserves the right not to accept orders with a value less than €50.00 net of handling fees, shipping costs, possible packaging costs, and any discounts.
   2.3. Failure to accept or answer to an order proposal issued by a Buyer shall neither expose the Seller to any liability nor give the Buyer the right to any claim whatsoever against the Seller.
   2.4. All descriptions, specifications or illustrations provided in the Seller’s marketing brochures and advertising leaflets are issued for marketing and advertising purposes and shall not be part of any Order.
   
3. Prices, Invoicing and Terms of Payment
   3.1. Except as otherwise stated in the relevant Order, the Seller shall sell any Products at the prices set forth in the Seller’s price list in force at the date on which the ordered Products are confirmed.
   Only in the event that the delivery terms are deferred by more than one year of the Order Confirmation shall the Seller be entitled to apply the new price list, provided that it has been communicated in writing with at least 30 days´ notice prior to the agreed delivery date. The Buyer shall have the right to withdraw within 15 days from the notification of the price list change.
   VAT at 22% will be applied where required by Italian and European tax regulations.
   Delivery terms shall be those specified in the Order Confirmation; in the absence of a specific reference term, the Incoterm FCA to the Seller’s Plant, Medesano (PR), Italy shall apply.
   3.2. The Seller shall invoice the Products promptly after the issuing of the delivery note according to FCA incoterms Medesano delivery.
   3.3. All the invoices shall be in Euro and shall contain reference to the applicable Order, providing an itemised list of the delivered Products, the part number, quantity and unitary price of each of them, the total price for each Product and the total price invoiced.
   3.4. Unless otherwise stated in the Order Confirmation, the Buyer shall pay in advance in cleared funds the price of the Products delivered under any Order plus V.A.T. (or any similar tax). Time of payment is of the essence.
   3.5. The Buyer shall pay the invoiced amounts in full, without any set-off or deduction whatsoever. Unless as otherwise stated in the Order Confirmation, payment by the Buyer should be made by bank transfer via the bank details provided in the Order Confirmation.
   3.6. At any time the Seller, in its own discretion, may refuse or limit deferred payment terms to the Buyer.
   3.7. If the Buyer does not pay any sum due to the Seller under any Invoice on or before the due date for payment, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
   i) suspend or cancel any outstanding binding Purchase Order and not deliver any Products still to be delivered to the Buyer;
   ii) shall charge the Buyer interest on the overdue amount in accordance with Italian law on delayed payments D.Lgs. n. 231/2002. Such interest shall accrue on a daily basis until full settlement of the payment; iii) other unexpired invoices will become immediately due without any formal notice or preliminary formality and any payment by instalments agreement will become null and void.
   
4. Delivery
   4.1. Except as otherwise agreed upon in writing by the Parties in the Order Confirmation, the Seller shall deliver the Products to the Buyer FCA at the Seller’s plant in Medesano (PR), Italy.
   4.2. Delivery time is not of the essence. The Seller shall reasonably endeavor to respect the delivery dates specified in the relevant Order Confirmation. Partial delivery is allowed. The Seller shall not be liable for any direct or indirect loss, damage, charges and costs whatsoever caused directly or indirectly by any delay in delivering the Products to the Buyer.
   4.3. The occurrence of delayed or missing Products shall not entitle the Buyer to terminate or rescind any outstanding Order, or the part thereof still to be performed, unless (i) the delay in delivery exceed 60 calendar days from the expected delivery dates, or (ii) the Seller formally notifies in writing that the missing Products are not anymore available.
   
5. Risk and Ownership
   5.1. Risk and responsibility on the Products shall pass to the Buyer in accordance with the Incoterm FCA at the Seller’s plant in Medesano (PR), Italy, except as otherwise agreed upon in writing by the Parties in the Order Confirmation.
   5.2. Ownership of any Products shall not pass to the Buyer until the Seller has received payment in full of the owed sums by the Buyer to the Seller for the sale of such Products.
   5.3. In case the Goods are not collected by the Buyer within 5 working days from the agreed delivery date, warehouse management costs equal to 0.05% of the Order value for each day of delay will be applied.
   
6. Acceptance
   6.1. Upon receipt of the Products, the Buyer shall promptly verify that such Products are those listed in the relevant Order and shall notify the Seller within 15 calendar days any Product that the Buyer found missed, not compliant with specification or defective, providing the Seller with reasonable and verifiable evidence of the purported missing, not compliant or defective Products.
   6.2. The term under Article 6.1. is peremptory. If the Buyer fails to notify the Seller within such term of any missed or defective Products, and except in respect of any defect which would not be apparent on reasonable inspection, the Buyer shall be deemed to have finally accepted the delivery of the Products and the Seller shall not have any further liability to the Buyer with respect to that delivery.
   6.3. The Seller shall promptly verify the evidence given by the Buyer for providing that some Products are missing, non-compliant with specifications or defective, and reasonably assess the ground of the Buyer’s claim. If the Seller agrees on the claim, the Seller (i) shall deliver any missing Products within a reasonable timeframe, definitely discharging the Seller’s liability to deliver the Products specified in the relevant Order Confirmation, and (ii) the remedies set forth in Article 7 shall apply in respect of non-compliant or defective Products.
   
7. Warranty
   7.1. The Seller warrants that the Products shall comply with the technical specifications referred in the Order Confirmation according to the Product Manuals published on the Seller’s website at https://globalservice.stem.it/public/manuals/search?lang=it. and will be free from any defects in design, material and workmanship for a period of 24 months from the date of delivery following Incoterm FCA Medesano (PR), Italy (art.5.1), unless otherwise agreed in the Order Confirmation.
   7.2. During such period whenever the Buyer submits reasonable written evidence that any Products do not comply with the relevant technical specifications or is defective, the Seller, in its own discretion, shall either repair or replace such Products or refund the price of such Products and the Buyer, if the Seller so requests, shall return the non-compliant or defective components or Products to the Seller, at the Seller’s expenses. Returns not requested or previously authorised in writing by the Seller will not be accepted.
   If, following the technical analysis of the returned component/product, the Seller does not recognize the warranty, the costs incurred will be charged.
   7.3. Other than the above, and to the extent permitted by any applicable law, (i) no further warranty, express or implied, is given by the Seller for Products sold to the Buyer, including but not limited to implied warranties, representations or conditions of merchantability or fitness for a particular purpose of the Products, and (ii) the Seller shall have no further liability for non-compliant or defective Products.
   7.4. The Seller shall not be liable, and the warranty as provided for in this Article and these General Terms shall not apply if the Products were damaged after delivery during transportation, and in respect of any Products misused or used or stored or maintained not in compliance with the Seller’s instructions.
   7.5. The warranty does not include occasional or personal costs, such as labour, vehicle downtime, or travel costs to the workshop. The labour costs will be held by STEM only if the intervention under warranty is performed by a STEM technical service centre and STEM’s prior formal authorisation.
   
8. Regulatory Standards
   8.1. The Seller warrants that the Products shall comply with the rules and regulations actually in force in the European Union (hereinafter “EU”) and which are applicable to such Products at the date in which the Seller accepts the Buyer’s order proposal.
   8.2. No guarantee is given by the Seller on the conformity of any such Products with any laws or regulations and regulatory standard, including, but not limited to, labour and environmental regulatory requirements and safety and health laws and regulations, which may be in force in the country of the Buyer, if the Buyer’s corporate seat or place of business is in a country outside the EU.
   
9. Limitation of Liability
   9.1. Except in cases of gross negligence and wilful misconduct, the Seller’s total liability whether arising out of or in connection with an Order, shall in no case exceed the aggregate purchase price of the Products in respect of which the default has occurred.
   9.2. Other than the above and to the extent permitted by any applicable law, the Seller shall not be liable to the Buyer for whatsoever loss, damage or, including but not limited to direct and indirect damages, loss of profit, loss of goodwill or loss of business for whatsoever cause arising from or in connection with any Order.
   
10. Force majeure
    10.1 “Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that that party proves: [a] that such impediment is beyond its reasonable control; and [b] that it could not reasonably have been foreseen at the time of the conclusion of the contract; and [c] that the effects of the impediment could not reasonably have been avoided or overcome by the affected party.
    10.2. In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions (a) and (b) under paragraph 1 of this Clause: (i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation; (ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy; (iii) currency and trade restriction, embargo, sanction; (iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation; (v) plague, epidemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy; (vii) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.
    10.3. A party successfully invoking this Clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.
    
11. Applicable law
    This General Terms and Conditions for the Sale of Goods are governed by the United Nations Convention on the International Sales of Goods (CISG) and, with respect to questions not covered by such Convention, by the laws of Italy.
    
12. Dispute resolution
    The parties agree to submit all disputes arising in connection with this agreement to the mediation attempt managed by the Mediation Center at the Chamber of Arbitration of Milan with the Rules adopted by the same Mediation Center. The seat of the mediation shall be Milan (Italy) and the language of mediation shall be English. If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for Mediation or within such other period as the parties may agree in writing, such dispute shall thereafter be finally decided by the competent law courts of the place where the Seller has its registered office, which shall have exclusive jurisdiction in any action arising out of or in connection with this contract. However, as an exception to the principle hereabove, the Seller is in any case entitled to bring its action before the competent court of the place where the Buyer has its registered office.