General conditions of Sale

1. General provisions

1.1 – Unless otherwise provided in any particular condition of sale expressly agreed between

Giuseppe and F.lli Bonaiti srl and its customer (hereinafter, the latter referred to as the “Buye”

and collectively the Parties), the following general conditions of sale (hereinafter the “General
Conditions”) will govern the sale of materials produced / processed by Giuseppe and F.lli Bonaiti srl
(hereinafter “Bonaiti” or “Seller”) (hereinafter the following into the “Materials”).
1.2 – All contracts for the sale of materials (hereinafter the “Sale” / “Sales”) concluded in Italy and
abroad between the Seller and its customers are governed by these General Conditions.
1.3 – The General Conditions applicable to each Sale are those included in bonaitis Offer. The
General Conditions are also published on the Bonaiti website.

2. Ancillary documents and conclusion of the contract of sale

2.1 – The documents and other ancillary items to the Sale such as, by way of example, samples,
photos, drawings, have purely indicative value, unless it is expressly indicated by the Seller that
these elements must be considered binding.
2.2 – The Sales contract is considered concluded upon receipt by the Buyer of the Order
Confirmation issued by Bonaiti including the Offer, details of the Materials ordered, these General
Conditions and any special conditions of Sale referred to in the Offer, duly signed and signed
(hereinafter the Stipulation of the Sale). In the absence of An Order Confirmation, the Contract of
Sale will be considered stipulated if and when the Seller, after receipt of the Buyer's Order, complete
with the above, makes the delivery of ordered Materials. The Buyer's Order, complete with the
above, will be sent by the Buyer by email no later than 15 (fifteen) days from the date of issue of the
Bonaiti Offer with the original subsequently delivered by post or courier. The Seller expressly
reserves the right not to accept or execute a Buyers Order where such Order does not correspond to
the Offer or if the Order is not complete as indicated above, or if such Order and all related
documents have not been sent to the Seller duly signed and/or have been received by the Seller
beyond the aforementioned term of 15 (fifteen) days. In the case of a continuous customer, the latter
will send Bonaiti these General Conditions signed with his first Order and the same General
Conditions will apply to all subsequent Orders issued by such customer in that calendar year.
2.3 – Any changes proposed by the Buyer after the Stipulation of the Sale will not be binding for
Bonaiti unless expressly accepted in writing by Bonaiti.
2.4 – If a payment at the Conclusion of the Sale, the contract will be considered effective and bound
for Bonaiti only on condition that such payment has been fully and promptly made.

3. Delivery

3.1 – In the absence of a specific different written agreement between the Parties, the delivery of the
Materials will take place FCA establishment of the Seller, in the meaning attributed to this term by
the text of the Incoterms published by the International Chamber of Commerce of Paris (ICC) in
force on the date of Stipulation of the Sale.
3.2 – In the absence of a specific different written agreement between the Parties, the terms of
delivery of the Sale are indicative and not binding for Bonaiti; Bonaiti will still do its best to comply
with the agreed delivery terms.
3.3 – Without prejudice to the above, the delivery deadline will be deemed to be respected when the
Seller noties the Buyer that the Materials are ready for loading at the Seller. The carrier appointed by

the Buyer will withdraw the Materials no later than 5 days after the communication of Materials
ready for loading, unless otherwise agreed between the parties; the Buyer will be responsible for any
costs and damages that any delays in the collection of the Materials may cause to the Seller.
3.4 – The delivery terms will start on condition that the Buyer, at his own care and expense, has
provided the Seller with all the information, articles and details necessary for the fulfillment of the
Order, such as technical details, samples and molds for the manufacture of the materials for any
particular test agreed between the Parties and to be carried out at Bonaiti on Materials.
3.5 – Delivery terms will run on condition that the Buyer has fulfilled its payment obligations to the
extent and within the agreed terms.
3.6 – The Seller will make every possible to observe the agreed delivery terms; subject to the
mandatory limits established by applicable law, any delay in delivery will not give the Buyer the
right to request the termination of the Sales contract or compensation for damages of any kind. Any
subsequent modification of the delivery date requested by the Buyer will have no value unless the
same has been accepted by the Seller in writing.
3.7 – Without prejudice to the provisions of Art. 3.2, the delivery terms will be considered
automatically proportionally extended in the following cases:
(a) insufficiency, inaccuracy or delays on the part of the Buyer in transmitting the information
necessary for the execution of the Sale, including any test items necessary to carry out any tests on
the Materials;
(b) force majeure, or, by way of example, lack or insufficiency of motive energy, strikes – general or
partial -, unrest, wars and any other event not dependent on the Seller, even if occurred at its
suppliers, without prejudice to the right of the Seller to terminate the contract by giving written
notice to the Buyer;
(c) failure of the Buyer with respect to the payment conditions provided, without prejudice to the
right of the Seller to terminate the Contract of Sale pursuant to Art. 7.

4. Transfer of Ownership and Transfer of Risk

4.1 – The transfer of ownership of the Materials to the Buyer will take place at the time of the
transfer of risk as determined under the applicable Incoterms, provided that payments due on that
date, including for different Orders, have been made by the Buyer.

5. Price and payment conditions

5.1 – The purchase price of the Materials (hereinafter the "Price") is understood to be net of VAT,
FCA establishment of the Seller, unless otherwise expressly agreed in writing between the Parties;
the Seller has the right to revision of the prices if the Buyer, after the issuance of the Order
Confirmation, requests technical changes or changes to the contractual conditions agreed, including a
postponement of delivery.
5.2 – Payment of the Price will be made by the Buyer as specifically agreed in writing between the
5.3 – The Buyer may not suspend payments for any reason and expressly agrees that it will be
entitled to propose any exceptions or disputes only after having regularly fulfilled its payment

5.4 – Any delay in payment may result in the charge of default interest to the rate provided for by
Italian law on late payments in commercial transactions, increased by 2 (two) percentage points; it
will also determine, in the event of payment in installments, the forfeiture of the Buyer from the
benefit of the term, so that all the sums due by the Buyer, even relating to different Orders, will
become, at the written request of the Seller, immediately payable. Failure to pay any sum due by the
Buyer before delivery will give the Seller the right to suspend and / or cancel any supply, including
relating to different Orders, without prejudice to the other remedies provided for by the contract and
by law.

6. Costs and ancillary charges

6.1 – Except as otherwise provided in these General Conditions or in a different express written
agreement between the Parties, any and all taxes, tributes, costs of special transport tests and
insurance relating to the Materials, as well as, in general, any other costs and charges, present or
future, accessory to the Sale, will be borne by the Buyer.

7. Warranty, liability and limitations

7.1 – The Seller guarantees that before delivery the Materials have been tested, subjected to quality
control and measured according to procedures in accordance with the UNI EN ISO 9001: 2015
standards adopted by the Seller, as certified by the relevant authorities, and that the Materials are
suitable according to such tests. Any specific additional test requested by the Buyer shall be
expressly agreed by the Seller; the related costs will be borne by the Buyer, unless otherwise agreed
in writing.
7.2 – With regard to the measures of width and thickness, unless specific different tolerances are
agreed between the Parties in the Contract of Sale or in another written agreement, the tolerances
UNI-En 10017 UNI-En 10108 will apply between the Parties; with regard to the weight of the
Materials, a tolerance of +/-20% of the weight relative to each order position will be applied,
meaning each type/size of Material included in the Order.
7.3 – The tests and quality control carried out by the Seller on the Materials pursuant to art. 7.1
consist of the tensile test (UNI EN ISO 6892-1); The Seller may adopt such new testing and quality
control practices as it deems reasonably necessary from time to time in order to constantly improve
and efficiently.
7.4 – The Seller will maintain the traceability of the Materials processed and sold through: 1) the
archiving of the Worksheets for a period of 10 years and 2) the archiving of the test tubes for each
Worksheet for the period of 1 year, in accordance with the applicable standards.
7.5 – The Seller will extract, test (and keep for the period of time provided for in Article 7.4) samples
of the Materials relating to each Worksheet of the Materials manufactured and sold to the Buyer and,
provided that the results of the sample tests comply with the applicable UNI EN ISO standard, will
deliver to the buyer the certification that this batch meets the agreed technical specifications and is
free from defects. In case of use for the production of plants other than those used for initial
sampling, the Seller declares to have a process that guarantees in any case compliance with the
agreed technical specifications; in this case, the need for resampling of the product is excluded.
7.6 – As certified pursuant to art. 7.5 will constitute the Sellers warranty and will be valid for 6 (six)
months from the date of delivery.
7.7 – Obvious non-conformities with the agreed specifications or obvious defects of the Materials
(including, by way of example, any scratches, scratches, scratches, oxidations and, in general, any
defect in the surface appearance of the Material) or of the related packaging must be communicated
by the Buyer to the Seller at the time of unloading and in any case no later than 15 (fifteen) calendar
days from the date of delivery; hidden non-conformities to the specifications or hidden defects must
be communicated by the Buyer to the Seller within 150 (one hundred and fifty) calendar days from
the date of delivery.

7.8 – Failure to communicate non-conformities and defects within the terms referred to in Art. 7.7
shall constitute a waiver by Buyer of any warranty rights in relation to the Materials in question.
7.9 – After the timely communication of non-conformity or defect pursuant to Art. 7.7 the Parties
will consult each other in order to explain and resolve the problem. The Buyer undertakes to
cooperate with the Seller to facilitate the performance of any activity related to the identification of
the defect and its causes.
7.10 – If, after an attempt by the Parties to do so, such consultations do not lead to the resolution of
the problem within 90 (ninety) calendar days from the communication of the non-conformity/defect,
the problem will be referred to an independent laboratory of reliable reputation designated by the
Seller and acceptable to the Buyer (whose acceptance, however, cannot be unreasonably denied and
which will be given within the following 10 (ten) calendar days). Failure by the Buyer to respond
shall be tantamount to acceptance of the referral to this laboratory.
7.11 – If the Buyer objects to such laboratory within the aforementioned period and the Parties
cannot reach an agreement within the next 10 (ten) calendar days, the provision relating to the
resolution of disputes referred to in Article 9.2.
7.12 will apply – The independent laboratory will examine significant samples of the Materials in
question provided by the Buyer and the samples retained by the Seller relating to the lots included in
the delivery in question; the result determined by the laboratory shall be binding on the Parties for
the purposes of this Article. The independent laboratory in its analysis will apply the same tests
provided for by Art. 7.1 taking into account the tolerances provided for by Art. 7.2.
7.13 – The cost of the independent laboratory will be borne (i) by the Buyer if the Materials are found
to be in conformity or (ii) by the Seller if the Materials are found to be non-compliant.
7.14 – Any Material that the Buyer deems not to conform to the specifications or defective will be
kept unused pending the result of laboratory analysis.
7.15 – The Materials found to be non-compliant or defective, by agreement of the Parties or by
indication of the laboratory, will be returned to the Seller or disposed of by the Buyer at the Sellers
expense. The Seller may opt for return or disposal at its sole discretion.
7.16 – The Seller undertakes to replace the defective/non-conforming Materials with new Materials,
at its own expense, as soon as possible or, at the Sellers choice, to compensate the price of the
7.17 – The Sellers warranty does not apply if the defect is attributable to the fact of the Buyer or
third parties. In particular, the Seller shall not be liable in relation to normal wear and tear, improper
processing of the Materials during transport, their improper use, non-compliance with the
instructions for use / processing, incorrect installation by the Buyer or third parties, unsuitable
storage; the Seller's warranty is also conditional on the fulfillment by the Buyer of all the obligations
indicated in the contract at his expense.
7.18 – The remedy provided for by Art. 7.16 is the only one lent by the Seller. Any other right of the
Buyer is expressly excluded and waived, including the right to compensation for any damage
(including, but not limited to, costs and loss of profit, as a result of the use or non-use of the
Materials, damages claimed by third parties) or to the termination of the contract, within the
mandatory limits of the law.
7.18 bis – If at the end of the activity of identifying the defect of the Material and the cause of the
same, if the defect does not appear to be present or that it is not due to the Seller, all costs incurred
by the Seller for the execution of the aforementioned activities (including costs related to transport
and tests for the identification of defects and causes) will be borne by the Buyer.
7.19 – The Seller's warranty referred to in this Article 7 is the only guarantee provided by Bonaiti in
relation to the Materials and is expressly provided in place of any implicit guarantee of any kind,
including the warranty of merchantability or fitness for a particular purpose, warranties that are all
7.20 – In no case Bonaiti may be liable to the Buyer in the absence of gross negligence or willful
7.21 – Without prejudice to the provisions of Art. 7.8, in no event shall Bonaiti be liable to the Buyer
for a number of damages of any kind that exceeds the total amount actually paid by the Buyer to the
Seller as the price of the Materials subject to dispute.

7.22 – Under no circumstances shall Bonaiti be liable in connection with the further processing,
application, processing and in general any use of the Materials provided to the Buyer, it is the
responsibility of the latter to ensure the suitability of the Materials purchased for such further
processing, application, treatment and in general for any use of the Materials, holding Bonaiti
harmless from any claim, including from third parties, and damage in this regard.

8. Sellers right to terminate the contract

8.1 – Seller shall have the right to immediately terminate any Contract of Sale if:
(i) Buyer fails to perform its payment obligations;
(ii) Buyers solvency is uncertain;
(iii) the Seller is unable to proceed with the delivery for reasons independent of the latter such as,
by way of example and not limited to, government measures, strikes, occupations of
companies, fires, explosions and / or lack of availability of raw materials and means of

9. Regulatory law and competent court

9.1 – These General Conditions and the Sales to which they apply are governed exclusively by Italian
law, excluding any reference to conflict rules or international conventions.
9.2 – Unless otherwise agreed in writing between the Parties, any dispute that may arise in
connection with these General Conditions and / or with the Sales will be the exclusive competence of
the Judicial Authority of Milan (Italy), without prejudice to the sellers right to refer, at its
discretion, to the Judicial Authority of the place where the Buyer has his domicile, for any action that
the Seller decides to take against the Buyer.