General Terms of Sales and Delivery

1. PREMISES

This document contains the general terms of sale and delivery that govern the business relations between Tecnoalarm S.r.l. (Seller) and its customers (Buyers), for any type of product and service. Unless otherwise specified, these terms are applied to all Buyers, in this case professional customers. The terms are an integral part of the "Tecnoalarm General Catalogue", and are considered implicitly known to and accepted by the Buyer when placing the purchase order. The terms, if no other agreement (void if not in written form) exists, are to be considered as binding for the sale of any product of Tecnoalarm. The Seller reserves the right to change them without notice and without prejudice to the validity of previous terms in force at the time of the order. Any different terms and conditions used by the Buyer shall not apply to the relations between the parties if not accepted in writing and, in any case, shall be coordinated with these terms, unless expressly exempted by written act. The acceptance of these terms and the accompanying warranty conditions, as well as all the subsequent relations, agreements, and generally, the behaviors of the parties eventually governed by the same, do not entail the transfer to the Buyer of any exclusive right, nor the establishment of relations of granting, commission and mandate, with or without representation. Equally, they do not give the Buyer the right to market the Tecnoalarm products via e-commerce, or any other form of mail order sales nor to use in any form the mark, the name or other distinctive marks of Tecnoalarm.

2. PURCHASE ORDERS

No purchase order sent by the Buyer shall be binding for the Seller if not expressly accepted in writing. The order accepted by the Seller constitutes a firm and irrevocable proposal of contract. Sending an order and collecting the goods by the Buyer shall entail the contextual and integral recognition, knowledge and acceptance of the terms and the attached warranty conditions. The Seller is not bound, except with the express confirmation or subsequent ratification, by the declarations of its agents, business procurers, distributors and other commercial auxiliaries. The acceptance without expressed reservation by the Buyer of products non-compliant in terms of type or quantity, or sent with conditions other than those contained in the request of the Buyer or the offer of the Seller, implies the acceptance by the Buyer of the supply and the terms applied by the Seller. These reservations, even if made in the form of clarifications or corrections to the terms of delivery, shall not be effective if they will not be formulated by the Buyer in writing, immediately after the receipt of the goods.

3. PLACING OF ORDERS

Except as provided in the previous article, the Seller only accepts orders placed according to the procedure provided for in this article. All orders must be submitted in writing and complete in every part needed for the correct identification of the requested products. The Buyer may request the cancellation or modification of the order only before the execution of the same, through written communication. The Seller has the right to not accept changes or cancellations if the order is already being processed. The changes and the cancellation of the purchase orders, to be effective, must be expressly accepted by the Seller in writing.

4. DELIVERY OF THE PRODUCTS

No purchase order sent by the Buyer will be fulfilled by the Seller if not expressly accepted. Unless otherwise agreed in writing between the parties, the Seller shall deliver the products "ex works" (EXW) Turin, one of his subsidiaries or decentralized warehouses, within the terms of delivery agreed on the acceptance of the order. If required, the Seller will take care of the transport of the products and - in the absence of specific instructions of the Buyer - will choose the carrier that it deems appropriate. Unless otherwise specifically agreed in writing, the transport will take place with the clause "free carrier" (FCA) at the expense and risk of the Buyer. The cost of the transport and packaging, unless otherwise agreed, will be added to the price of the products purchased. The delivery deadline shall be deemed to be respected if the goods are promptly delivered to the carrier. In any case, the Seller shall not be liable for transport delays that cannot be imputed to him. In the case of delayed delivery, the Buyer may cancel the part of the order not delivered only after notifying the Seller, by registered letter with acknowledgement of receipt or with certified e-mail, his intention to do so, and after granting 15 weekdays, from receipt of such communication, within which the Seller can deliver all the products specified in the reminder and not yet delivered. It is excluded any liability of the Seller for damages derived from delayed or total or partial non-delivery of the purchase order. In case the Buyer fails to collect the goods within the agreed time, he will have to refund the Seller the storage costs until delivery or sale of the goods to third parties, which may take place after 30 days from the originally agreed delivery date. Failure or delay of fulfilment of a partial delivery does not implicate the non-fulfilment of the delivery obligation in itself and will have no effect on the other partial deliveries.

5. PRICES AND TERMS OF PAYMENT

The prices specified by the Seller in quotations, order confirmations and invoices are based on the price list expressed in Euro, excluding VAT, in force on the day of the order confirmation. Unless otherwise specified, all prices are net of transportation, and any other tax, fee and locally due rate. The applicable taxes are those in force on the date of billing. Any discount on the prices charged by the Seller shall only be applicable if agreed to in writing and only in case of full compliance with the payment terms fixed. In no case will the discounts offered be extendable to supplies, also of similar goods or identical products, performed prior to or subsequent to the order to which the discounts apply. If the costs of raw materials and/or the workforce used by the Seller should suffer changes such as to modify by more than 10% the original balance, the price will be adjusted in proportion, with the option of the parties to terminate the agreement within 10 days from the notice of the variation in the price. The invoices of the Seller are accepted if they are not challenged in writing by the Buyer within 14 days of their receipt. Unless otherwise specifically agreed in writing, the method and term of payment are those previously agreed with the Seller and stated in the customer file. Any payments made to the agents of the Seller must be previously authorized in writing by the latter. According to this, any payment made to subjects not previously authorized for collection shall not discharge the obligation. Any credit instruments  accepted by the Seller is subject to collection. Any delay or irregularity in the payment shall give the Seller the right to suspend deliveries and/or terminate the contracts and/or cancel orders in progress, even if not related to the payments in question, as well as the right to compensation for any damages. From the date of expiry of the payment, the default interests at the legal rate provided for in the Decree 231/2002, amended by the Decree 192/2012, shall be entirely due. In no event the Buyer will be authorized to reduce or offset the price with any credit, however occurring, against the Seller, unless prior written permission of this is granted. For the imputation of payment, reference will be made in any case to the provisions of art. 1193 par. 2 C.C. [Italian Civil Code]. The Buyer is obliged to complete payment, even in the event of a dispute or controversy, according to the condition "solve et repete".

6. RETENTION OF TITLE

In the case where the payment is carried out, in whole or in part, after delivery, the delivered products shall remain the property of the Seller up to the full payment of the agreed price, within the meaning of art. 1523 C.C. [Italian Civil Code]. The Seller shall have the right to repossess any product with retention of title and the Buyer shall bear the costs. The Seller may withhold as penalty any sum received as payment, without prejudice to the right to compensation for the greater damage. If the Buyer relinquishes the products to a third party, the rights of the Seller shall be transferred to the resale price up to the full payment.

7. TECHNICAL DESCRIPTIONS AND SPECIFICATIONS OF THE PRODUCTS

The technical data, dimensions, features, specifications, colors, weights, prices and any other data relating to the products contained in the technical and advertising documentation of the Seller, as well as the characteristics of the samples and models which may be provided to the Buyer, are merely indicative and are not binding, unless they were expressly mentioned in the offer and/or in the written acceptance by the Seller. Any statements or advertising of third parties in no way bind the Seller. Any technical design or document provided to the Buyer that enables to manufacture the products sold, or parts of them, remains the exclusive property of the Seller and shall not be copied, reproduced, transmitted to third parties or however used without the prior written consent. In addition, the Seller remains exclusive holder of all intellectual or industrial property rights relating to the products. The Seller reserves the right, at its sole discretion and without the need for any notice, to make the changes deemed most appropriate that do not adversely affect the functionality, the quality, and the aesthetics of the product itself, with the only obligation to inform the Buyer about the changes.

8. E-COMMERCE

The Seller prohibits the commercialization of its products via e-commerce, whether a single component or the entire system is concerned. The Seller will make use of all the means provided by the law to prevent this from happening and to obtain the sanctions on those who act in violation and/or circumvention of the ban.

9. WARRANTY OF THE SELLER

Unless otherwise agreed in writing between the parties, the Seller ensures that its products (with the exception of those parts which are not directly produced) are free from flaws/defects for a period of two (2) years from the date of delivery of the goods to the Buyer. The warranty does not operate with reference to those products whose defects are due to:

a. damage in transit

b. improper use or negligent handling

c. failure to comply with the Seller’s instructions relating to the assembly and/or operation of the products

d. lack of ordinary maintenance and preservation of the products

e. normal wear and tear of moving parts

f. repairs and/or changes made by the Buyer or by third parties without the prior written permission of the Seller.

The Seller will, in its sole discretion, replace or repair the defective or faulty products or parts, provided that the Buyer’s claim is covered by the warranty and notified within the deadlines referred to in this article. The Buyer shall notify the Seller, under penalty of loss of the right to appeal, of the presence of patent defects within eight days from delivery of the products, or hidden defects or those not detectable by reasonable inspection within eight days from discovery. After the above deadlines have expired, the products are considered as permanently accepted. Claims must be made in writing and must indicate in detail the alleged defects or non-conformities, as well as the references to the relevant invoice, DDT or order confirmation of the Seller. In addition, upon request of the Seller, adequate photographic documentation must be attached to the claims. Incomplete claims will not be covered by the warranty. The products subject to complaint should be immediately sent to the head office of the Seller, or to any other place that the latter will indicate from case to case, at the costs and expenses of the Buyer, unless otherwise agreed between the parties, in order to allow the Seller to complete the necessary checks. The warranty does not cover any damage or defects of the products resulting from, or directly related to, parts assembled/added by the Buyer. If a claim is totally or partially unfounded, the Buyer shall indemnify the Seller for all the costs incurred for the checks. In every case, the Buyer shall not assert any warranty rights towards the Seller if the products have not been paid according to the terms and conditions agreed. The Seller shall not be responsible for any damage arising and/or connected to defects of the products, except in the case of his proven deliberateness or gross negligence. In any case, the Seller shall not be liable for incidental or consequential damages of any nature, such as losses or lost profits arising from inactivity of the Buyer.

10. LEGAL WARRANTY

The Seller guarantees the quality of the products to its direct customers. This warranty, the duration of which is determined by the law, includes possible initial defects of the products or, in any case, defects existing at the time of delivery. In application of the terms of the warranty, the Seller ensures the repair, revision, update or restoration of the products. The warranty excludes any responsibility by the Seller for direct or indirect damages caused by the non-functioning of the products in consequence of installation and/or programming, as these activities and their consequences are the exclusive responsibility of the installer.

11. RESPONSIBILITY OF THE MANUFACTURER

The products with Tecnoalarm brand are manufactured in accordance with the regulations in force in Italy and in the European Union. The Seller is responsible for damages to persons or property arising from the products sold, only in the event of his proven gross negligence in the manufacture of the products themselves. In no event, it shall be considered liable for incidental or consequential damages, loss of production or lost profits. Except as provided above, the Buyer shall not consider the Seller liable in all the actions of third parties based on liability arising from products sold to them and shall indemnify for the damage caused by the claims in question.

12. MANUALS

The Seller prohibits the publication of the installation and programming manuals of the products on the web, as the content of these manuals is to be considered as strictly confidential, also with the aim to protect the final customers in relation to the requirements for the protection of property and life.

13. FORCE MAJEURE

In all cases of force majeure occurring (including but not limited to: lack of supply of raw materials, significant predictable increases of the prices of the same, fire, flood, disturbances in the transport sector, strikes, lock-outs or other similar events, which prevent or reduce the productive capacity of the Seller or block the transport between the plant of the Seller and the place of destination of the products), the Seller shall be entitled to an extension of up to 90 days, extendible to up to 180 days in the most serious cases, of the deadline for the delivery of the products, provided that it promptly notices in writing the Buyer about the occurrence of force majeure. Should the condition of force majeure subsist on expiry of the above time limits, the Buyer may terminate this agreement by giving written notice to the Seller by means of registered letter with acknowledgement of receipt or certified e-mail.

14. CHANGES AND INTERPRETATION OF THE TERMS

For the interpretation of these terms, only the original Italian text shall be considered legally binding. Unless otherwise specified, every reference to price lists, general terms of sale and delivery or other documents from the Seller or third parties is meant as referring to the above mentioned documents in force at the time of the reference itself. Any modification or integration made by the parties to the agreements to which these terms apply, must be made in writing, otherwise they will be void. The derogation to one or more provisions of these terms should not be interpreted extensively or by analogy and does not imply the desire to waive the terms in their entirety.

15. APPLICABLE LAW

For whatever not expressly provided in these terms, the rules laid down by the Italian law, or, alternatively, the uses and practices, shall apply. Since international sales are not explicitly regulated by these terms, these will be governed by the Vienna Convention on the International Sale of Goods of 1980. For the interpretation of the terms of return and other commercial terms possibly used by the parties, refer to the INCOTERMS of the International Chamber of Commerce in Paris. Any foreign uses and practices are not binding in any way for the Seller.

16. DISPUTES AND COMPETENT COURT

For any disputes regarding or in any way connected to the agreements to which these terms apply, the only competent Court is that of Turin, Italy.

17. CONFIDENTIALITY

Any production technology and/or information of the parties (including expedients, design and information) whether or not patented, shall be treated as essentially confidential and shall not be used or disclosed in the absence of prior written permission.

18. FINAL PROVISIONS

Any communication between the parties shall be sent to the respective addresses resulting from the business correspondence exchanged. If the Seller fails to:

a. apply one of the present terms

b. require to the Buyer to perform any provision of these terms,

this may not be construed as present or future waiver of that provision, nor in any way affect the right of the Seller to have each of the provisions executed in the future. The express waiver by the Seller of any of the provisions of these terms does not constitute a waiver to their future respect by the Buyer. The agreement may not be transferred in whole or in part without the prior consent of the other party.

The Seller declines any responsibility concerning the technical-commercial activities of design, installation and maintenance of the systems, given that, as the manufacturer, it has the obligation to adapt to the Ministerial Decree no. 37/2008 which provides that the installer, as a legally independent entity, assumes the role of an autonomous and responsible interface towards the final customer.

Turin, July 2021

Tecnoalarm S.r.l.