1. Scope
1.1 These General Terms and Conditions of Sale (“GTC”) regulate all business relations between Padoan Srl, an Interpump Group company (“Supplier”), and its customers (“Customer”), limited to B2B relations.
1.2 The GTC shall prevail over any general terms and conditions of the Customer, unless accepted in writing by Padoan.
1.3 Acceptance may also be made by conduct (e.g. taking delivery of the goods).
1.4 Applicable law: Italian.

2. Offers and orders
2.1 The offers are valid for 30 (thirty) days, unless otherwise stated.
2.2 The orders are only binding after written confirmation by Padoan.
2.3 Orders of less than €150 shall incur a handling charge of €40. The amounts indicated are net of VAT.
2.4 Amendments or cancellations are only valid if agreed in writing; any costs shall be borne by the Customer.

3. Prices and payment terms
3.1 Prices are net of VAT, duties, taxes and ancillary charges. Delivery terms: EXW Incoterms® 2020, unless otherwise agreed.
3.2 The agreed prices may be revised in the event of an increase in raw material and/or energy costs.

1. Up to a maximum variation of 5% from the initial price, calculated on the basis of the following indexes:
   • Aluminium: LME Aluminium Cash Buyer (USD/tonne);
   • Steel: Platts Steel Index (S&P Global);
   • Energy: TTF Gas (€/MWh) and Brent Crude Oil (USD/barrel);
   • Labour costs: Eurostat Labour Cost Index (EU industry).

   The adjustment will be applied automatically and the Customer may not withdraw from the order/contract.

2.  Above this threshold, the Supplier will notify the Customer of the new price proposal in writing. In that case, the Customer shall be entitled to accept the increase; in the event of a refusal, the order/contract will be deemed automatically terminated without penalty for either party.
3. Increments will be calculated on the basis of the monthly average of the indexes published in the month preceding delivery.

3.3 The price of the Product includes a portion for the amortisation of the investment in equipment and/or moulds made to the Customer’s specifications.

In the event of termination of the order/contract pursuant to Article 3.2, the Customer shall remain liable to pay the Supplier the amount of amortisation accrued up to the date of termination.

If the Customer intends to withdraw without paying these amounts, it must reimburse the Supplier for the undepreciated residual value of the equipment, unless otherwise agreed in writing between the parties.

3.4 Payment under the conditions stated in the order confirmation.
3.5 Interest on arrears: the rate provided for in (It.) Legislative Decree 231/2002 (harmonisation with EU law) shall apply.
3.6 The Customer may not suspend or set-off payments without the written authorisation of Padoan.
3.7 The goods shall remain the property of Padoan until full payment of the price, as regulated in Article 12.
3.8 Customs duties and charges: unless otherwise agreed in writing, all customs duties, import taxes, fees or other governmental charges applicable to the Products shall be borne exclusively by the Customer. In the case of sales with EXW (Incoterms® 2020) delivery, the Supplier assumes no liability or cost for customs clearance or tariff changes arising after the order confirmation.

4. Delivery, terms of delivery and risk
4.1 Deliveries are EXW (Incoterms® 2020), unless otherwise agreed.
4.2 The delivery dates are indicative and non-essential. Padoan can extend them up to 90 days for reasons related to production or logistics.
4.3 The risk shall pass to the Customer upon delivery to the carrier.
4.4 If the Customer delays collection by more than 5 working days, storage charges of 1% of the invoice value/week will be charged.
4.5 If, at the Customer’s request, Padoan loads the goods onto the carrier designated by the Customer, this action is performed purely as a courtesy and does not modify the agreed-upon delivery term. The risk on the goods shall in any case pass to the Customer upon delivery to the carrier. Padoan assumes no liability for damage to persons, vehicles or property occurring during loading operations, nor for securing the goods on the vehicle, which remains the sole responsibility of the Customer.

5. Testing and acceptance
5.1 The Customer must immediately check the Products upon delivery.
5.2 Any apparent defects must be reported within 8 days; hidden defects within 30 days from discovery, and in any case within the term of the warranty.
5.3 After these time limits have elapsed without objection, the Products shall be deemed accepted.

6. Warranty
6.1 The warranty on Padoan products is exclusively governed by the warranty terms and conditions published at

https://dwl.padoan.it/termini-di-garanzia

in the version in force at the time of the order and in any case always available at www.padoan.it (section “Warranty”).
6.2 The Customer declares that it has read them, is familiar with their contents and accepts them in full.

7. Limitation of liability
7.1 The Supplier shall not be liable for indirect or consequential damage (downtime, loss of profit, additional costs).
7.2 The maximum liability is limited to the price paid for the defective Products.
7.3 This is without prejudice to cases of intent or gross negligence.

8. Force majeure
8.1 The Supplier shall not be liable for delays or non-performance due to events of force majeure, such as but not limited to: wars, acts of terrorism, insurrections, general strikes, natural disasters, fires, epidemics, interruptions in the supply of energy or raw materials, blockages in transportation.
8.2 The introduction or increase of customs duties, import tariffs, taxes or other governmental measures affecting the price or cost of the Products shall not constitute force majeure for the purposes of these GTC. Such events remain the full responsibility of the Customer in accordance with EXW (Incoterms® 2020), unless otherwise agreed in writing.
8.3 A party wishing to invoke force majeure must notify it in writing within 5 (five) days of the occurrence of the event, documenting its nature and duration.
8.4 If the force majeure lasts longer than 90 (ninety) days, either Party may terminate the agreement by written notice, without any right to compensation or indemnity accruing.

9. Intellectual property and confidentiality
9.1 All documents, drawings, models, know-how and trademarks relating to the Products remain the exclusive property of the Supplier.
9.2 Any unauthorised reproduction or use is prohibited.
9.3 The parties undertake to keep all technical and commercial information received confidential.

10. Termination and suspension of orders
10.1 In the event of insolvency, non-performance or deterioration of the Customer’s creditworthiness, Padoan may suspend deliveries or terminate the contract with immediate effect.
10.2 This shall be without prejudice to claims for further damages.

11. Applicable law and place of jurisdiction
11.1 The GTC are governed by Italian law.
11.2 Exclusive jurisdiction: Treviso.
11.3 However, Padoan reserves the right to take action at the Customer’s place of jurisdiction when deemed appropriate.

12. Retention of title
12.1 The goods shall remain the property of the Supplier until the price has been paid in full.
12.2 No alienation, pledge or encumbrance is permitted without written consent.
12.3 In the event of insolvency or default, Padoan is entitled to the return of the goods.

13. Returns and Non-conforming products
13.1 Any returns must be authorised in advance in writing by Padoan and requested no later than 10 working days from the date of delivery of the goods. Returns will not be accepted without prior written authorisation or after this period has expired.
13.2 The products must be returned undamaged, unused and in their original packaging. Padoan reserves the right to refuse returns of damaged, used products or products without their original packaging.
13.3 Unless otherwise authorised in writing, the costs of transport and handling the returns shall be borne by the Customer. In the event of a return due to an error attributable to Padoan (e.g. delivery not in accordance with the order), the respective costs shall be borne by Padoan.
13.4 The acceptance of the return by Padoan does not imply automatic recognition of any claims or disputes, which shall remain subject to review and approval by Padoan.

14. Privacy and compliance
14.1 Personal data are processed in accordance with Reg. (EU) 2016/679 (GDPR) and (It.) Legislative Decree 196/2003 as amended.
14.2 The Customer authorises Padoan to process its data for civil, tax, management, statistical, commercial and marketing purposes, in accordance with the provisions of the privacy policy.
14.3 The Customer undertakes to comply with the applicable export control and international sanctions regulations.
14.4 The Customer declares that it is familiar with and respects the Code of Ethics and the ESG principles of Padoan S.r.l.

15. Final clauses
15.1 The invalidity or nullity of a clause shall not affect the validity of the other provisions.
15.2 The non-enforcement of a clause does not constitute a waiver of the right to enforce it at a later date.
15.3 These GTC are drafted in Italian and English; in the event of any inconsistency, the Italian version shall prevail.