General Terms and Conditions of Sale

1. DEFINITIONS

1.1. For the purposes of these general terms and conditions of sale (hereinafter referred to as “general terms and conditions”), the following terms shall have the meanings assigned to them below:

– “Somercom Srl”: SOMERCOM SRL

– “Customer”: any company, entity, or legal entity that purchases products from SOMERCOM SRL;

– “The parties”: SOMERCOM SRL along with the Customer;

– “Product(s)”: the goods marketed and services sold by SOMERCOM SRL;

– “Offer”: any sales proposal for products sent by SOMERCOM SRL to the Customer via fax, email, mail, electronic means, or messaging apps;

– “Sale”: any confirmation/contract of sale concluded between SOMERCOM SRL and the Customer following receipt by the Customer of the written order confirmation from SOMERCOM SRL.

– “Trademarks”: all trademarks owned or licensed by SOMERCOM SRL;

– “Intellectual property rights”: all intellectual and industrial property rights of SOMERCOM SRL, including, without limitation, rights related to trademarks, know-how, technical specifications, data, whether or not such rights are registered, as well as any applications or registrations related to such rights and any other rights or forms of protection of a similar nature or having equivalent effect.

2. PURPOSE

2.1. These general terms and conditions of sale apply to all sales of products. In case of conflict between the terms and conditions of these general terms and conditions and the terms and conditions agreed upon in the individual sale through individual agreements between SOMERCOM SRL and the Customer, the latter shall prevail, provided that they have been agreed upon in writing and signed by both parties.

2.2. SOMERCOM SRL shall not be bound by any general conditions of purchase of the Customer (hereinafter “GCP”), even if reference is made to them or they are included in orders or any other documentation sent by the Customer, without prior written consent from SOMERCOM SRL. SOMERCOM SRL shall apply its own general terms and conditions of sale even in the case of delivery of products purchased by the Customer through the issuance of a purchase order indicating delivery and payment terms different from those established by SOMERCOM SRL in the general terms and conditions of sale, or previously agreed in writing with the Customer. The GCP shall not be binding on SOMERCOM SRL even by virtue of tacit consent.

2.3. SOMERCOM SRL reserves the right to add, modify, or delete any provision of these general terms and conditions of sale, it being understood that such additions, modifications, or deletions shall apply to all completed sales, starting from the thirtieth day following notification to the Customer of the new general terms and conditions of sale.

3. ORDERS AND SALES

It is stated that the commercial offers issued by SOMERCOM SRL are subject to change and cannot be considered binding unless expressly declared as such by SOMERCOM SRL.

3.1. The Customer will send a request to Somercom for products indicating quantities and qualities and the terms for delivery.

3.2. SOMERCOM SRL will send an offer to the Customer indicating products, quantities, and qualities. Once the offer is accepted by the customer, SOMERCOM SRL will issue a confirmation/sale contract.

3.3. The sale shall be deemed concluded:
i. At the moment the Customer receives a written confirmation from SOMERCOM SRL (such confirmation may be sent via email, fax, or electronic means) that complies with the terms and conditions of the offer.
ii. Or, if the Customer receives a written confirmation from Somercom containing terms different from those in the offer, two working days after the date of receipt of the confirmation containing different terms without a written objection from the Customer within that period;
iii. Or, in the absence of written confirmation from SOMERCOM SRL, at the moment the products are delivered to the Customer.

3.4. Orders regularly issued by SOMERCOM SRL cannot be canceled by the Customer without the written consent of SOMERCOM SRL.

4. PRODUCT PRICES

4.1. The prices of the products shall be those in effect at the time the offer is submitted to the Customer, indicated in writing by SOMERCOM SRL and confirmed at the time the offer is accepted by the Customer. Unless otherwise agreed in writing between the parties, the aforementioned prices are calculated excluding VAT and any discounts. Such prices include shipping costs from the premises of the producer and/or seller to those of the Customer, unless otherwise indicated.

4.2. For ongoing contracts involving delivery terms, SOMERCOM SRL reserves the right to change prices. In the event of a price change for raw materials and/or accessory charges at least three months after order confirmation, SOMERCOM SRL shall be entitled to pass the increased costs on to the Customer, unless such increases are offset by a decrease in other structural costs. The change will be communicated to the Customer and will take effect for all orders received by SOMERCOM SRL from the day following the date on which the changes were notified to the Customer.

4.3. SOMERCOM SRL shall retain ownership of the products until full payment of the price has been made. The Customer shall perform all obligations required by applicable laws to render this retention of title clause valid and enforceable against all third parties.

5. DELIVERY TERMS:

5.1. Delivery terms are an integral part of all confirmations/contracts signed by SOMERCOM SRL with its Customers for the offered products.

5.2. Delivery terms will be considered accepted by the Customer if not immediately rejected in writing by them.

5.3. Unless otherwise agreed in writing between the parties, SOMERCOM SRL will deliver the products DAP (delivery at place), as defined by INCOTERMS 2010 published by the International Chamber of Commerce in their most updated version in force at the time of delivery to the facility previously indicated by the Customer. For all products delivered with origin from outside the EU, any additional duties will be adjusted accordingly.

5.4. SOMERCOM SRL shall not be held responsible for delays or failure to deliver attributable to circumstances beyond its control, including, but not limited to:

a. Difficulty in obtaining the supply of raw materials;

b. Problems related to production or order planning;

c. Total or partial strikes, lack of electricity, natural disasters, measures imposed by public authorities, transportation difficulties, force majeure, disturbances, terrorist attacks, and any other cause of force majeure;

d. Delays on the part of the carrier.

The occurrence of any of the events listed above shall not entitle the Customer to claim compensation for any damages or indemnities of any kind. SOMERCOM SRL is obliged to inform the Customer of what is happening, informing them of the duration of the circumstance. If the event lasts longer than three months, the Customer may decide to cancel the order/terminate the contract.

SOMERCOM SRL shall only be obliged to refund any sums already paid by the Customer for the execution of the order/contract.

5.4.1. Events arising from force majeure or completely unforeseen or unavoidable circumstances that occur at the conclusion of the contract (operational problems of any kind, difficulties in purchasing products, transport delays, strikes, earthquakes, floods, legal stops, lack of labor, energy, or raw materials, or inadequate or delayed deliveries by suppliers) shall release SOMERCOM SRL from fulfilling its contractual obligations for the duration of the events themselves. SOMERCOM SRL shall be obliged to immediately notify the Customer of what is happening, informing them simultaneously, if possible, about the duration of the circumstance. If the event lasts longer than three months, SOMERCOM SRL may decide to terminate the contract. Any sums already paid by the Customer for the execution of the contract shall be promptly refunded.

5.4.2. If delivery or the provision of a service is prolonged or becomes impossible, SOMERCOM SRL’s liability shall be limited to compensating the economic damage caused in accordance with what is described in paragraph 9 of these general terms and conditions of sale.

6. PAYMENT TERMS:

The payment terms are an integral part of all orders/contracts signed by SOMERCOM SRL with its Customers for the offered products.

6.1. Unless otherwise agreed in writing between the parties, SOMERCOM SRL will issue an invoice from the date of issuance of the transport document.

6.2. Unless otherwise agreed in writing between SOMERCOM SRL and the Customer, invoices issued by SOMERCOM SRL must be paid within the time limits established on the current account indicated by SOMERCOM SRL on the issued invoice.

6.3. Upon expiry of the payment deadline for the supply, the Customer will be considered in arrears with payments. The legal provisions relating to deferred payments will apply, and SOMERCOM SRL reserves the right to demand payment from the Customer for overdue interest at the rate established by Legislative Decree No. 231/02.

6.4. Failure to pay or delays in payments exceeding thirty days shall give SOMERCOM SRL the right to suspend the delivery of products and terminate each individual sale/contract signed. The suspension of product delivery or the termination of the contract shall not entitle the Customer to claim any compensation for damages.

6.5. SOMERCOM SRL shall have the right to suspend or keep suspended deliveries and services in the event that it becomes aware of circumstances that are absolutely harmful to its reputation due to credit issues of the Customer that could jeopardize the payments of the suspended amounts and compromise the proper execution of the order or contract concluded between the parties.

6.6. Any complaint regarding the Products and/or their

delivery shall not in any case justify the delay or suspension of payment.

7. TRANSPORT:

In the event that SOMERCOM SRL is requested to handle the transport of the Product, SOMERCOM SRL will choose the means of transport it deems most appropriate in the absence of specific instructions from the Customer.

8. NON-COMPLIANCE AND CLAIM

8.1. The quality of the Products will be defined by the specifications provided by the Customer to SOMERCOM SRL and vice versa. Any deviation from the provided specifications will constitute the basis for evaluating any defects that the Customer may encounter. If the Customer has not provided any specifications, the defect of a Product shall be determined in accordance with the provisions of the Civil Code. No complaints may be made if the supplied Product shows minimal deviations from what has been agreed upon in writing and if such deviations do not prevent the use of the product.

8.2. Any non-conformity of the Products delivered to the Customer compared to the type and quantity indicated in the order/contract must be reported in writing to SOMERCOM SRL within 5 (five) days from the date of delivery. If the complaint is not communicated within the aforementioned term, the delivered products will be considered compliant with those ordered by the Customer.

8.3. A prerequisite for filing a complaint for a defective product is the inspection of the same after its delivery. The Customer must notify SOMERCOM SRL in writing of the presence of defects within 5 (five) days from the delivery of the Products.

8.4. The Customer may request the “repair” or replacement of a defective product with another product free from defects. If the Customer does not indicate the option they intend to choose, SOMERCOM SRL will establish a deadline by which the Customer must communicate the chosen option. If, upon expiry of the deadline set by SOMERCOM SRL, the Customer still has not made a decision, SOMERCOM SRL will decide which option to adopt.

8.5. The Customer must allow SOMERCOM SRL the necessary time to inspect the product subject to the complaint. If SOMERCOM SRL finds the actual defect in the product, the costs arising from the inspection and the necessary accessory activities for the replacement of the defective product, such as transport costs, labor, and the cost of the product itself, shall be borne by SOMERCOM SRL.

8.6. In the event of product replacement, the Customer must, at SOMERCOM SRL’s request, return the defective product in accordance with the provisions of the law.

8.7. SOMERCOM SRL has the right to condition the acceptance of a complaint on the payment by the Customer for the product itself that is the subject of the complaint. The Customer, however, has the right to deduct from the amount due to SOMERCOM SRL the portion of the amount directly attributable to the defect.

8.8. In urgent cases and in the event of a serious defect that poses a risk to operational safety or aims to prevent disproportionate damage, the Customer shall have the right to request the removal of the defect and reimbursement of objectively necessary expenses incurred to avoid the occurrence of damage. If the Customer decides to remedy the damage personally, they must immediately notify SOMERCOM SRL, in advance of the remedy action, of this decision. However, SOMERCOM SRL reserves the right to refuse the Customer such performance in accordance with the provisions of law.

8.9. Customer complaints requesting reimbursement or compensation for unnecessary damages or expenses will only be accepted in relation to what is established in the following paragraph 9. LIABILITY; otherwise, they will not be considered.

9. LIABILITY

9.1. Without prejudice to what is indicated in the previous paragraphs, and except in the case of willful misconduct or gross negligence, SOMERCOM SRL shall not be liable for indirect or consequential damages of any nature, including, by way of example, significant losses from the Customer’s inactivity or lost profits by the Customer.

9.2. SOMERCOM SRL shall be liable, in accordance with the provisions of law, for any complaint presented by the Customer requesting compensation for serious damages involving premeditation or negligence, including serious damages that may have been caused by the manufacturer (from time to time).

9.3. In the event that SOMERCOM SRL cannot be held liable for breach of contract due to premeditation, the compensation for damage shall be limited to that of a typical and foreseeable damage.

9.4. SOMERCOM SRL shall be deemed liable in accordance with the provisions of law for culpable violation of essential duties established in the concluded contract if the violation jeopardizes the purpose of the contract.

9.5. SOMERCOM SRL remains liable for damages that have caused permanent health damage or death.

10. PLACE OF PERFORMANCE AND RISK TRANSFER

10.1. The place of performance of the sales confirmation/contract by SOMERCOM SRL shall be the Customer’s facility, at the address communicated by the Customer to SOMERCOM SRL and indicated in the order. The risk transfer from SOMERCOM SRL to the Customer shall occur at the moment of unloading the product from the transport vehicle.

11. WARRANTY

11.1. The warranty shall be for one year from the time of risk transfer. The legal responsibilities related to paragraph 9 of these general terms and conditions of sale shall remain unchanged, as well as the obligations related to payment and delivery terms.

11.2. The warranty will not cover any defects found in the products due to:

i. Negligent or improper use of the same;
ii. Non-compliance with SOMERCOM SRL’s instructions regarding the storage of products;

iii. Changes made by the Customer or third parties without the prior written authorization of SOMERCOM SRL.

11.3. Provided that the Customer’s complaint is covered by warranty and notified within the terms established in paragraph 8.2 above, SOMERCOM SRL undertakes, at its discretion, to replace or repair the defective product.

11.4. In any case, the Customer cannot assert warranty rights against SOMERCOM SRL if the price of the product has not been paid under the agreed conditions and terms, even if the failure to pay the price under the agreed conditions and terms refers to a product different from that for which the Customer intends to assert the warranty.

12. OWNERSHIP RIGHT

12.1. SOMERCOM SRL reserves ownership of the products until it receives all payments related to the sales confirmation/contract in force with the Customer.

12.2. In the event of breach of the sales confirmation/contract due to the Customer’s fault, specifically for delayed payment, SOMERCOM SRL shall have the right to terminate the sales confirmation/contract in accordance with the provisions of law and request the release of the products based on the right of ownership and termination. If the Customer is unable to pay the purchase price, SOMERCOM SRL may confirm its ownership right or request termination of the sales confirmation/contract if the Customer has not met the deadline agreed with SOMERCOM SRL for payment of the amounts due.

12.3. The Customer shall have the right to resell the product through a regular business transaction; however, they shall transfer to SOMERCOM SRL the amount collected from their Customers or third parties up to the total amount of the invoice – including VAT – related to the debt with SOMERCOM SRL, regardless of whether the product has been resold without or after processing. SOMERCOM SRL will accept the assignment.

12.4. After the termination of the sales confirmation/contract, SOMERCOM SRL shall be entitled to request the selling price of the products delivered to the Customer and not paid by them. If the proceeds are higher than the amount due from the Customer to SOMERCOM SRL, the difference in proceeds shall remain with the Customer.

12.5. The Customer shall be authorized to collect sums paid by their customers or third parties even after the assignment of the credit to SOMERCOM SRL. SOMERCOM SRL’s authorization to collect what is due shall remain unchanged. However, SOMERCOM SRL undertakes not to collect directly from customers or third parties the amounts owed to it by the Customer, as long as the Customer is in compliance with the payment terms arising from the proceeds of sales; thus, they are not in arrears with payments and in particular, no insolvency proceedings have been initiated against them. If this is the case, SOMERCOM SRL may request the Customer to transfer the credits held by the Customer against their debtors and all necessary information for collection as well as all relevant documents. SOMERCOM SRL will then notify the debtors (third parties) of the assignment of the credit in its favor by the Customer.

13. CONCLUSION OF THE SALES CONFIRMATION/CONTRACT

13.1. The issuance of the order for the requested products represents the Customer’s acceptance of a sales confirmation/contract with which they commit to purchase the products subject to the issued order.

13.2. The sales confirmation/contract shall be considered concluded if SOMERCOM SRL cannot fulfill the supply of products because it itself does not receive the products to be supplied; if this occurs, SOMERCOM SRL shall not be obliged to comply with the sales confirmation/contract. It may instead proceed with a partial fulfillment of the products subject to the sales confirmation/contract. The conclusion of the sales confirmation/contract will be applicable only in the event that SOMERCOM SRL is not responsible for the failure to deliver. In this case, SOMERCOM SRL shall immediately notify its Customer of the unavailability or partial availability of the product subject to the sales confirmation/contract and promptly return to the Customer any sums received in advance.

14. TERMINATION</ strong>

14.1. SOMERCOM SRL reserves the right to terminate or end sales confirmations/contracts involving ongoing obligations in the event that it becomes aware of objective occurrences not detectable at the time of signing the sales confirmation/contract. An objective occurrence that may lead to the termination of the existing sales confirmation/contract may be false information concerning the Customer’s credit line, or a change in ownership of the purchasing company that seriously undermines the interests of SOMERCOM SRL, as well as insolvency proceedings that have been initiated against the Customer, or the occurrence of other events that jeopardize the requests for payment of amounts due to SOMERCOM SRL due to the Customer’s lack of solvency.

14.2. SOMERCOM SRL shall in any case have the right to terminate, for the effects of the Italian Civil Code, at any time, by sending written notice to the Customer, the individual sale in case of breach of the obligations provided for in paragraphs 4 (product prices); 6 (payment terms); 12 (ownership right).

14.3. SOMERCOM SRL shall have the right to suspend the performance of obligations arising from the sale of products based on Article 1461 of the Italian Civil Code in the event that the Customer’s financial conditions become such as to seriously endanger the achievement of the counter-performance, unless suitable guarantees are provided.

15. LEGAL DOMICILE, APPLICABLE LAW, AND JURISDICTION

15.1. For any dispute arising in relation to this sales confirmation/contract or its validity, the parties agree that the legal seat of SOMERCOM SRL shall be considered the only jurisdiction.

15.2. The general terms and conditions of sale and each individual sale shall be governed and interpreted in accordance with the laws of the Republic of Italy, excluding the Vienna Sales Convention of 1980 on the international sale of movable goods.

15.3. All disputes arising from or related to these general terms and conditions of sale and any individual sale shall be subject to the exclusive jurisdiction of the Court of Catania.

15.4. Unless otherwise agreed in the previous paragraph 14.3, SOMERCOM SRL reserves the right, when initiating legal action, as the plaintiff, to initiate such action in the Customer’s place of residence.