General Terms and Conditions of Sale

1. Scope of Application

These General Terms and Conditions of Sale ("Conditions") apply to any agreement, contract or order between Serravalle Copper Tubes S.r.l. ("SCT") and the entity ("Customer") that requests any product or service ("Products"). Unless otherwise agreed between SCT and the Customer, these Conditions cancel any other previous agreements or conditions, whether written or verbal.

2. Orders

SCT's offers are understood to be without commitment and all orders, even if concluded by agents or representatives, cannot be considered final, except after regular written acceptance by SCT.

3. Prices and Payments

Unless otherwise agreed in writing, the prices of supplies are net, excluding VAT or any other tax, charge or levy, which will be charged subsequently on the invoice. Payment of invoices must be made, according to the methods and timing indicated in the order confirmation, to the bank account indicated in writing by SCT; payment is understood to be executed only when the relative amount is credited to such bank account. After the established deadline and in case of even partial delay in payments, SCT will have the right to charge interest on any pending amount. SCT may also choose to consider the sale resolved, suspend or cancel the execution or shipment of the remaining orders in progress, without the Customer being able to advance claims for compensation and indemnities or reserves in this regard, or demand advance payment of the remaining supplies to balance. The presentation of a complaint by the Customer does not give the same the right to interrupt payments or deduct any amount from them.

4. Reservation of Ownership

Until full payment, the Products remain the property of SCT, being sold under a suspensive condition of the transfer of ownership upon payment of the relative invoices. Failure or delayed payment of the Products gives SCT the right to recover them at any time.

5. Delivery Terms

The agreed terms for deliveries are not binding. Any delay cannot give rise, on the part of the Customer, to cancellation of the order, nor to any claim for refund of damages or interest. In any case, the start of the delivery terms will begin after the order has been clarified and perfected in all its parts with SCT's confirmation. SCT has the right to extend the delivery term or to suspend the delivery of the Products subject to supply, at its sole discretion:

• when the Customer does not respect the agreed payment conditions or delays the fulfillment of its contractual obligations, also relating to previous relationships with SCT;
• in case of force majeure or in the presence of any other event not dependent on a cause attributable to SCT or its suppliers;
• when changes have been made to the order, even if accepted by SCT;
• in case of difficulty in the supply of raw materials.

In the aforementioned cases, delays in deliveries will not result in changes to payment terms.

6. Transport and Packaging

Unless otherwise agreed in writing, the Products will be delivered in accordance with the Incoterms Ex-Works (EXW) rule, latest version. In any case, the transport of the Products is at the Customer's risk. SCT is not responsible for any claim for lack of weight and/or for damage that may have occurred during transport or at the time of unloading; the carriers will be responsible for such eventualities, to whom the Customer, before picking up the goods, must carry out all the necessary procedures. The foregoing also applies to shipments made by sea, therefore any dispute by the Customer must be made to the shipping company and/or the insurance company. Packaging, if required, will be invoiced at cost price and will not be accepted for return without prior agreement.

7. Inspections and Tests

Inspections and tests relating to the Products, if required, must be carried out at the Customer's expense at SCT facilities, before shipment. After fifteen days from the notification of the preparation of the ordered Products without the inspections and tests having been at least started, SCT will consider that the Customer has tacitly renounced them and will proceed with the shipment.

8. Exclusion of Liability for Use and Installation of Products

It is the Customer's responsibility to ensure that the Products are suitable for the intended use and their installation and, furthermore, that they comply with the laws and regulations applicable in the place where the Customer intends to use them. The use and installation of the Products take place outside the sphere of control of SCT and are therefore the exclusive responsibility of the Customer, with the specific exclusion of any and all liability on the part of SCT.

9. Quality of Products

Any information relating to the Products has mere descriptive value and does not have legal effect as a guarantee of quality and durability, unless a specific guarantee has been accepted, explicitly and in writing, relating to such properties of the Products. If, at the time of transfer of risk to the Customer, the Products are not covered by a guarantee, the Customer's rights will be those expressly recognized by applicable legal provisions. In no case can a property of the Products be guaranteed if it is not identifiable, as the Products are mixed or united with other substances or objects. Public statements, sales presentations and advertising do not represent a guarantee on the quality and characteristics of the Products.

10. Warranty

Any defects in materials, defects, errors, differences in dimensions exceeding normal manufacturing tolerances that are revealed after shipment cannot oblige SCT except to the simple replacement of defective Products in the shortest time possible, without right to refund of damages of any kind. Defective Products and/or those with incorrect measurements must be returned by the Customer at their own expense to the plant of origin and, after receipt and verification, will be credited at the invoice price for the quantity returned. The evaluation regarding the applicability of the warranty is left to the exclusive judgment of SCT, after receipt of a complaint within the terms provided for in these Conditions.

11. Complaints

Any complaints by the Customer regarding the Products supplied must be sent in writing to SCT, under penalty of forfeiture, within 8 days of the date of delivery. In case of hidden defects, complaints must be sent within 8 days of discovery, in any case within the legal warranty period. Complaints must be detailed and documented. The Customer must allow SCT to verify the Products subject to complaint at the Customer or at SCT facilities. In case of non-compliance with the terms indicated above, the Customer will lose any right to complain.

12. Limitation of Liability

SCT will not be liable for indirect, consequential, incidental or special damages, including but not limited to loss of profits, loss of use, loss of data or replacement costs, arising from or in connection with the Products, regardless of the legal theory on which the claim is based, even if SCT has been notified of the possibility of such damages.

13. Price Variation

SCT reserves the right to vary the prices of the Products at any time before delivery, should there be variations in production costs, raw material costs, transport costs or the evolution, not attributable to it, of external costs that are determining for the calculation of the price. By way of example only, increases in costs related to the purchase of raw materials (e.g. transport or packaging), energy (e.g. electricity or gas), the application of regulations by public authorities (e.g. taxes, environmental taxes, market regulations such as minimum prices) or force majeure causes (e.g. pandemics, epidemics, wars, riots, strikes), which result in a changed cost situation, may determine a variation in the price of the Products.

14. Force Majeure

Any strikes, wars, epidemics, pandemics, lack or deficiency of wagons or freight, railway interruptions, scarcity of materials, machinery failures as well as any other cause that may oblige SCT to partial or total shutdown of work in SCT workshops, must be understood as cases of force majeure that authorize the suspension of the execution of contracts in progress.

15. Confidentiality

SCT and the Customer will treat with the utmost confidentiality all documents, data and any technical or commercial information disclosed, committing not to share their content with third parties and to use them only for purposes directly or indirectly connected to sales agreements. All cases in which the disclosure or use of documents or information is authorized with prior written consent are reserved.

16. Principles of Conduct and Organizational Model ex Legislative Decree 231/2001

The signing of the order also implies unreserved acceptance by the Customer of the principles of conduct adopted by SCT, also through the adoption of the KME Code of Conduct and its own Organizational Model ex Legislative Decree 231/2001, published on the website www.sctubes.com.

17. Protection of Personal Data

With the transmission of the order, the Customer expressly confirms that they have read the information sheet relating to the processing of personal data pursuant to EU Regulation 679/2016, published on the website www.sctubes.com.

18. Null Clauses

In the event that one or more clauses of these Conditions prove to be ineffective or contrary to mandatory legal provisions for any reason, the ineffectiveness or contrariety to such provisions will not extend to the other provisions of these Conditions.

19. Applicable Law. Competent Court

Any dispute or legal dispute relating to these Conditions and/or sales agreements, even if with subjects not of Italian nationality and/or for goods supplied abroad, will be governed by current Italian legislation and subject to the judicial competence of the Court of Alessandria, the Customer not being able to appeal to other authorities of another place. SCT however reserves the right – exercising an action as plaintiff – to bring such action in the place where the Customer is based, in Italy or abroad.

20. Acceptance of General Terms and Conditions of Sale

These Conditions, available on the website www.sctubes.com, are understood to be recognized and accepted without any reservation by the Customer with the placing of the order in any form, with particular exclusion of any other general or particular condition placed by the same.

Last update: February 2023