GENERAL TERMS AND CONDITIONS OF SALE FOR BLAST CHILLERS AND STORAGE UNITS FOR PROFESSIONAL USE

1.SCOPE OF THE GENERAL TERMS AND CONDITIONS

1.1 The provisions set out in these General Terms and Conditions of Sale ("GTC" or "General Terms and Conditions") shall apply to all purchase orders ("Orders") - and to the related contracts concluded based on the agreement between the Parties concerning an Order - regarding the sale of Products ( the "Products"), specifically equipment such as blast chillers and storage units available on the website www.irinoxprofessional.com (the "Equipment"), along with related spare parts, accessories, and consumables ("Spare Parts, Accessories, and Consumables"), by Irinox S.p.A., headquartered in Conegliano (Treviso, Italy), Via Caduti nei Lager 1 - 31015, Tax Code and VAT No. 02152370264, email: irinox@irinox.com, PEC: irinoxspa@legalmail.it (hereinafter "Irinox" or the "Seller") to the customer ("Customer" or the "Purchaser" and, jointly with Irinox, the "Parties").

1.2 The General Terms and Conditions, in the version in force at the time an Order is placed, form an integral and substantial part of the Order to which they relate and are intended to set the general terms and conditions that will govern the contract concluded between the Parties through the acceptance of an Order.

1.3 The application of these GTC entails the inapplicability of any general terms and conditions of supply proposed and/or normally applied by the Purchaser. The Purchaser accordingly waives its right to demand the application of its own conditions, if any, and unconditionally accepts these GTC.

1.4 Conditions in letters, contracts or other materials of the Purchaser will accordingly have no effect with regard to Irinox unless expressly accepted in writing by Irinox with express reference to the derogation from these GTC.

1.5 Irinox is free to amend these GTC, effective for all Orders placed after the new version has been communicated to the Purchaser.

2. PURCHASE ORDER

2.1 Equipment

2.1.1 Each Equipment Order must be submitted to Irinox in writing: (i) by email to Customer Service (customer@irinox.com); or (ii) through an agent or representative of Irinox.

2.1.2 The Order Confirmation for Equipment by Irinox may be provided in writing (via email) within 10 business days from the date the final Order is sent by the Purchaser, complete with all necessary information and the relevant forms and documentation.

2.1.3 If the Equipment Order Confirmation contains one or more changes compared to the Order received from the Purchaser (regarding, for example, the quantity and/or characteristics of the Products and/or delivery times), it will be considered a new Order proposal and will be deemed accepted by the Purchaser unless disputed within 48 hours of receipt.

2.1.4 Any obligation and/or condition agreed upon or otherwise proposed by agents or representatives of Irinox will have no effect unless reproduced in writing in the text of an Equipment Order accepted by Irinox.

2.2 Spare Parts, Accessories, and Consumables

2.2.1 Each Order for Spare Parts, Accessories, and Consumables must be sent to Irinox in writing via email to the Service department (service@irinox.com).

2.2.2 The Order Confirmation for Spare Parts, Accessories, and Consumables by Irinox must be provided in writing (via email) within 10 business days from the date the Order is sent by the Purchaser, complete with all necessary information and the relevant forms and documentation.However, for orders requiring additional technical information and/or specific design prior to sending the Order Confirmation, Irinox reserves the right to send the Order Confirmation within 15 working days of receipt of such additional information from the Purchaser.

2.2.3 If the Order Confirmation for Spare Parts, Accessories, and Consumables contains one or more changes compared to the Order received from the Purchaser (regarding, for example, the quantity and/or characteristics of the Products and/or delivery times), it will be considered a new Order proposal and will be deemed accepted by the Purchaser unless disputed within 24 hours of receipt.

2.2.4 Spare Parts, Accessories, and Consumables are subject to the controls imposed by Regulation (EU) 2021/821 on dual-use items.The completion of the aforementioned control by the Seller may require several days.

If such compliance confirms the prohibition of the sale of the spare part requested by the Purchaser, the Seller will not proceed with the sale and the related export of the spare part, even if the Order Confirmation has already been sent to the Buyer.

2.3 Common Provisions

2.3.1 Once the Order is submitted, the Purchaser may not revoke it unless it is not accepted by Irinox within the specified timeframe outlined in Articles 2.1.2 for Equipment and 2.2.2 for Spare Parts, Accessories, and Consumables.

2.3.2 Irinox will in any case have the right to refuse, at its sole discretion, acceptance of an Order; each Order submitted to Irinox will accordingly only become binding on Irinox when the Purchaser receives notice of acceptance of the Order (hereinafter also "Order Confirmation") from Irinox.

2.3.3 The place of conclusion of the contract, also in the case of contracts concluded by remotely transmitted means, will always be the seat of the Seller.

2.3.4 If, after the acceptance of an Order, a request for change of the Order (concerning, for example, the technical characteristics of a Product) is received from the Purchaser, acceptance or rejection of the change request will be at the sole discretion of Irinox, which may in any case make acceptance of the proposed modifications conditional on the Purchaser's acceptance of new delivery terms and/or an adjustment of the price.

2.3.5 By placing an Order, the Purchaser declares they act as a "professional" under Article 3, paragraph 1, letter c) of Legislative Decree 6 September 2005, No. 20. This qualification is held by the natural or legal person acting in the exercise of his entrepreneurial, commercial, craft or professional activity, or by his intermediary.

3.DELIVERY

3.1 Equipment

3.1.1 Irinox will deliver the Equipment, unless otherwise agreed by the Parties, on an FCA ( Free Carrier) basis at Irinox’s facility in Vittorio Veneto (TV), Italy, Viale Mattei No. 20, CAP 31029, in accordance with Incoterms 2020.

Alternatively, the Parties may agree on delivery on a DAP ( Delivered at Place) basis under Incoterms 2020, with transportation and customs costs (if applicable) invoiced to the Customer. Delivery will occur at the location specified in the Order, accompanied by a transport document (DDT) indicating the Order number, details of the Parties, details of the transport company, and information about the type and quantity of the Equipment (including identification codes).

Different delivery terms must be authorised in writing by Irinox. Specifically, any changes to the agreed delivery date must be communicated to Irinox in writing via email to Customer Service (customer@irinox.com) within a reasonable period from the Order submission and must be expressly approved by Irinox.

3.1.2 When delivery is agreed on an FCA basis, under Article 1693 of the Italian Civil Code, the transport company (the "Carrier") appointed by the Purchaser is responsible for the loss or damage to the Equipment from the moment it is loaded onto the transport vehicle by Irinox, provided it is appropriately packaged, until delivery to the Purchaser, unless there is evidence of causes beyond his control. The Carrier must inspect the condition of the packaging at the time of loading. If the packaging is deemed inadequate or shows signs of visible damage, the Carrier must note these defects on the DDT and provide evidence of the inspection. In cases of defective packaging, the Carrier must carry out external checks on the container and, if necessary and under specific circumstances, obtain information about the methods and materials used to safeguard the package’s integrity, as well as oversee the loading process.It is the Purchaser's responsibility to ensure their chosen Carrier agrees to these procedures, ensuring proper handling during loading and transportation.

3.1.3 If the Parties agree to DAP delivery, the Purchaser must carefully and promptly inspect the delivered Equipment and verify the quantity of goods received.If the packaging is damaged, wet or otherwise altered, even in the sealing materials, the Purchaser will not accept the goods or will accept the goods expressly as "goods unchecked". In any case, the Purchaser is required to promptly provide written notification to the Seller via email, explaining the reasons for accepting with reservation. Inspection of the goods must be carried out within three days of their arrival at the destination. In the event of non-compliance, Irinox reserves the right to charge part or all of the value of the units sent as replacements for damaged units.

3.2 Spare Parts, Accessories, and Consumables

3.2.1 Irinox will deliver Spare Parts, Accessories, and Consumables, unless otherwise agreed, on a DAP ( Delivered at Place) basis under Incoterms 2020, with transportation and customs costs (if applicable) invoiced to the Customer. Delivery will occur at the location specified in the Order, accompanied by a transport document (DDT) indicating the Order number, details of the Parties, details of the transport company (the "Carrier"), and information about the type and quantity of Spare Parts, Accessories, and Consumables (including identification codes).

Different delivery terms must be authorised in writing by Irinox. Any changes to the agreed delivery date must be communicated to Irinox in writing via email to the Service department (service@irinox.com) within a reasonable period from the Order submission and must be expressly approved by Irinox.

3.2.2 The Purchaser must diligently and promptly check the delivered Spare Parts, Accessories, and Consumables and verify the quantity of goods received. If the packaging is damaged, wet or otherwise altered, even in the sealing materials, the Purchaser will not accept the goods or will accept the goods expressly as "goods unchecked". In any case, the Purchaser is required to promptly provide written notification to the Seller via email, explaining the reasons for accepting with reservation.Inspection of the goods must be carried out within three days of their arrival at the destination.In the event of non-compliance, Irinox reserves the right to charge part or all of the value of the units sent as replacements for damaged units.

3.3 Common Provisions

3.3.1 Delivery obligations are fulfilled by transferring the material availability or control of the Equipment and/or Spare Parts, Accessories, and Consumables to the Purchaser or a third party designated by the Purchaser.

3.3.2 The delivery timeline for the Equipment and/or Spare Parts, Accessories, and Consumables is specified in the Order Confirmation.

3.3.3 Irinox undertakes to do everything within its power to respect the delivery times indicated; these, in any case, cannot be understood as peremptory terms and must accordingly be understood as an indicative forecast. Any delays in the delivery of the Products will accordingly under no circumstances give rise to the payment of penalties, compensation for damages or termination, even partial, of the contract.

3.3.4 In the event that the Purchaser delays in accepting delivery of the Products with respect to the agreed term, they may be stored at Irinox's discretion, also with third parties, at the Purchaser's risk and expense. For storage in Irinox’s facilities, a storage fee of 2.5% of the sale price of the Product will be charged to the Purchaser per month of storage (or part of the month) from the date the Product is ready. If the Product is stored with third parties, the Purchaser will be charged the storage fees incurred by Irinox. Should the delay in delivery exceed three months, without prejudice to compensation for the damage suffered by Irinox, the contract will be considered terminated by the Purchaser pursuant to Article 1456 of the Italian Civil Code.

3.3.5 Delivery terms for the Equipment and/or Spare Parts, Accessories, and Consumables are agreed between the Parties at the time of the Order Confirmation. At this stage, the Purchaser may decide whether to insure the Product against transport damage. The logistics service quotation will depend on the agreed terms, the type of transport used, and the time of the Order Confirmation.

3.3.6 Ownership of the Product object of the Order is transferred to the Purchaser upon the mutual consent of the Parties as indicated in the Order Confirmation pursuant to Article 1376 of the Italian Civil Code, unless otherwise agreed between the Parties.

Alternatively, if expressly agreed between the Parties and indicated in the Order Confirmation, the Product delivered by Irinox will remain the property of Irinox pursuant to Articles 1523 et seq. of the Italian Civil Code until the full payment of the purchase price by the Purchaser. In this regard, the Purchaser must notify Irinox, by registered letter with acknowledgement of receipt, within 24 hours of any enforcement or precautionary measure executed by third parties on the Product, until full payment has been made. The Purchaser remains, in any event, liable to Irinox for any expenses and damages to which the latter is liable as a result of such acts. The Purchaser is also required to notify, by registered letter, the owner of the premises where the Product will be installed, and prior to its installation, of the existence of the reserved domain pact in favour of Irinox, a copy of the communication must be sent to Irinox for information. The Purchaser will, at its own expense, complete all formalities (e.g. registration in special registers) required in the country of destination of the goods for the application and enforceability of this retention of title clause against third parties.

4.PRODUCT SPECIFICS

4.1 The Seller reserves the right to make any changes and/or variations to its Products, at any time and without altering their essential characteristics, that it deems necessary or appropriate, without this entitling the Purchaser to any right whatsoever.

4.2 Data, including Product prices for both Equipment and Spare Parts, Accessories, and Consumables, along with illustrations found in catalogues, brochures, circulars, price lists, offers, marketing materials, web pages, or other promotional documents, are indicative and subject to inaccuracies or typographical errors. Such information is non-binding unless expressly specified as binding in the Order Confirmation.

5. PRICE AND PAYMENT

5.1 All payments will be made on the basis of the prices, terms and conditions agreed in the Order. Payments are due within the agreed term even in cases of delayed delivery of the Products.

5.2 Equipment prices include standard packaging but exclude value-added tax (VAT) or any analogous taxes applicable in the country where the Purchaser is based. If VAT is due in the country where the Purchaser has its registered office, it will be indicated separately on the invoice and will be paid by the Purchaser.

5.3 The prices of Spare Parts, Accessories, and Consumables do not include standard packaging, the cost of which will be charged separately depending on the type. These prices also exclude VAT or any similar taxes applicable in the Buyer’s country. If VAT is applicable in that country, it will be separately indicated on the invoice and must be paid by the Purchaser.

5.4 All Product prices, whether for Equipment or Spare Parts, Accessories, and Consumables, are expressed in euros.

5.5 If the Parties have agreed prepayment without further specification, prepayment will be deemed to refer to the entire price. Unless otherwise agreed, payment in advance will be credited to the Seller's account at the time the Order is placed. The advance will be non-interest bearing and will be promptly returned to the Purchaser if the relevant Order is not confirmed by the Seller.

5.6 In the event of late payment, the Purchaser will pay default interest pursuant to Legislative Decree No. 231 of 9 October 2002 from the date of default to the date of settlement.

5.7 The Purchaser undertakes to interconnect the Equipment at the time of installation and to perform the necessary software updates regularly on already interconnected Equipment to ensure their proper functioning.Updates are available via Irinox's technical portal, Aftersalestools. When possible, and where adequate connectivity is available, such updates may be performed remotely by Irinox. However, the Purchaser must verify the successful execution of the update and perform updates personally if Irinox cannot do so remotely.

To ensure proper Equipment connectivity, the Purchaser undertakes to:

• Provide all necessary means to ensure optimal connectivity of the Equipment, such as an adequate internet network and an appropriate Wi-Fi service;
• Connect the Equipment at the time of installation;
• Promptly perform software updates as communicated by the Seller for the purchased Equipment;
• Perform these updates diligently and in accordance with the Seller's instructions.

If the Purchaser is a distributor reselling the Equipment to third parties, they undertake to ensure the connection of the Equipment via qualified technical personnel or authorised Technical Assistance Centres (CATs) approved by Irinox, at their own expense.

6. WARRANTIES AND COMPLAINTS

6.1 Legal Warranty

6.1.1 Under Articles 1490 et seq. of the Italian Civil Code, Irinox guarantees that the Products are free from defects that render them unsuitable for their intended use or significantly reduce their value.

6.1.2 No warranty is due if at the time of the contract the Purchaser knew of the defects in the goods; likewise, no warranty is due if the defects were easily recognisable, unless, in this case, the Seller has declared that the goods were free of defects.For used goods, the Seller provides to the Purchaser a test report post-revision of the machine, including photographs highlighting any defects (e.g., scratches, dents). By accepting the offer, the Purchaser acknowledges and accepts the reported defects.

6.1.3 The warranty runs from the date of delivery, or the transfer to the Purchaser, or to a third party designated by the Purchaser, of the material availability or otherwise of control of the Products. This warranty period is 12 months for all Products and applies to all components of the Equipment except as stated in Article 6.1.4.

6.1.4 The warranty does not cover defects resulting from normal wear and tear. Excluded from the warranty are the replacement and/or restoration of parts, components and materials subject to degradation, progressive consumption or deterioration in the course of their natural function, as well as defects resulting from failure to maintain, clean, replace or restore such elements. Items such as aesthetic components, door seals, hinges, condenser filters, handles, closing mechanisms, relays, contactors, capacitors, and fuses are excluded, unless defects are detected during installation and testing.

6.1.5 The warranty excludes transport-related damage when the Purchaser is responsible for transport. In such cases, the Purchaser must inspect the delivered Products, as outlined in Articles 3.1.3 and 3.2.2.

6.1.6 The warranty does not cover defects caused by improper use of the Product, including use not in accordance with the intended purpose or with the manufacturer's instructions, or defects resulting from installation not in accordance with the technical specifications or with the instructions contained in the use and maintenance manuals and installation manuals, if any. Likewise, the warranty does not apply if spare parts are used that are not original or not authorised by the Seller. The warranty does not apply to defects or malfunctions attributable to failure to update the Equipment to the latest software version available on the Irinox Aftersalestools technical portal, as provided for in Art.5.7.

6.1.7 Any complaints relating to so-called apparent defects, such as, by way of example, those referring to the external characteristics of the Products themselves must be communicated to Irinox, under penalty of forfeiture, within 8 days of receipt of the Products (days being understood to be working days).In any case, the Purchaser is required to produce to Irinox appropriate photographic documentation of the damaged Products. The Purchaser also has the right to return Products with so-called apparent defects to Irinox with transport at its own expense and duly provided with suitable packaging to preserve their contents.

6.1.8 Any complaints relating to all other defects that cannot be detected by diligent inspection on receipt (so-called hidden defects) must be communicated to Irinox, under penalty of forfeiture, within 8 days from the date of discovery of the defect by the Purchaser (days are understood to be working days) and, in any case, no later than the warranty term referred to in Article 6.1.3 above.

6.1.9 The communication must be made in writing, clearly specifying the defective Product, its serial number, the delivery date of the Product (Article 6.1.3), the installation and testing report, and the nature of the defect, supported by appropriate photographic documentation.

6.1.10 If a Product is defective and the Purchaser has notified Irinox in accordance with the provisions of this Article 6.1, Irinox, if it ascertains the actual presence of a defect covered by the warranty, will notify the Purchaser and remedy the defect as soon as possible. In the event of defects, the Purchaser may, at its option, demand the termination of the contract or a reduction of the price, unless, for certain defects, standard practice excludes termination. The choice is irrevocable when it is made with the court application. If the delivered thing has perished as a consequence of defects, the Purchaser is entitled to rescission of the contract; if, on the other hand, it has perished by accident or fault of the Purchaser, or if the Purchaser has alienated or transformed it, the Purchaser may only demand a reduction of the price.

Additionally, the Seller may address the defect by providing replacement parts under warranty without any transport cost or, at their discretion, replacing the defective Product with one free from defects. Labour costs for installing the replacement, as well as any customs duties, shall always remain the responsibility of the Purchaser.

6.1.11 Pursuant to Article 1462 of the Italian Civil Code, no claim concerning the quality of the Products may be asserted, not even by way of exception, unless the full amount payable by the Purchaser has been paid in accordance with the agreed terms and conditions.

6.1.12 The Purchaser must provide Irinox with the information specified in Article 6.1.9, particularly details of the identified defect, the serial number, the Product delivery date, and the installation and testing report. If such information is not provided, Irinox will be unable to process the Purchaser's warranty request. In any case, the Purchaser cannot claim the warranty from Irinox if the reported defect arises from failure to comply with the use and maintenance manuals, if any, and/or instructions provided by Irinox, and/or due to improper use, and/or incorrect installation of the Equipment as specified in the installation manual, and/or if non-original spare parts were used.

6.1.13 Except in cases of wilful misconduct or gross negligence by the Seller, any further liability of the Seller, whether contractual or non-contractual, arising in any way from or in relation to the supply of defective Products, including but not limited to liability for direct, indirect, or consequential damages, lost profits, or recall campaigns, etc., is expressly excluded.

6.1.14 Irinox accepts no responsibility for:

• Economic loss, loss of profits, or specific indirect or consequential damages, including, but not limited to, losses or damages resulting from food product spoilage.
• Labour or coverage costs for failures of components or other damage arising from misuse, improper installation, lack of cleaning and/or routine maintenance of the Product as specified in the Equipment manual.
• Repair or replacement of parts that, in Irinox's opinion, have been subjected to alteration, negligence, abuse, accidents, damage during transit or installation, after the date of manufacture.
• Repair or replacement of components damaged due to electrical faults, use of extension cords, low voltage, or voltage drops on the Equipment, or use of non-original spare parts.
• Any damage caused during storage at the Purchaser’s premises.
• Repair or replacement of components or Equipment damaged during transport under the Seller’s responsibility if not promptly reported.
• Any costs associated with labour, ancillary charges, and relocation to the Equipment installation site, as well as any applicable customs duties and/or taxes.

6.1.15 Irinox is not liable in the event of damage, of whatever nature, resulting from the use of the Product in an improper manner and/or not in accordance with the manufacturer's instructions, as well as in the event of damage resulting from unforeseeable circumstances or force majeure.

6.1.16 Irinox is not liable for defects and faults in the goods resulting from inadequate transport under the Purchaser's responsibility, improper storage and maintenance, incorrect installation, fault or negligence on the part of the Purchaser.

6.1.17 The Purchaser undertakes to indemnify and hold Irinox harmless against any damage, claim, liability and/or burden, direct or indirect, including reasonable legal costs, which Irinox may suffer or incur as a result of the Purchaser's breach of its duties or representations under these GTC.

6.1.18 Returns and replacements must always and exclusively be authorised by Irinox. The cost of shipping components and Products to Irinox shall be borne by the Purchaser. In the case of authorised returns or replacements, the Purchaser is required to ensure proper packaging of the Product or component to preserve its integrity and allow Irinox to verify any damage or defects. Failure to comply will result in Irinox applying a surcharge equal to 30% of the price of the Product – Equipment and/or Spare Parts, Accessories, and Consumables, as listed in the price list.

6.1.19 Purchasers purchasing in a professional capacity are not entitled to exercise the right of withdrawal under Articles 52 et seq. of the Consumer Code, as this right is exclusively reserved for consumers, i.e., individuals acting for purposes unrelated to their entrepreneurial, commercial, artisanal, or professional activity.

6.2 Contractual Warranty

6.2.1. Exclusively for new Equipment (excluding used Equipment), Irinox provides a contractual warranty extension beyond the legal warranty period in Article 6.1, for a total duration of 24 months from the date the installation report of the Product is submitted, provided all of the following conditions are met:

• The installation report must be correctly uploaded to Irinox’s Freshcloud® platform within 5 working days of the installation.
• Irinox will not accept the report through any other submission method. Failure to upload the report within this timeframe will make it impossible to activate the contractual warranty.
• The installation report must be fully completed and signed by the Customer, or their authorised delegate, present during the installation. If the signatory is not the Customer’s legal representative, they must be an employee or representative able to act on the Customer's behalf at the time of signing.
• Installation at the final user’s location (hereafter, the "End User") is required to activate the contractual warranty and must take place within the legal warranty period outlined in Art. 6.1.3 (i.e., within 12 months after the delivery of the Product to the Customer). If this timeframe is not met, the right to the contractual warranty will automatically lapse.

6.2.2. If the Purchaser is the End User, they are responsible for completing, signing, and uploading the installation report to the Freshcloud® platform with the assistance of Irinox’s official technical partners. If the Purchaser is a reseller, to benefit from the 24-month contractual warranty, they must ensure that the Product is installed at the End User's site within the legal warranty period (Article 6.1.3). Additionally, they must ensure the report is completed, signed, and uploaded according to the requirements and deadlines outlined in Art. 6.2.1.

6.2.3. For matters not expressly covered by this contractual warranty, the provisions of the legal warranty in Article 6.1 shall apply, including the defect reporting procedures and warranty enforcement processes. All exclusions and limitations of the legal warranty remain in effect, including but not limited to defects caused by normal wear and tear, lack of maintenance, improper use of the Product, incorrect installation, or use of non-original spare parts.

CONFIDENTIALITY AND PRIVACY

7.1 In this Article, "Confidential Information" will mean all information not available to the public of any nature whatsoever (oral, written or in any other form) even if not specifically qualified as "confidential" - including, by way of example and not limited to, all deeds, documents, news, projections, prices, sales techniques, materials, processes, projects drawings, quotations, estimates of a technical, managerial, administrative, economic, marketing, commercial or financial nature, or having the nature of intellectual or industrial property of any kind (including know-how) - relating to one of the Parties, which have been or will be provided by one of the Parties to the other Party, in the context of the conclusion of an Order.

7.2 With reference to Confidential Information, each Party undertakes with regard to the other - expressly assuming the undertaking pursuant to Article 1381 of the Italian Civil Code in respect of persons acting on its behalf – to:

(i) treat the other Party's Confidential Information as strictly confidential and, except as expressly permitted by this Article (pursuant to Article 7.3) or except with the other Party's written consent, not to disclose or divulge by any means the other Party's Confidential Information to any third party;

(ii) take all measures reasonably necessary to preserve the confidential nature of Confidential Information of the other Party;

(iii) use the other Party's Confidential Information only within the limits of - and for the purpose of executing - the contract concluded between the Parties; and

(iv) destroy - at the request of the other Party - at any time the other Party's Confidential Information, including providing written confirmation of such destruction.

7.3 The Customer and/or potential client acknowledges and accepts that Irinox is authorised, free of charge, without time limits, also pursuant to Articles 10 and 320 of the Italian Civil Code and Articles 96 and 97 of Law no. 633 of 22.4.1941, Copyright Law, to publish and/or disseminate, in any form whatsoever, and/or modify the images of projects commissioned by the Customer and/or potential client, confirmed or unconfirmed for which a commercial offer has been sent, and/or technical information.These images may be published and/or disseminated on Irinox’s website and social networks (e.g., Facebook and Instagram), in print media and/or in any other online and offline media of Irinox and/or third parties for the purpose of promoting Irinox and/or the customised Products made and/or that can be made by Irinox.The Customer and/or potential client also authorises the storage of the photos in its computer archives and acknowledges that the purpose of such publications is purely informative and possibly promotional. Irinox undertakes not to include in visual materials, subject to publication and dissemination, relating to commissioned projects, and/or in technical information any direct reference to the Customer and/or potential client itself, unless written authorisation is obtained from the Customer and/or potential client. Irinox also undertakes to modify such references so that they are not identifiable as belonging to individual customers and/or potential customers. In the event that the Customer and/or potential client considers that the publication and/or dissemination and/or change of the Customer's confirmed or unconfirmed commissioned projects and/or technical information may harm him/her, it will notify Irinox without delay. In such an event, Irinox will, as far as possible, remove the material published and/or disseminated and/or modified up to that point and will refrain from its future use, as well as remove it from its archives.

7.4 The confidentiality duty provided for in this Article will not apply where disclosure is required by law or judicial authority, in which case the Party concerned will inform the other Party in advance and, in any event, will not disclose more than is strictly necessary to comply with legal or judicial authority duties.

7.5 The Parties give a mutual undertaking to comply with all duties arising from the legislation on the protection of personal data, in particular: Regulation (EU) 2016/679, any further national or supranational data protection regulations and the provisions issued by the Data Protection Authority ("Applicable Privacy Law").

7.6 Irinox declares that any personal data relating to the Customer and the user, if the latter is a natural person, will be processed by Irinox in accordance with the applicable legislation on the protection of personal data (in particular, the GDPR and the Privacy Code) and the duties arising from the GTC.Personal data will be processed in connection with contractual requirements and the consequent fulfilment of legal, administrative, accounting and contractual duties arising therefrom, as well as for the purpose of protecting one's rights. The provision of data marked as compulsory when filling out the contractual forms, and of data identified as such when collecting further data during the course of the contractual relationship, is necessary and essential for the establishment and management of the contract itself, and no specific consent from the Customer is required for its processing.

7.7 The data will be processed in written form and/or on magnetic, electronic or remotely transmitted media. The data will neither be disclosed nor communicated to third parties, with the exception of any companies carrying out auditing and certification activities, to which Irinox has adhered or is required by law, as well as tax, legal or business consultants, credit institutions, public bodies and administrations or parties legitimated by law to receive such information and to carry out the duties of the contract towards the Customer. Personal data may be disclosed, to the extent strictly necessary according to their respective tasks, to staff specifically authorised by Irinox, and to service providers, including maintenance providers of the IT tools and applications used to support the processing. The data will be processed for the entire duration of the contractual relationship and, after its termination, where necessary for the fulfilment of legal duties, for the time required by tax and civil law or for the protection of rights in court.

The Customer acknowledges that, with regard to personal data processed for the conclusion and execution of contracts under these General Terms and Conditions, the natural person to whom the data refer ("data subject") has the right of access, rectification, restriction, deletion, portability and objection (Articles 15-22 of the GDPR), as well as the right to complain to the Privacy Regulator.

It is the Customer's responsibility to guarantee the lawful use of personal data concerning, by way of example but not limited to, any of its representatives, exponents, employees and collaborators, which are communicated to Irinox for the purposes of the conclusion and execution of contracts under these General Terms and Conditions and, in particular, the correct fulfilment of the duties to inform the persons concerned, with regard to the processing of their personal data for the aforementioned purposes in the terms set out above.

8.INTELLECTUAL PROPERTY RIGHTS

8.1 The Purchaser acknowledges that Irinox is the exclusive owner of the distinctive signs and all other industrial and intellectual property rights on the Products, undertaking not to infringe them in any way. For the purposes of this Article, industrial and intellectual property means, but is not limited to, any right relating to (i) trademarks; (ii) patents; (iii) designs; (iv) trade secrets; (v) know-how; or (vi) copyrights of Irinox.

8.2 The Customer will not have any right, or make any claim, to industrial and intellectual property rights relating to the Products, or to any programs and other intellectual creations of third parties who have granted Irinox rights to use them in connection with the Products. The Customer undertakes to indemnify and hold Irinox harmless from and against any prejudice, damage, compensation, costs, losses or expenses (including legal fees) that it may incur as a result of third party claims, complaints, demands or actions relating to, dependent on and/or connected with an infringement by the Customer of third party intellectual property rights in connection with the use of the Products.

9.TERMINATION AND SUSPENSION OF PERFORMANCE

9.1 Without prejudice to further cases of termination provided for in other Articles of these general conditions, Irinox may terminate the contract by written communication to the Client pursuant to Article 1456 of the Civil Code in cases of breach by the Client of the duties set out in Articles 5.1; 6.17; 7.2; 8.1; 8.2; 10.7; 11.1 and 12.2.Irinox's right to compensation for any damage suffered will in any event remain unaffected.

9.2 The Parties acknowledge that the contract will be terminated pursuant to and for the purposes of Article 1454 of the Italian Civil Code in the event of non-payment by the Purchaser of an invoice within the terms provided for, if such non-fulfilment persists for more than 15 days from receipt of a written letter of formal notice to fulfil on the part of Irinox.

9.3 Irinox will have the right to suspend the fulfilment of its duties arising from the sale of the Products, on the basis of art. 1461 of the Italian Civil Code, in the event that the financial conditions of the Purchaser become such as to undermine the attainment of the counter-performance, unless a suitable warranty is provided.

10.MISCELLANEOUS

10.1 All requests and communications of any kind (such as, purely by way of example: requests for intervention, modifications, spare parts, quotations, etc.) must be made, in writing, directly to the Vendor, by registered letter, by email to the addresses provided to the Purchaser for this purpose. The Seller will have no liability for any unsuccessful enquiries transmitted in a deviating manner, even if through the agents or other personnel of the Seller.

10.2 If the Customer requests a revision of an Article produced according to its own design, it is required to state not only its reference but also the revision index for the new Article requested.

10.3 Unless otherwise expressly accepted in writing, no set-off is permitted between any credits owed by the Purchaser to Irinox and the Purchaser's debts, for whatever reason, arising from, inherent in and/or resulting from the contract of sale.

10.4 The Customer will inform the Seller in the pre-contractual phase of the existence of any special regulations to be observed in the country of final destination of the goods to be supplied.

10.5 The nominal weights and dimensions, however and wherever stated, are approximate.

10.6 The Customer may not assign the contract to a third party without the prior written consent of Irinox.

10.7 Subject to prior notice, Irinox may, at its discretion and at any time, assign or transfer the agreement to companies and/or entities belonging to the group to which Irinox belongs.

11. EXPORT CONTROL CLAUSE

11.1 The Purchaser acknowledges and agrees that the delivery of the Products and the performance of any other duties of Irinox under the Order/Confirmation (hereinafter the "Sale Agreement") will be subject to the condition that such delivery and performance will not be in contravention of any national or international laws or regulations national or international export control laws or regulations or with resolutions or directives of national, supranational (including, but not limited to, EU, UK, OFAC, UN) and executive bodies and/or with restrictive measures established by the European Union United Kingdom, United States of America and/or the United Nations in respect of natural or legal persons or entities in the possession or under the control of the aforementioned persons or entities, or acting directly or indirectly in the name of or on behalf of them (hereinafter jointly referred to as the "Designated Entity(ies)") and/or with restrictive measures affecting in any way, wholly or partially, the supply or delivery of the Products or the payment of the relevant purchase price (hereinafter jointly referred to as the "Export Control Provisions").

11.2 It is agreed that Irinox will be entitled to terminate the aforementioned Sales Agreement, without notice, if this becomes necessary in order to comply with the Export Control Provisions.

11.3 It is understood that Irinox will not be liable to the Purchaser for any breach or non-performance, partial or total, of its duties (including delays in delivery or cancellation of orders or the Sales Agreement) arising out of or in connection with the application of the Export Control Provisions; consequently, the Purchaser will not be entitled to make any claims for damages or other rights on account of Irinox's partial or total breach or non-performance of its duties.

11.4 The Purchaser acknowledges that the export of the Seller's Products outside the customs territory of the European Union and/or to certain entities or destinations may be subject to control by the competent authorities. The Purchaser undertakes to apply all necessary measures to comply with the laws and regulations in force in Italy, the EU, the UK and/or the USA regarding export control and international economic sanctions. In the event that Products supplied by Irinox are exported or re-exported or transferred by the Purchaser, the Purchaser will comply with all applicable Export Control Provisions and will not export, re-export or transfer the Products in question to anyone, directly or indirectly. In any case, the Purchaser represents and warrants that it will not sell, export or transfer, directly or indirectly, the Products to locations in the Russian Federation, Belarus, the Crimea, Sevastopol, Donetsk, Lugansk (Luhans’k) regions, the Donbass region, Kherson and Zaporizhzhia.

11.5 The Purchaser agrees to indemnify and hold the Seller harmless from any claims, liabilities, damages (including reputational damages), losses, costs (including legal fees and expenses) or other detrimental consequences, which may arise from its failure to comply with its duties under this Export Control Clause and/or its breach of the applicable Export Control Provisions in relation to the Products supplied by Irinox. The Purchaser undertakes to ensure that any resale of the Products covered by this Export Control Clause will provide for limitations and duties on its customers identical to those set out in this Clause.

11.6 In the event of termination of the Contract of Sale pursuant to paragraph 11.2 above, Seller will use reasonable efforts to refund to Purchaser any advance payment received prior to termination, if and to the extent permitted by applicable law and/or the Export Control Provisions and their application.

12. COMPLIANCE AND LEGAL RESPONSIBILITY

12.1 The Purchaser acknowledges that Irinox has adopted an Organisation and Management Model pursuant to Article 6 of Legislative Decree no. 231/01 (the "MOD231"). Irinox in the conduct of its business and in the management of its internal and external relations refers to the principles and rules contained in MOD231, available at www.irinox.com and the Purchaser undertakes to act in its relations arising with Irinox in line with those principles and rules.

12.2 The Purchaser undertakes not to commit any of the offences envisaged by Legislative Decree No. 231/01 (the "Offences"), the contents of which he declares to be familiar with, which regulates the direct liability of the entity, for a series of offences committed - in the interest or to the advantage of the entity - by persons performing representative, administrative or management functions for the entity, as well as by persons subject to its management or supervision.

12.3 To this end, Irinox has entrusted its Supervisory Board with the task of monitoring the capacity of the aforementioned Model to prevent the commission of the Offences. The Purchaser also undertakes to provide the Supervisory Board with any reports, even of an unofficial or confidential nature, concerning the potential commission of Offences at the following email address: odv@irinox.com.If the whistleblower wishes to use the whistleblowing channel, it can access the dedicated platform: https://irinox.whistlelink.com through which it is possible to report Offences and other offences under Legislative Decree No. 24/23.The whistleblower, having read the Whistleblowing Policy published on the website www.irinox.com is required to diligently observe the provisions of Legislative Decree 24/23, in particular on the modalities and admissibility of the report, as well as on the whistleblower's criminal and civil liability.

12.4 The commission of the Offences by the Purchaser will result in a serious breach of its duties under these GTC and will entitle Irinox to declare all [orders, contracts, assignments, agreements, ...] in progress to be terminated pursuant to and for the purposes of Article 1456 of the Italian Civil Code, without prejudice to compensation for any consequential damage. Considering that the list of Offences is exhaustive and may be extended in the future, this clause will be deemed automatically extended to all Offences, even if introduced after the date of signing of these GTC.

13.LAW AND JURISDICTION

13.1 These General Terms and Conditions and the individual contracts concluded between the Parties will be governed by and construed in accordance with Italian law.The United Nations Convention for the International Sale of Goods of 11 April 1980 will not apply.

13.2 Any dispute arising out of or in any way connected with the performance and/or interpretation of these GCs and/or of the individual contracts entered into between the Parties will be submitted to the exclusive and irrevocable jurisdiction of the Court of Treviso.

Pursuant to Article 1341 of the Civil Code, the Purchaser specifically declares that he has read and accepted the provisions and duties contained in the following Articles of these GTC: 1.6 (Applicability); 2.1.3, 2.2.3 and 2.3.1 (Purchase Order); 3.1.2; 3.1.3; 3.2.2; 3.3.2; 3.3.3; 3.3.4 and 3.3.5 (Delivery); 5.1; 5.6 and 5.7 (Price and Payment); 6.1.6; 6.1.13; 6.1.14; 6.1.15; 6.1.16, 6.1.17 and 6.1.18 (Warranties and Complaints); 7.3 (Confidentiality and Privacy); 8.2 and 8.4 (Intellectual Property Rights); 9.1; 9.2 and 9.3 (Termination and Suspension of Performance); 10.1 and 10.7 (Miscellaneous); 11.2; 11.3 and 11.5 (Export); 12.4 (Compliance and Legal responsibility); 13.1 and 13.2 (Law and Jurisdiction).