General Terms of Sale

Introduction
ROLLON S.p.A. supplies will be regulated exclusively by the following General Terms of Contract:

Orders
1. Any offer that ROLLON S.p.A. sends to the customer at the request of the latter may not be seen as a contractual proposal both when it concerns list price products and when it concerns tailor made products. Therefore, any order by the Customer will not bind ROLLON S.p.A. in any way prior to receipt by the Customer itself of the written order confirmation from ROLLON S.p.A..
For orders of small amounts (less than € 258.23) ROLLON S.p.A. reserves the right to accept the order by way of execution. Unless otherwise indicated, the terms of each offer by ROLLON S.p.A. are valid for 30 days from the transmission of the same.

2. Each order must specify for each product the exact trade name attributed to it by ROLLON S.p.A. and the quantity requested. ROLLON S.p.A. reserves the right to supply the products requested in different executions to those indicated in its catalogues, price lists, technical specifications, etc. that have the same functional characteristics, except where the Customer specifies in writing a different requirement.

3. For jobs concerning products not shown by the ROLLON S.p.A. price list or catalogue and created on specifications indicated by the Customer, the job will be understood to refer not only to the finished good but also to the material necessary for its production. The size of the job may fluctuate up to 10% compared to the ordered quantity based upon any production waste that occurs, with the Customer being obliged to collect any surplus goods (up to the amount indicated).

Prices
1. In the absence of an offer and/or written confirmation of the order by ROLLON S.p.A., the price of the requested products shall be understood to be agreed in the amount indicated in the latest update of the ROLLON S.p.A. price list.
The list prices are indicative and do not bind ROLLON S.p.A., which reserves the right to change them without any burden of prior notice towards third parties.

2. The price shown by the price lists and/or by the offers sent to the Customer must be understood to be net of VAT and ex works at the plant of ROLLON S.p.A. (Vimercate). The price does not include the cost of packaging which is shown as a lump sum in the amount of 1% of the value indicated on the price list. Returns of packaging are not accepted. Any request by the Customer to bring forward the delivery date of the material as established in the order confirmation may involve a price change. Any testing at the ROLLON S.p.A. plant of parts supplied must be expressly requested by the Customer and involves an increase of 5%.

3. For the jobs set out in Article 3 of ‘Orders’, concerning products not shown by the ROLLON S.p.A. price list or catalogue and created on specifications indicated by the Customer, the price of the job will still be agreed in reference to the product unit.

Delivery
1. ROLLON S.p.A. disclaims any risk relating to the deterioration of the goods and the transportation at the time of delivery to the carrier or the shipping agent, or in any case where the goods are made available to the Customer at the plants or warehouses of ROLLON S.p.A. by written communication.

2. The order confirmation is considered accepted after three working days of receipt of the same, without any comments or objections from the customer. Beyond this period, all the terms of the order are considered accepted.

3. The delivery terms shown in the order confirmation are indicative and not mandatory. ROLLON S.p.A. does not accept any liability for damages deriving from delivery delays. In any case, any delay in delivering the products subject to the job may not give rise to the termination of the contract and/or cancellation of the order.

4. However, the delivery term will be extended, without this involving any liability for ROLLON S.p.A. in the event of:
• inaccuracies and delays in the job as accepted by ROLLON S.p.A.
• changes to the job as accepted by ROLLON S.p.A.
• jobs set out in point 3 of ‘Orders’, concerning products not shown by the ROLLON S.p.A. price list or catalogue and created on specifications indicated by the Customer, for that part of the order falling within the fluctuation indicated above
• general strikes or particular difficulties in procuring raw materials not attributable to ROLLON S.p.A.
• transportation delays when this is agreed to be attributed to ROLLON S.p.A.
• causes of force majeure, including suspensions of the supply of energy

Guarantee
1. ROLLON S.p.A. guarantees, in accordance with Art. 1512 of the Italian Civil Code, the good functioning of the products created for one year from delivery, when their actual application is suggested by the Technical or Commercial Department of our company and provided that the report of incorrect functioning is communicated in writing within eight days from discovery. The guarantee does not cover damages or defects due to external agents, deficiency of maintenance, overloading, unsuitable lubricants, natural wear, choice of incorrect type, error in assembly or other causes attributable to incorrect use or not attributable to the production of the goods.
The guarantee is limited to the repair and/or replacement, excluding greater damage.

Complaints and Disputes
1. Complaints and disputes regarding defects, faults, lack of quality and/or deformity of the goods must be made in writing within eight days from the delivery of the goods or from the discovery of the defect, if hidden, and in any case within a year from delivery. Complaints after that period will not be considered.

2. After the payment due date, the Customer may no longer make complaints and disputes, or bring a judicial action, if it has not first paid what is agreed for the job. Any dispute must be substantiated in order to be considered. The products subject to dispute and for which the return to the plant of ROLLON S.p.A. is authorised travel at the risk and cost of the Customer.

3. Where it is ascertained that the goods are defective, the Customer may obtain the repair or replacement, excluding any other form of compensation, return or termination. Products that have been tampered with will not be replaced.

4. ROLLON SS.p.A. is not liable for damages caused to the purchaser or to its third party successors by use of products not compliant with the function and specifications for which they were designed and sold.

5. No claims can be made with regard to products whose defects, flaws, lack of quality and/or differences are due to:

• incorrect use or misuse by the Customer;
• negligent or improper use of the same by the Customer;
• non-observance of installation or maintenance instructions;
• repairs or modifications made by the Customers themselves or by third parties without the written consent of ROLLON S.p.A.;
• normal wear and tear of the Products;
• force majeure.

Equally, no claim can be made if the flaws/defects, at the time of sale, were known or easily recognizable by the Customer and were not reported in the terms indicated above.
The verification of the fitness for use of the Products in a specific application remains the sole responsibility of the Customer, and, consequently, in any case, all and any right to compensation for damages, of any nature, that the Customer may suffer as a result of errors in the choice of the Products or improper use of the same, is excluded.

Product installation
1. If such has been contractually agreed with the Customer, after delivery of the Products, the installation, assembly, training and start-up (collectively the “Installation“) of the Products by ROLLON S.p.A. shall take place at the Customer’s premises, subject to a written agreement between the parties concerning the day and time of the start of operations.
If Rollon S.p.A. and the Customer have also agreed to the installation of the Products purchased, ROLLON S.p.A. will carry out the installation, sending to the Customer its own staff (“Rollon’s Staff”), who will have the necessary technical skills.

2. The Customer undertakes: (i) to allow access by Rollon’s Staff to carry out the Installation or any inspection thereof, during the normal opening hours of its premises and to provide all assistance and collaboration that will be reasonably necessary to enable Rollon’s Staff to carry out the Installation; (ii) to guarantee the safety of the places to which Rollon’s Staff will have access and, more generally, that Rollon’s Staff will be put in a position to carry out Installation in conditions of complete safety, and this also for the purposes of the provisions of the regulations on safety and accident prevention, including the provisions of Decree Law 81/2008; (iii) to guarantee the compliance of any equipment made available to Rollon’s Staff for the Installation with the standards set out in Decree Law 81/2008 and all other applicable provisions of law; (iv) to do everything necessary to allow Rollon’s Staff to carry out the Installation in such a way that there are no delays, suspension of work and interference with the Customer’s business activities; (v) to guarantee the availability of any other spare parts or components necessary for the Installation, when the supply of such spare parts or components is not to be assured by ROLLON; (vi) to provide the electricity, water and other utilities normally necessary for the Installation (vii) to ensure the availability of particular equipment for the lifting and handling of materials or equipment, if necessary; (viii) not to request or in any case not to involve, for any reason, Rollon’s Staff in the performance of activities that do not fall within the scope of the Installation and to ensure that its staff, unless requested by Rollon’s Staff, do not interfere with the Installation (ix) to guarantee the presence of an operator with the appropriate skills, should it be necessary to move the systems relating to the Rollon Products electrically for the Installation, or to carry out any intervention on the electrical parts not supplied by ROLLON; (x) to allow Rollon’s Staff, in order to carry out the Installation, to use any electronic devices such as, for example, Smart Glass (augmented reality viewers) which could record not only the Rollon Product, but also, even if potentially indirectly, part of the Customer’s production site.

3. In the event of failure to comply with the obligations set forth in this paragraph, ROLLON shall have the right to suspend Installation, without prejudice to its right to payment of the price, and without prejudice to the right to partially withdraw from the contract limited to the obligation to perform the Installation through the fault of the Customer, in the event that such breaches are repeated and/or are not promptly remedied.

4. Unless otherwise agreed between the Parties, after the Installation, the Customer, together with ROLLON S.p.A., shall proceed with the testing (hereinafter the “Test“).
If the Products pass the Test, the Customer will sign a test report as a mark of acceptance. Alternatively, if the Products do not pass the Test, ROLLON S.p.A. will carry out the necessary further interventions. Once the above mentioned interventions have been completed, the parties will proceed to carry out further tests, until such time as the Test is successfully passed.

5. Any terms for the start or completion of Installation activities, indicated in the offers or order confirmations of Rollon are to be considered merely indicative and not binding on Rollon S.p.A.

6. Under no circumstances will the price for Installation be included in the purchase price of the Products. The amount that the Customer shall be required to pay to ROLLON S.p.A. shall be indicated in the offer or in the order confirmation of ROLLON S.p.A.

Interventions under warranty
Any interventions for the elimination of defects on the Products will be carried out by Rollon’s Staff under the same conditions provided for Installation.
Interventions under warranty may involve, at Rollon S.p.A.’s discretion, the repair or replacement of the Product.
Under no circumstances will any intervention to eliminate defects have the effect of extending the legal warranty period or constitute, even if only implicitly, recognition by Rollon S.p.A. of the defect reported by the Customer.

Shipments and Transportations
1. Shipments are understood to be made free on board to the assigned port. The goods travel at the risk and danger of the Customer and complaints for any shortages of material must be invoked against the carrier.

2. Any complaint or dispute in relation to differences of quantities of goods or exchanges of products with respect to the job must be received, under penalty of forfeiture, in writing and within eight days of the delivery of the goods and must be accompanied by the indication of the gross weight of the disputed package upon arrival at the destination.

3. The carrier or the shipping agent is always indicated or instructed by the Customer. Where the carrier has been chosen by ROLLON S.p.A. at the request of the Customer, no liability will be held by ROLLON S.p.A. in relation to the lack of or delayed delivery of the shipped goods or the transportation price.

Personal Data Processing
1. The Customer declares to have read the privacy policy in accordance with Art.13 and 14 of the General Data Protection Regulation No. 2016/679 (GDPR), authorising the processing of its personal data, and that of its officers, and its respective communication to the entities listed in that privacy policy, for the purposes indicated therein.

Payments
1. The payment of each job must be made to the headquarters of ROLLON S.p.A. in Vimercate. In the event of a payment delay, ROLLON S.p.A. will apply a default rate of interest amounting to 5% on an annual basis, plus normal interest due by law, for each day of delay until fulfilment. This is without prejudice to further damages.

Court with Jurisdiction, Validity and Applicable Law
1.For any dispute, the Court of Monza will have jurisdiction.

2. These General Terms of Contract cancel and replace the previous versions. All contracts signed by ROLLON S.p.A. will only be subject to Italian law.

MD | 154.IT | Rev | 1 | del | 2020/10/30