These general terms and conditions of sale are derived from the regulations developed by ASSOFLUID
(Italian Association of Hydraulic and Pneumatic Equipment Manufacturers and Operators).

1 - OBJECT AND SCOPE OF APPLICATION OF THESE GENERAL CONDITIONS
1.1 - These general conditions govern all current and future contractual relationships between the parties relating to the supply of hydraulic and pneumatic components, equipment, and systems. They must be coordinated with any special conditions agreed in writing by the parties or included in the written confirmation of AIRON Srl's acceptance of the order.
1.2 - Unless specifically approved in writing by AIRON Srl, any differing general or special conditions reported or referred to by the Customer in their communications to AIRON Srl shall be considered void.

2 - FORMATION OF THE CONTRACT
2.1 - The supply contract is concluded with the written confirmation of AIRON Srl's acceptance of the order.
2.2 - However, if the conditions indicated in the Customer's order differ from those in AIRON Srl's written confirmation, the latter shall be considered a new proposal, and the contract shall be deemed concluded when the Customer begins execution or accepts the products without express written reservation.
2.3 - Any offers from AIRON Srl are considered valid only for the period indicated therein and exclusively for the full supply of the items quoted.

3 - TECHNICAL DATA, DRAWINGS, DOCUMENTS RELATED TO THE SUPPLY
3.1 - The data and illustrations in AIRON Srl's catalogs, brochures, circulars, or other illustrative documents are indicative. These data are not binding unless expressly mentioned as such in AIRON Srl's order confirmation.
3.2 - AIRON Srl reserves the right to make any changes to its products at any time without the obligation to notify the Customer.
3.3 - Should the Customer propose modifications to the products, a full written agreement between the parties must exist regarding how such modifications affect the previously agreed prices and delivery periods for them to become mandatory. Prices may also vary if the ordered quantities are reduced or if a more urgent delivery is requested compared to what was previously agreed.
3.4 - The Customer expressly agrees not to use, for reasons other than those provided in the supply contract, the drawings, technical information, and inventions related to the supply, which remain the property of AIRON Srl and which the Customer may not deliver to third parties or reproduce without written authorization.
3.5 - The Customer is required to inform AIRON Srl during the pre-contractual phase of any specific regulations to be observed in the final destination country of the goods to be supplied.

4 – EXCLUSIONS
4.1 - Unless otherwise agreed in writing, the supply does not include system design, installation of the supplied equipment, specific testing, manuals and training courses, start-up assistance, and all services and charges not mentioned in AIRON Srl's written confirmation of order acceptance.
4.2 - Similarly, packaging costs, taxes, stamps, customs duties, and any other additional charges are not included in the prices unless otherwise stated in AIRON Srl's written confirmation of order acceptance.

5 – DELIVERIES
5.1 - Unless otherwise agreed, supplies are intended for goods delivered Ex Works (EX-WORKS incoterms ® 2010, ICC Paris) without packaging.
5.2 - Upon delivery of the materials to the Customer or carrier, AIRON Srl is released from the delivery obligation, and all risks on the materials pass to the Customer, even if AIRON Srl is responsible for shipping or on-site assembly. The goods travel at the Customer's risk even if sold free destination.
5.3 - Delivery terms are indicative and are calculated in working days.
5.4 - Unless otherwise agreed by the parties, they begin to run from the conclusion of the contract, unless the Customer must pay part of the price as a deposit, in which case the terms are suspended until payment is made.
5.5 - Delivery terms are automatically extended:
1) if the Customer does not provide the necessary data or materials for the supply in a timely manner, requests changes during execution, or delays in responding to requests for approval of drawings or execution schemes;
2) if causes beyond the good will and diligence of AIRON Srl, including delays by subcontractors, prevent or make delivery within the established terms excessively burdensome.
5.6 - If the Customer is not up to date with payments for other supplies, the terms are suspended, and AIRON Srl may delay deliveries until the Customer has paid the amounts due.
5.7 - Delivery terms are established in favor of AIRON Srl; therefore, the Customer cannot refuse to take delivery of the products before the established date.
5.8 - Except as provided in the following art. 11, if the Customer fails to take delivery of the products due to their fault or for reasons beyond AIRON Srl's control, the Customer will bear the risks and costs for their storage.
5.9 - If the parties have agreed that, in case of delayed delivery, AIRON Srl is required to pay a penalty, the Customer cannot claim amounts higher than the penalty as compensation for damages suffered due to the delay.

6 - TESTING AND ASSEMBLY
6.1 - Special tests, if provided for in the written confirmation of order acceptance, will be carried out at the Customer's expense at the location indicated by AIRON Srl.
6.2 - On-site assembly and testing, if requested, will be carried out by AIRON Srl at the Customer's expense.
The Customer will be responsible for the adequate condition of the involved premises and their compliance with applicable labor, occupational safety, and environmental laws and must indemnify and hold AIRON Srl harmless from any costs, expenses, liabilities, or damages that may arise.
AIRON Srl will not be liable for damages that may occur due to the incorrect conduct of the Customer's staff involved in the assembly and testing operations.

7 – PAYMENTS
7.1 - Unless otherwise agreed, payments must be made by the Customer within the terms provided in the written confirmation of order acceptance at the domicile of AIRON Srl or at the credit institution indicated by it: in case of delay, the Customer will be required to pay default interest, which will be calculated by right and without the need for formal notice at the official discount rate in force in AIRON Srl's country increased by three points, without prejudice to AIRON Srl's right to claim compensation for greater damage suffered and to terminate the contract pursuant to the following art. 11.
7.2 - Any disputes that may arise between the parties do not exempt the Customer from the obligation to comply with the payment conditions and terms.

8 – WARRANTY
8.1 - AIRON Srl guarantees the conformity of the supplied products, meaning that the products are free from defects in materials and/or workmanship and conform to what is established by a specific contract accepted by the parties.
In particular, for products made to design, according to the Customer's specifications, the Customer declares to have adequate knowledge and experience and to possess adequate equipment to ensure the competent use of the seller's products.
AIRON Srl cannot be held liable for any damage, malfunction, or other costs that the Customer may incur when the damages, malfunctions, or additional costs arise or occur, even indirectly, due to the Customer's incompetence in ensuring the use of the products as should occur based on their functions and properties as indicated in the contractual documents.
8.2 - The warranty period is twelve months from the delivery of the products and, for replaced products or components, from the day of their replacement.
8.3 - Within this period, AIRON Srl, to whom the Customer has reported in writing the existence of defects no later than eight days from delivery for obvious defects and eight days from discovery for hidden defects, undertakes, at its choice - within a reasonable time considering the extent of the dispute - to repair or replace free of charge the products or parts thereof that are found to be defective. The return of non-compliant goods must always be authorized in writing by AIRON Srl and must comply with the original packaging.
8.4 - Replacements or repairs are generally carried out Ex Works: the costs and risks for transporting defective products are borne by the Customer. However, if AIRON Srl, in agreement with the Customer, deems it more appropriate to carry out the necessary work for replacement or repair at the Customer's premises, the latter will bear the travel and accommodation expenses of the technical staff provided by AIRON Srl and will provide all the means and auxiliary personnel required to carry out the intervention in the quickest and safest way.
If warranty interventions are carried out at the Customer's premises, the conditions set out in point 6.2 apply.
8.5 - The warranty expires whenever:
1) catalog products have been assembled and/or used and/or maintained differently from what is established by AIRON Srl as specified in the "Technical Information - Use and Maintenance" section and in the "technical information" paragraphs of the individual products listed in the catalog published on the website at www.airon-pneumatic.com.
2) products made according to the Customer's specific instructions have been assembled and/or used and/or maintained differently from what is stated in the specific "Technical Information - Use and Maintenance" document of the product, previously approved by the Customer and forming an integral part of the contract.
3) all products have been modified or repaired without AIRON Srl's written consent.

9 - SUPPLIER'S LIABILITY
9.1 - AIRON Srl is solely responsible for the proper functioning of the components, equipment, and pneumatic systems supplied in relation to the characteristics and performance expressly indicated by it. It does not assume any responsibility for the possible malfunction of machines or systems made by the Customer or third parties with pneumatic components from AIRON Srl, even if the individual pneumatic equipment has been assembled or connected according to schemes or drawings suggested by AIRON Srl, unless such schemes or drawings have been subject to separate remuneration, in which case AIRON Srl's liability will still be limited to what is included in the aforementioned drawings or schemes.
9.2 - In any case, outside the mandatory and non-derogable cases provided by the current regulations on supplier liability, and except as provided by art. 1229 of the civil code, the Customer cannot claim compensation for direct and indirect damages, lost profits, or production losses, nor can they claim compensation amounts exceeding the value of the supplied goods.

10 - RETENTION OF TITLE
10.1 - AIRON Srl retains ownership of the supplied products until full payment of the agreed price.

11 - EXPRESS TERMINATION CLAUSE AND RESOLUTIVE CONDITION
11.1 - The supply contract will be terminated by right pursuant to art. 1456 of the civil code by the simple written declaration of AIRON Srl of its intention to avail itself of this express termination clause, if the Customer:
1) omits or delays due payments;
2) delays or fails to take delivery of the products within the terms provided by the previous art. 5;
3) does not comply with the confidentiality obligations provided by art. 3.4.
11.2 - The contract will be considered terminated by right if the Customer is liquidated or subjected to any insolvency proceedings.

12 - CONVENTIONAL WITHDRAWAL
12.1 - If the Customer reduces the guarantees they had given or does not provide the guarantees they had promised, AIRON Srl will have the right to withdraw from the contract without notice.

13 - APPLICABLE LAW
13.1 - All supply contracts with foreign countries governed by these general conditions are regulated by Italian law.

14 - COMPETENT COURT
14.1 - For any disputes concerning the execution, interpretation, validity, termination, cessation of supply contracts between the parties where the action is brought by the Customer, the Court of Rovigo is exclusively competent, whereas if the action is brought by AIRON Srl, the Court of Rovigo and any other court established by law are competent.