General Sales Terms and Conditions

Art. 1 - Definitions

For "Parties" means "Seller" and "Purchaser", also referred to as "Buyer";

For "Seller" means TECNO MECCANICA S.R.L.;

For "Purchaser" or "Buyer" means the party purchasing the Products indicated in the Purchase Order;

For "Products" means the espresso coffee machines, accessories and components manufactured and/or marketed by the Seller under the FLYTEK brand, which are from time to time the subject of the Order;

For "Order" means the request to purchase the Products made by the Purchaser to the Seller, in the manner provided for in Art. 3;

For "Order Confirmation" means the document by which the Seller accepts the Order in writing, thereby finalizing the individual sales contract.

Art. 2 - General provisions

a. These General Terms and Conditions of Sale form an integral part of the contracts entered into between Seller and Purchaser for the supply of the Products.

b. The General Terms and Conditions of Sale are published in catalogues and on the website www.flytekitalia.com; they are expressly referred to in the Order Confirmation and are binding on the contracting parties. The General Terms and Conditions of Sale published in the manner indicated apply, in any case, with binding effect, to all commercial transactions concluded between Seller and Purchaser, even if not expressly referred to in the Order Confirmation.

c. The Seller reserves the right to modify or supplement the General Terms and Conditions of Sale at any time, giving written notice to the Purchaser in the manner set out in Art. 16 below (Communications). The amendments shall apply to Orders confirmed after such notice, unless otherwise agreed in writing between the Parties.

Art. 3 - Proposals and Orders

a. The proposals and purchase suggestions of the Seller contained in catalogues, brochures, price lists or similar tools are not binding as to quantities, prices and delivery terms, unless expressly referred to in the Order Confirmation.

b. Orders placed by the Purchaser shall not be deemed accepted and, therefore, shall not bind the Seller, until the Seller's written acceptance has occurred by means of an Order Confirmation sent to the Purchaser and countersigned by the latter for acceptance and returned to the Seller at the e-mail address:

commerciale@flytekitalia.com

c. Orders placed verbally or by telephone shall be valid and effective if confirmed in writing by the Purchaser and returned, duly signed, to the e-mail address:

commerciale@flytekitalia.com

 Art. 4 - Products: Characteristics and Modifications

a. The Seller reserves the right to make modifications to the Products and components, deemed necessary or appropriate, up until the supply is carried out.

b. Technical and commercial documents are protected by the Seller's industrial and intellectual property rights and any use thereof not strictly aimed at the use of the Product sold is prohibited; reproduction of the technical documents is prohibited, except with the Seller's specific authorization. The Seller reserves the right to modify the content of the technical and commercial documents in the event of updates.

c. The Products comply, at the date of delivery, with the applicable provisions on safety and CE marking set out in Machinery Directive 2006/42/EC (and subsequent amendments or replacements) and with the other applicable technical regulations of the sector, as evidenced by the technical documentation and the use and maintenance manual supplied with the Products.

d. Should the Purchaser request additional certifications, approvals, markings or technical approvals other than the standard ones provided by the Seller for the Products, the related costs shall be entirely borne by the Purchaser. It is understood that the time required to obtain such additional certifications will result in a corresponding extension of the delivery terms referred to in Art. 5 below, without this being deemed a delay attributable to the Seller under that same article.

 Art. 5 - Delivery Terms of the Products

a. Unless otherwise expressly and specifically agreed in writing by the Seller, all Products are sold "Ex Works" (EXW according to Incoterms® 2020) at Via Marlianese 33, 51034 Serravalle Pistoiese (PT), Italy.

b. Unless otherwise agreed in writing between the parties, the delivery term possibly indicated in the Order Confirmation is purely indicative and is not binding on the Seller. Partial deliveries of the Products are permitted. The impossibility of executing a partial supply, or a delay thereof, shall not entitle the Purchaser to any right to withdraw from the contract regarding the entire supply, nor any right to compensation for damages, except as provided in letter e) below.

c. The Seller has no obligation to accept "returns" of the Products, unless expressly agreed in writing.

d. If the Buyer fails to collect the Products ready for delivery within 15 (fifteen) days of receiving notice that the "goods are ready", the Seller shall be entitled to ship and place the uncollected Products in storage. The Buyer shall in such case bear all costs relating to shipment and storage. The Buyer shall have no right to withhold or delay payment for the Products not collected and/or placed in storage.

e. In the event of a serious delay — in any case exceeding 90 days — in the delivery of the Products, attributable to the Seller and not due to force majeure events referred to in Art. 6 below, the Purchaser, having first put the Seller in default by registered letter with return receipt or certified e-mail (PEC), may claim compensation for the actual damage proven by the Purchaser, subject to the non-waivable maximum limit of 5% of the value of the batch of goods delivered late, without prejudice to the provisions of Art. 9 below (Limitation of Liability).

Art. 6 – Force Majeure

a) Both the Seller and the Purchaser have the right to suspend the performance of their respective contractual obligations when performance is rendered impossible or excessively onerous by an event beyond their control, such as, by way of example and not limitation: natural disasters, strikes, lockouts, boycotts, fire, war (whether declared or not), civil war, riots or revolution, requisition, embargo, power interruption, regional and/or national measures related to health emergencies (including the Covid-19 pandemic) and/or documented quarantine of a significant part of the workforce, as well as shortage or interruption of the supply of raw materials and components (including electronic components), customs and logistics blocks or delays not attributable to the Parties, and the direct and indirect consequences arising from such events that affect the ability to manufacture the Products contractually provided for.

b) The party intending to invoke the suspension must notify the other party in writing of the occurrence of the force majeure cause: should the suspension due to force majeure continue for more than 45 days from such notice, either party may terminate the contract, giving the other party at least 10 days' prior written notice.

Art. 7 - Acceptance of the Products - Claims

a) Upon taking delivery or receipt of the Products, the Purchaser must check the quantity and packaging and must note any reservation on the delivery document; the Purchaser must also check the conformity of the Products against what is indicated in the Order Confirmation and must note any discrepancy on the delivery note.

b) The Buyer must inspect the Products as soon as they arrive at destination and, in the event of defects, shortages or non-conformities, must send written notice to the Seller within 7 (seven) days of receipt or delivery of the Products. In the event of deliveries made by courier, if the Products are damaged or defective at the time of delivery, the Buyer must also formalize the claim directly with the courier in addition to the Seller.

c) Any Product for which no note has been made, either in the delivery documents or upon receipt, shall be deemed approved and accepted by the Purchaser.

d) If the Products have been the subject of notes in the delivery documents or at the time of receipt, the Purchaser must send the Seller a registered letter with return receipt or certified e-mail (PEC) disputing the goods, within the non-extendable term of seven days from delivery.

e) In the case of "hidden" defects, i.e. not immediately identifiable at the time of delivery, the Purchaser must give express notice, within seven days of discovery of the defects, by registered letter with return receipt or certified e-mail (PEC) and, in any case, no later than 12 months from delivery, except as otherwise agreed in writing and specifically between the parties;

f) The Purchaser, even in the event of claims and disputes, is not authorized to suspend or delay payment for the Products delivered, not even in relation to those deemed by the Purchaser to be defective or non-conforming, except in cases of wilful misconduct or gross negligence of the Seller established by a final court judgment.

Art. 8 - Prices and Payment Terms

a) The prices of the Products do not include VAT, which must be paid in accordance with what is specified on the invoice.

b) The prices of the Products do not include taxes, duties, shipping costs, insurance, installation, training of end users, nor any environmental contributions due by law (including the WEEE contribution pursuant to Legislative Decree 49/2014 for electrical and electronic equipment), unless otherwise agreed in writing.

c) In the event of late payments, default interest shall be applied, calculated pursuant to Legislative Decree No. 231/2002, as amended by Legislative Decree No. 192/2012.

d) Where the payment terms are not specified in the Order Confirmation, payment shall be understood as "cash on delivery" and must be made immediately upon delivery of the Products; the Products shall be delivered only upon presentation of proof of the bank transfer made by the Purchaser and only once the price has become available to the Seller at the indicated Italian bank.

e) Pursuant to Articles 13 and 24 of Legislative Decree 49/2014 (WEEE regulations), the Parties expressly agree that the charges and costs relating to the organization of the disposal and recovery of the Products at the end of their life (professional WEEE) shall be entirely borne by the Purchaser, who shall attend to it under its own exclusive responsibility, holding the Seller harmless.

Art. 9 - Limitation of Liability

a) Except in cases of wilful misconduct or gross negligence, death or personal injury, and cases in which the limitation of liability is excluded by mandatory statutory provisions, the Seller's overall liability towards the Purchaser for any cause connected with the individual sales contract (including non-performance, delay, non-conformity of the Products) shall in no case exceed the net price paid by the Purchaser for the Products subject to the specific supply from which the dispute arises.

b) Under no circumstances shall the Seller be liable to the Purchaser for indirect or consequential damages, such as, by way of example, loss of profit, loss of production, loss of contracts, loss of goodwill, damages from plant downtime or product recall costs, unless otherwise expressly agreed in writing between the Parties.

c) The limitations set out in this article apply without prejudice to the specific liability limits already provided for in Articles 5.e) and 10 (Warranty) of these Terms, which remain governed by their respective provisions where more specific.

Art. 10 – Warranty. Scope of Application and Exclusions

a) The Seller warrants that the Products are free from defects and comply with the technical specifications declared by the Seller, in addition to the full compliance of the Products with all applicable regulations in force from time to time.

b) The Warranty applies only to Products used and installed by certified technical personnel, in environments and for applications compliant and consistent with the technical specifications declared by the Seller; any improper use is prohibited.

c) Warranties are expressly excluded in the event of defects and damage resulting from incorrect assembly of the Products, intentional or unintentional tampering, poor maintenance, alterations or repairs carried out by unauthorized persons, negligence or incompetence of the installers.

d) The Warranty shall not be valid if the defect or anomaly is found to be the result of incorrect or inadequate uses and applications of the Product, or if the Product itself is not compliant at commissioning.

e) The Warranty is valid for a period of 12 months from delivery of the Products, unless otherwise agreed in writing and specifically between the parties. The Seller undertakes to remedy any defect, lack of quality or non-conformity of the Products attributable to the Seller which occurs within such period, provided that the Purchaser has promptly reported the defects by registered letter with return receipt or certified e-mail (PEC) pursuant to Art. 7 above.

f) The Seller does not warrant the conformity of the Products to particular specifications or technical characteristics, nor their suitability for particular uses, except to the extent that such characteristics have been expressly agreed in writing in the sales documents.

g) The Seller is not obliged either to replace the Products or part of the Products at the Buyer's premises or wherever they are located, nor is it obliged to send a technician to the Buyer; any liability for damages for loss of profit or for product recall campaigns or similar liability is expressly excluded, without prejudice to the provisions of Art. 9 (Limitation of Liability).

h) Also excluded from the Warranty are parts subject to normal wear and tear (gaskets, filters, working and safety thermostats, pressure switches, pulse counters/flow meters and components in direct contact with water or steam), unless the defect arises from a manufacturing defect promptly reported pursuant to this article.

i) In any case, the Seller's liability remains excluded and the Warranty does not apply to the Products in the following cases:

• Damage caused by the use of water with hardness exceeding 5° Fr / 2.8° dH, chloride concentration exceeding 30 mg/l, external pH outside the range 6.5-8.5, or failure to install/replace descaling systems;
• Omission or incorrect performance of the prescribed periodic maintenance;
• Tampering with the Product or intervention by unauthorized personnel;
• Damage caused by voltage surges, overvoltage spikes, or electrical power supply with values outside the technical tolerance range (±4% of the machine's rated nameplate voltage); absence, inefficiency or non-compliance of the grounding system, and any other anomaly in the electrical system of the premises;
• Aesthetic damage not disputed at the time of delivery of the Products;
• Damage to the parts making up the water circuit due to external agents (e.g. freezing) or the use of unsuitable or corrosive chemical detergents/descalers;
• Water supply with mains pressure not compliant with the parameters in the manual (or absence of pressure reducers);
• Damage resulting from incorrect use of the Product and, in any case, use not in accordance with the instructions for use contained in the manual supplied by the Seller.
• Damage resulting from incorrect transport of the Product or from negligence and/or wilful misconduct, in one or more stages of transport, on the part of the person(s) responsible for picking up, shipping and delivering the Product.

j) Following notice of the damage, promptly reported pursuant to Art. 7 above, it is the Seller's prerogative to examine the documentation submitted, also in discussion with the Buyer, and to determine the possible scope of application of the Warranty or its exclusion.

k) Should the Purchaser resell the Products to its end customers, it is understood that this Warranty operates exclusively in the relationship between Seller and Purchaser; any warranties that the Purchaser provides to its own end customers remain the responsibility and under the exclusive liability of the Purchaser, unless otherwise agreed in writing between the Parties regarding specific recourse conditions.

Art. 11 - Retention of Title

Unless otherwise agreed in writing between the Parties, the Seller retains title to the Products delivered until full payment of the relevant price, including interest and any ancillary costs. Until such time, the Purchaser: (i) must keep and preserve the Products with the diligence of a good pater familias; (ii) may not create security interests over them in favor of third parties, nor dispose of them outside the ordinary course of resale business; (iii) undertakes, at the Seller's request, to provide any cooperation useful for the registration or annotation of the retention of title in public registers, where applicable and within the limits provided by the law of the country of destination of the Products.

Art. 12 – Exclusivity and Intellectual Property

This Contract does not provide for any exclusivity obligation on the part of the Seller and does not create any exclusive right for the Purchaser.

The Purchaser expressly acknowledges that the trademarks, distinctive signs and trade names affixed to the Products are the exclusive property of TECNO MECCANICA S.R.L. and must not be removed, cancelled, altered or modified. The Purchaser has no right to use the trademarks, distinctive signs, trade names and "know-how" incorporated in the Products — which remain, in any case, the exclusive property of the Seller — except for the sole purpose of reselling the goods to third parties; only if previously and expressly authorized in writing by the Seller may the Purchaser use, from time to time within the scope of each commercial campaign, the aforementioned trademarks, distinctive signs and trade names.

The documents, drawings, data and information delivered to the Purchaser for a better representation of the Products, within the scope of what is expressly authorized and provided for in the preceding paragraph, remain the property of the Seller and any different use is prohibited.

Any software and firmware pre-installed in the Products remain the exclusive property of the Seller and are granted under a non-exclusive license to the Purchaser solely for the operation of the machine. The Seller is not liable for any cybersecurity breaches, data loss or malfunctions resulting from connecting the Products to the internet or to the Purchaser's IT systems.

Art. 13 - Personal Data Processing

The Seller is the data controller of the Purchaser's personal data and such data will be collected and processed exclusively for the performance of the contractual relationship, in compliance with Regulation (EU) 2016/679 (GDPR) and Legislative Decree 196/2003, as amended by Legislative Decree 101/2018. The Purchaser has the right to request from the Seller access, updating, integration, rectification, erasure and restriction of the processing of the data, in accordance with Articles 15-22 of the GDPR.

The contact details of the Data Controller and, where appointed, of the Data Protection Officer (DPO), as well as the complete notice pursuant to Art. 13 GDPR, are available [insert reference to the privacy notice published on the website www.flytekitalia.com or attached to the Order Confirmation].

The personal data acquired within the scope of this Contract will be processed solely for the purposes connected to the conclusion and performance thereof, including by electronic means, and in any case for the time strictly necessary. Under no circumstances may the personal data be used for purposes other than those provided for in this Contract, unless specific consent is first obtained.

The Parties guarantee the lawfulness of the processing of personal data, in compliance with the principles of transparency, purpose specification and limitation, integrity and confidentiality, through the application of adequate technical and organizational measures aimed at preventing unlawful or unauthorized access.

Art. 14 - Third-Party Rights. Indemnification

The Buyer represents and warrants that the sale of the Products does not violate any applicable legislative or regulatory provision, nor the rights of any third party.

The Buyer undertakes to indemnify and hold the Seller fully harmless, without delay, from any claim, fine, penalty, request for compensation or reimbursement or other charge arising from any total or partial falsity of the representations and warranties made in this article and in the other articles of this Contract.

Art. 15 - Assignment of the Contract

The Purchaser may not assign to third parties, in whole or in part, the rights and obligations arising from this Contract without the prior written consent of the Seller. The Seller may assign this Contract, even partially, to parent, subsidiary or affiliated companies, or in the context of extraordinary corporate transactions, giving written notice to the Purchaser.

Art. 16 - Communications

All communications provided for in these General Terms and Conditions of Sale, where written form is required, shall be deemed validly made if sent by certified e-mail (PEC), registered letter with return receipt, or ordinary e-mail to the addresses indicated in the Order Confirmation or communicated in writing by the Parties. The Seller's reference address for commercial communications is commerciale@flytekitalia.com, unless a different address is indicated in writing.

Art. 17 - Termination for Breach

Pursuant to and for the purposes of Art. 1456 of the Italian Civil Code, the Seller may terminate the individual sales contract by operation of law, upon written notice, in the event of non-payment, even partial, of the price by the Purchaser within 15 (fifteen) days of the agreed due date, without prejudice to the Seller's right to compensation for further damages.

Art. 18 - Governing Law

This Contract is governed by Italian law. Where the Purchaser is established in a State other than Italy, the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 11 April 1980) shall apply, unless the Parties expressly agree in writing, in place thereof, on the application of Italian law alone, excluding the aforementioned Convention.

Art. 19 - Competent Court

Any dispute arising between the Parties regarding the interpretation, validity or performance of these General Terms and Conditions of Sale and of the individual sales contracts shall be subject to the exclusive and non-waivable jurisdiction of the Court of Pistoia. Such jurisdiction may be waived only by the Seller, who may, at its own discretion, bring proceedings before the court of the place where the Purchaser is established.

Art. 20 - Confidentiality

The Parties undertake to keep strictly confidential and not to disclose to any third party, except to the extent necessary to perform this Agreement, its contents, the information mutually disclosed in performance thereof, and any other information acquired in the performance of this Agreement.

Art. 21 - Anti-Corruption and Compliance

Each Party declares that it conducts its business in compliance with applicable anti-corruption laws and undertakes not to offer, promise or pay, directly or indirectly, money or other benefits to public officials or private individuals in order to unduly obtain or maintain business relationships. Breach of the provisions of this article constitutes a material breach and entitles the non-breaching Party to terminate the Contract pursuant to Art. 1456 of the Italian Civil Code.

Any requests for audits or inspections by the Purchaser at the Seller's premises, aimed at verifying such compliance, must be agreed in advance in writing, must not hinder normal business operations, and the related costs shall be borne exclusively by the Purchaser.

Art. 22 - Final Provisions

a) The partial or total invalidity of individual provisions of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions.

b) These General Terms and Conditions of Sale are drawn up in Italian, as well as in languages other than Italian; in case of interpretative doubts, the version drawn up in Italian shall always prevail.

Specific Approval Pursuant to Articles 1341 and 1342 of the Italian Civil Code

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Purchaser declares to have carefully read and to specifically approve the agreements contained in the following articles of these General Terms and Conditions of Sale:

Art. 2.c (Unilateral amendment of the GTC); Art. 3.b (Finalization of the contract only with written Order Confirmation); Art. 5.b, 5.d, 5.e (Delivery terms, shipment into storage and limitation of compensation for delay); Art. 7.b, 7.d, 7.e, 7.f (Time limits for claims and prohibition on suspending payments); Art. 8.d, 8.e (Advance payment terms and discharge of WEEE liability); Art. 9 (Limitation of Liability); Art. 10 (Warranty: technical limitations and exclusions); Art. 11 (Retention of Title); Art. 15 (Assignment of the Contract); Art. 17 (Express termination clause); Art. 19 (Exclusive competent court, waivable only by the Seller).