General Sales Terms and Conditions

Art. 1 - Definitions

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

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

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

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

"Order" means the purchase request for the Products submitted by the Buyer to the Seller, in the manner set out in Art. 3;

"Order Confirmation" means the document by which the Seller accepts the Order in writing, whereby the individual sales contract is finalized.

Art. 2 - General provisions

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

b. The General Terms and Conditions of Sale are published in the 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 as indicated above apply, in any case, with binding effect, to all commercial transactions concluded between the Seller and the Buyer, even where not expressly referred to in the Order Confirmation.

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

Art. 3 - Proposals and Orders

a. The Seller's proposals and purchase suggestions contained in catalogues, brochures, price lists or similar materials are not binding as to quantity, prices and delivery terms, unless expressly confirmed in the Order Confirmation.

b. Orders placed by the Buyer are not deemed accepted and therefore do not bind the Seller until the Seller has issued written acceptance by means of an Order Confirmation sent to the Buyer, countersigned by the Buyer for acceptance and returned to the Seller at the following e-mail address:

commerciale@flytekitalia.com

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

commerciale@flytekitalia.com

 Art. 4 - Products: Characteristics and Modifications

a. The Seller reserves the right to make any modifications to Products and components that it deems necessary or appropriate, up until the fulfilment of the supply.

b. The technical and commercial documents are covered by industrial and intellectual property rights of the Seller, and any use thereof not strictly aimed at the use of the Product purchased is prohibited; reproduction of the technical documents is prohibited, save for specific authorization from the Seller. The Seller reserves the right to amend the content of the technical and commercial documents in the event of updates.

c. The Products comply, as of the delivery date, with the applicable provisions on safety and CE marking set out in Machinery Directive 2006/42/EC (as amended or replaced) 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 Buyer request certifications, homologations, markings or technical approvals additional to, and different from, the standard ones provided by the Seller for the Products, the related costs shall be borne entirely by the Buyer. It is understood that the time required to obtain such additional certifications shall result in a corresponding extension of the delivery terms referred to in the following Art. 5, without this being deemed a delay attributable to the Seller for the purposes of that 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 under Incoterms® 2020) at Via Marlianese 33, 51034 Serravalle Pistoiese (PT), Italy.

b. Unless otherwise agreed in writing between the parties, any delivery term set out in the Order Confirmation is purely indicative and is not binding on the Seller. Partial deliveries of the Products are permitted. The inability to fulfil a partial supply, or any delay thereof, shall not entitle the Buyer to any right to terminate the contract with regard to the entire supply, nor to any right to compensation for damages, without prejudice to the provisions of the following letter e).

c. The Seller is under no obligation to accept returns of Products, save where expressly agreed in writing.

d. If the Buyer fails to collect Products ready for delivery within 15 (fifteen) days of receipt of the "goods ready" notice, 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 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 under the following Art. 6, the Buyer, 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 demonstrated, subject to a mandatory maximum limit of 5% of the value of the consignment of goods delivered late, without prejudice to the provisions of the following Art. 9 (Limitation of Liability).

Art. 6 – Force Majeure

a) Both the Seller and the Buyer are entitled to suspend performance of their respective contractual obligations where performance is rendered impossible or excessively burdensome by an event beyond their control, including, by way of example and without limitation: natural disasters, strikes, lockouts, boycotts, fire, war whether or not declared, civil war, riot or revolution, requisition, embargo, power outages, regional and/or national measures related to health emergencies (including the Covid-19 pandemic) and/or documented quarantine affecting a significant part of the workforce, as well as shortages or interruptions in the supply of raw materials and components (including electronic components), customs or logistical blocks or delays not attributable to the Parties, and the direct and indirect consequences arising from such events that affect the possibility of manufacturing the Products contractually envisaged.

b) The party wishing to rely on the suspension must notify the other party in writing of the occurrence of the force majeure event: 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 of or receiving the Products, the Buyer must check the quantity and packaging and record any reservation on the delivery document; the Buyer must also check the conformity of the Products against what is indicated in the Order Confirmation and record any discrepancy on the delivery note.

b) The Purchaser must examine the Products as soon as they arrive at their destination and, in the event of defects, shortages or non-conformity, 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 carrier, if the Products are damaged or defective upon delivery, the Purchaser must also raise the claim directly with the carrier, in addition to the Seller.

c) Any Product in respect of which no record has been made, either on the delivery documents or upon receipt, shall be deemed approved and accepted by the Buyer.

d) Where Products have been the subject of records on the delivery documents or upon receipt, the Buyer must send the Seller a registered letter with return receipt or certified e-mail (PEC) disputing the goods, within the mandatory term of seven days from delivery.

e) In the case of "hidden" defects, i.e. not immediately identifiable upon delivery, the Buyer must give express notice within seven days of discovering the defects, by registered letter with return receipt or certified e-mail (PEC), and in any case not later than 12 months from delivery, unless otherwise agreed in writing on a case-by-case basis between the parties;

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

Art. 8 - Prices and Payment Terms

a) The prices of the Products are exclusive of VAT, which shall 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, end-user training, nor any environmental contributions due by law (including the WEEE contribution under Italian Legislative Decree 49/2014 for electrical and electronic equipment), unless otherwise agreed in writing.

c) In the event of late payment, default interest shall apply, calculated in accordance with Italian Legislative Decree No. 231/2002, as amended by Italian Legislative Decree No. 192/2012.

d) Where payment terms are not specified in the Order Confirmation, payment shall be deemed to be "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 Buyer, and only once the price is available to the Seller at the designated Italian bank.

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

Art. 9 - Limitation of Liability

a) Save in cases of wilful misconduct or gross negligence, death or personal injury, and cases in which the limitation of liability is excluded by mandatory provisions of law, the Seller's overall liability towards the Buyer for any cause connected with the individual sales contract (including breach, delay, or lack of conformity of the Products) shall in no event exceed the net price paid by the Buyer for the Products forming the subject matter of the specific supply from which the claim arises.

b) Under no circumstances shall the Seller be liable to the Buyer for indirect or consequential damages, including, by way of example, loss of profit, loss of production, loss of contracts, loss of goodwill, business interruption damages 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 Art. 5.e) and Art. 10 (Warranty) of these Terms, which remain governed by the 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 conform to the technical specifications declared by the Seller, in addition to 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 consistent with the technical specifications declared by the Seller; any improper use is prohibited.

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

d) The Warranty shall not be valid if the defect or malfunction results from incorrect uses or applications, or applications not suited to the Product, or if the Product itself was not commissioned in accordance with the applicable requirements.

e) The Warranty is valid for a period of 12 months from delivery of the Products, unless otherwise agreed in writing on a case-by-case basis 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 that period, provided that the Buyer has promptly reported the defects by registered letter with return receipt or certified e-mail (PEC) pursuant to the preceding Art. 7.

f) The Seller does not warrant that the Products meet particular specifications or technical characteristics, or 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 required to replace the Products, or any part thereof, at the Purchaser's premises or wherever the Products are located, nor is it obliged to send a technician to the Purchaser's premises or wherever the Products are located; any liability for damages for loss of profit or for product recall campaigns or similar liabilities 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, operating 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 fault promptly reported in accordance with this article.

i) The Seller's liability is in any event excluded, and the Warranty accordingly 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, pH outside the range of 6.5-8.5, or failure to install/replace anti-limescale systems;
• Failure to carry out, or incorrect performance of, the prescribed periodic maintenance;
• Tampering with the Product or intervention by unauthorized personnel;
• Damage caused by voltage surges, power spikes, or electrical supply with values outside the technical tolerance range (±4% of the machine's rated nameplate voltage); absence, inefficiency or non-conformity of the earthing system, and any other anomaly of the premises' electrical system;
• Aesthetic damage not disputed at the time of delivery of the Products;
• Damage to the parts forming the water circuit caused by external agents (e.g. freezing) or the use of unsuitable or corrosive chemical/descaling detergents;
• Water supply with mains pressure not conforming to the parameters set out in the manual (or absence of pressure reducers);
• Damage resulting from incorrect use of the Product and, in any event, from use not conforming to the instructions for use contained in the relevant manual supplied by the Seller.

j) Where the Buyer resells the Products to its own end customers, it is understood that this Warranty operates exclusively in the relationship between the Seller and the Buyer; any warranties given by the Buyer to its own end customers shall remain at the sole cost and exclusive responsibility of the Buyer, unless otherwise agreed in writing between the Parties as to specific recourse arrangements.

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 Buyer: (i) must keep and preserve the Products with the diligence of a prudent person; (ii) may not create security interests over the Products in favour of third parties, nor dispose of them outside the ordinary course of resale business; (iii) undertakes, upon the Seller's request, to provide all cooperation useful for the registration or recording of the retention of title with the relevant 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 entail any exclusivity obligation on the part of the Seller and does not create any exclusivity right in favour of the Buyer.

The Buyer 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 Buyer has no right to use the trademarks, distinctive signs, trade names or the "know-how" incorporated in the Products — which remain, in any event, the exclusive property of the Seller — except for the sole purpose of reselling the goods to third parties; only where previously and expressly authorized in writing by the Seller may the Buyer use, from time to time within the scope of each marketing campaign, the aforementioned trademarks, distinctive signs and trade names.

The documents, drawings, data and information provided to the Buyer 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 thereof is prohibited.

Any software and firmware pre-installed on the Products remain the exclusive property of the Seller and are granted to the Buyer under a non-exclusive licence for use limited to the operation of the machine. The Seller shall not be liable for any cybersecurity breaches, data loss or malfunctions arising from the connection of the Products to the internet or to the Buyer's IT systems.

Art. 13 - Processing of Personal Data

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

The contact details of the data controller and, where appointed, of the Data Protection Officer (DPO), together with the full privacy notice under Article 13 GDPR, are available [insert reference to the privacy notice published on the website www.flytekitalia.com or attached to the Order Confirmation].

Personal data collected in connection with this Contract shall be processed solely for purposes related to the conclusion and performance of the Contract, including by electronic means, and in any case for the time strictly necessary. Personal data may not, under any circumstances, be used for purposes other than those provided for in this Contract, save with the prior collection of specific consent.

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 implementation of appropriate technical and organizational measures aimed at preventing unlawful or unauthorized access.

Art. 14 – Third-Party Rights. Indemnification

The Purchaser represents and warrants that the sale of the Products does not infringe any applicable statutory or regulatory provision, nor the rights of any third party.

The Purchaser 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 the falsity, in whole or in part, of the representations and warranties given in this article and in the other articles of this Contract.

Art. 15 – Assignment of the Contract

The Buyer may not assign to third parties, in whole or in part, the rights and obligations arising from this Contract without the Seller's prior written consent. The Seller may assign this Contract, even in part, to parent, subsidiary or affiliated companies, or in connection with extraordinary corporate transactions, giving written notice thereof to the Buyer.

Art. 16 - Communications

All communications provided for under 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 otherwise notified in writing by the Parties. The Seller's reference address for commercial communications is commerciale@flytekitalia.com, unless a different address is notified in writing.

Art. 17 – Termination for Breach

Pursuant to and for the purposes of Article 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 failure by the Buyer to pay the price, even in part, 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 Buyer has its registered office in a country 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 to apply Italian law only, to the exclusion of the aforementioned Convention.

Art. 19 – Competent Court

Any dispute arising between the Parties concerning 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, Italy. Such jurisdiction may be waived only by the Seller, who may, at its own discretion, bring proceedings before the courts of the place where the Buyer has its registered office.

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, the content thereof, the information mutually disclosed in performance of this Agreement, and any other information acquired in performance of this Agreement.

Art. 21 – Anti-Corruption and Compliance

Each Party represents that it conducts its business in compliance with applicable anti-corruption laws and undertakes not to offer, promise or provide, directly or indirectly, money or other benefits to public officials or private parties for the purpose of improperly obtaining or maintaining business relationships. Any breach of this article constitutes a material breach and entitles the non-breaching Party to terminate the Contract pursuant to Article 1456 of the Italian Civil Code.

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

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 drafted in Italian, as well as in languages other than Italian; in the event of any interpretative doubt, the Italian version 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 Buyer declares that it has carefully read and specifically approves the provisions 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 upon written Order Confirmation); Art. 5.b, 5.d, 5.e (Delivery terms, storage of uncollected goods 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 allocation of WEEE responsibility); 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).