GENERAL TERMS AND CONDITIONS OF MELCHIONI MOTION

The sale of products and services ("Products") by Melchioni S.p.A. ("Melchioni") to a customer ("Customer") is subject to the terms and conditions defined in this document ("Agreement"), which prevails over any other documentation or communication of the Customer ("Order").

This document may only be modified in writing and must be signed solely by the authorized representatives of both Melchioni and the Customer.

1. Orders

All Orders are subject to acceptance by Melchioni.

The placement of an Order by the Customer implies full acceptance of these general conditions of sale.

2. Prices

Sales prices are exclusive of VAT.

If the price of a Product is linked to a currency other than the Euro, the exchange rate applied shall be the indicative exchange rate of the Bank of Italy, as published by Sole 24 Ore on the date of issuance of the delivery note.

Where an exchange rate fluctuation interval (tolerance) is established within which exchange differences do not apply, such interval shall not be considered a deductible but a non-applicability band. Once exceeded, the exchange difference shall apply to the entire invoiced amount.

Prices indicated in Order Confirmations may be subject to change in the event of sudden and exceptional price increases by the manufacturer due to changed market conditions. Such changes shall be promptly communicated and applied only upon acceptance by the Customer.

Prices also apply to sales through Melchioni’s online channels.

a. Payment Method

Payment shall be made as indicated on Melchioni’s invoice, without compensation or deduction for withholding taxes or any other reason, including bank charges imposed by correspondent banks.

For any overdue invoice, Melchioni may charge interest from the due date until payment at the maximum rate permitted by applicable law, in addition to reasonable legal fees and collection costs.

In the event of delayed payment, Melchioni may reschedule or cancel any pending delivery or Order and declare all outstanding invoices immediately due and payable.

Unless otherwise provided by applicable law, any Customer credits granted by Melchioni shall expire if not used within twelve (12) months.

b. Delivery

All deliveries by Melchioni Electronics Division are EXW (Incoterms® 2020), unless otherwise agreed in writing and countersigned by both parties.

Delivery dates communicated by Melchioni are indicative. Melchioni shall not be liable for delays or costs arising from suppliers’ shipping conditions, nor for costs resulting from non-delivery or partial delivery within the prescribed time.

c. Order Changes

All requests for changes must be submitted in writing at least one (1) month prior to the confirmed delivery date.

Any changes to Orders, including cancellations, rescheduling, or quantity increases or decreases, must be authorized in advance by Melchioni and may not be unilaterally decided by the Customer.

All Orders are deemed non-cancellable and non-reschedulable.

3. Title

For all intra-EU and non-EU sales, ownership of the Products shall pass to the Customer upon delivery of the Products to the carrier.

4. Warranty

As a distributor, the Customer acknowledges that Melchioni is not the manufacturer of the Products, but solely the distribution channel.

Product warranties are limited to those required by applicable law or provided by the manufacturers. By way of example, the standard warranty period is twelve (12) months from the date of delivery.

Melchioni shall pass on to the Customer all manufacturer warranties.

Melchioni warrants that, at the time of delivery, the Products comply with the technical specifications stated by the manufacturer.

Melchioni makes no other warranties, express or implied, other than those expressly stated in this section.

5. Return of Products

• The Customer may return Products only with prior authorization (RMA) issued by Melchioni.
• The RMA must be indicated on the shipping documents.

• Visual Defect: written notice must be received by Melchioni within three (3) working days of receipt of the shipment.
• Functional Defect: within the warranty period and subject to technical verification and acceptance by the original manufacturer.

Returned Products must be sent in accordance with the instructions provided in the RMA.

6. Limitation of Liability

Melchioni shall not be liable for any indirect, incidental, consequential damages, reputational damage or loss of customers, even if advised of the possibility of such damages.

In no event shall Melchioni’s liability exceed the total amount paid by the Customer for the specific Products concerned.

The Customer’s statutory warranty rights shall remain unaffected.

7. Force Majeure

Melchioni shall not be liable for failure or delay in performance due to events of force majeure, including but not limited to acts of nature, governmental actions, business interruptions, epidemics, pandemics, shortages of labor or materials, strikes, war, terrorism, civil unrest, transport delays, or power or communication outages.

8. Use of Products

The Customer shall use the Products in compliance with the manufacturer’s technical specifications.

Products are not authorized for use in life-support systems, nuclear facilities, dual-use items including weapons, or any application where failure could result in loss of life or property damage.

The Customer shall indemnify Melchioni against any claims arising from unauthorized use, modifications, combinations with other products, or use in prohibited applications.

9. Export Control

Certain Products and related technologies may be subject to export control laws of the United States, the European Union, Japan, and/or other countries.

The Customer shall comply with all applicable export laws and obtain any required licenses or authorizations.

10. Safety, Quality and Environmental Compliance

Where applicable, the Customer is responsible for compliance with all relevant industry regulations. Products shall meet all contractually agreed quality and safety standards.

11. General Provisions

• The Customer may not assign this Agreement without Melchioni’s prior written consent.
• The invalidity of any provision shall not affect the validity of the remaining provisions.
• The Products may be subject to third-party intellectual property rights.
• The Customer shall comply with all applicable laws, including anti-corruption and data protection laws.
• Electronic signatures shall be deemed valid and enforceable.
• Product information is provided “as is” and may change without notice.

12. Applicable Law and Jurisdiction

This Agreement shall be governed by Italian law. The Court of Milan shall have exclusive jurisdiction.

If the Customer is established outside the European Union, disputes shall be resolved by arbitration under the rules of the Milan Chamber of Arbitration, with the seat of arbitration in Milan.