GENERAL TERMS AND CONDITIONS

1. SCOPE OF APPLICATION

These general terms and conditions (hereinafter referred to as the "General Terms and Conditions") regulate relations between the ST Automotive S.r.l (hereinafter referred to as the "Supplier") and the Customer (hereinafter referred to as the "Customer" or "Purchaser") relating to the supply (hereinafter referred to as the "Supply") of goods (hereinafter referred to as "Product(s)') by the Supplier in favour of the Customer (the Customer and the Supplier, hereinafter jointly referred to as the "Parts"). These General Terms and Conditions, together with the Purchase Order (hereinafter "Order"), are an integral and substantial part of the Order itself and with it constitute the contract regulating the relations between the Parties (hereinafter the "Contract"). Any amendment to the Contract shall be in the form of an act signed by both Parties. In the event of conflict between the General Conditions and the Order, the former shall prevail, unless expressly waived by the Parties. In the event of a conflict between the documents containing specific provisions relating to the Supply, including the Supply Contract, if any, signed between the Parties, the annexes, the Order itself and these General Conditions, the latter shall prevail.

2. ACCEPTANCE OF ORDER

The Purchase Order prepared by the Supplier shall become binding on the Parties once accepted by the Customer by signing the Purchase Order to be sent to the Supplier within 5 calendar days of receipt thereof, after which the Order shall be deemed revoked.

Once the Agreement between the Parties has been finalised, the Supplier undertakes to perform the Supply in accordance with the terms of the Agreement and the Customer to pay the amount due. Any requests for changes following the conclusion of the Agreement must be notified in writing by the Supplier to the Customer and vice versa prior to the commencement of the performance of the Contract, and for such changes to be effective, written acceptance must be provided. Should the execution of the Agreement take place before the acceptance of the changes by the Parties, the Agreement shall be deemed to have been concluded on the terms originally agreed upon.

3. CANCELLATION OF CLOSED ORDER.

Under no circumstances may the Customer cancel the closed Order. If it intends to do so, it must notify the Supplier in writing of its request, who may, within the following 10 days, accept or reject the request made or indicate to the Customer the cost of acceptance.

4. COMMUNICATIONS

Communications between the Parties shall be made in writing to the correspondence addresses and in the manner specified in the Purchase Order.

5. CORRESPECTED

The consideration for the Supply subject of the Contract is the amount indicated in the Purchase Order under "Total Order" (hereinafter the "Fee"). The Consideration is all-inclusive and includes every element, expense, charge and all that is necessary for the exact performance of the Contract by the Supplier, including charges for compliance with legal requirements on health and safety in the workplace, if any, which shall be expressly notified by the Supplier and included in the Order.

6. INVOICING AND PAYMENT TERMS

In the invoice, the Supplier shall obligatorily indicate the name of the person requesting the Products. The invoice shall contain an indication of the Purchase Order number. The Supplier is obliged to promptly notify the Customer of any changes in its personal and fiscal data, such as, but not limited to: VAT number, address, company name.

Terms and terms of payment shall be set forth in the Purchase Order or established in separate written agreements between the Parties.

7. CUSTOMER DELAYS AND ARREARS, SUPPLY SUSPENSION AND PENALTIES

In the event of delay in payment, the Customer shall pay to the Supplier, on the amounts due, the default rate equal to the interest rate pursuant to Article 5 of Legislative Decree No. 231/02 in addition to the charges and expenses incurred by the Supplier for the recovery of the credit, with the right on the part of the Supplier to suspend the subsequent supplies, until the full payment of the amount due, default interest and any expenses for the recovery of the credit, it being understood that the period of suspension cannot be recovered or refunded in any way.

8. CHANGES IN THE FINANCIAL OR SOCIAL SITUATION OF CLIENTS

Any event or behaviour that may objectively cast doubt on the Customer's solvency or its willingness to pay for the Product supplied may be considered grounds for the Supplier to suspend the supply of the Product. In this case, the Supplier shall send the Customer a specific communication. From the moment of receipt of the aforesaid notice, all debts of the Customer towards the Supplier shall be deemed immediately due and payable, and this notwithstanding any contrary agreement previously agreed with the Customer. The Supplier shall also have the right to take the Product supplied unpaid from the Customer's warehouses or factories. If the Customer is subject to insolvency proceedings (composition, receivership, bankruptcy, compulsory liquidation, extraordinary administration), the Supplier may, in compliance with the specific regulations on credit recovery, suspend further supplies or deem the contract to be terminated. The Customer is obliged to inform the Supplier of any significant change in its corporate structure or management-administrative organisation, or of the sale of a company or branch thereof, when this event concerns Product supplies. Having assessed this information, the Supplier may, if necessary, notify the Customer of its intention not to continue the relationship. In this case, all of the Supplier's receivables shall be deemed immediately due. The Supplier may, however, retain, on account of the higher amount due, the advances or whatever has been collected up to that time.

9. PLACE, TERMS AND MANNER OF DELIVERY OF THE SUPPLY

For the purpose of ascertaining compliance with the delivery terms and the transfer of risk for total or partial damage or loss of the Products from the Supplier to the Customer, deliveries shall be made in compliance with the conditions set forth in the applicable "Incoterms" rules specified in the Purchase Order. The transport of the Products shall be carried out with every care to preserve them from damage.

The Supply object of the Contract shall be delivered and shall be executed by the Supplier and at the expense of the Customer at the address and place indicated by the Customer in the Order. Shipping costs shall be advanced by the Supplier and charged to the Customer in the invoice. Any delays in the delivery of the Supply that are foreseeable by the Supplier shall be promptly communicated to the Customer in writing, with a concomitant indication of the new delivery terms envisaged. In no case, except in the case of delays exceeding 30 days, shall the delivery date be considered as essential and binding for the correct execution of the Order, and the Customer expressly waives the right to make a claim for damages or request termination of the contract in the event of failure to comply with the 30-day term, as the maximum delivery term for the Products. In relation to the activity of the Supply, the Supplier undertakes to organise, manage and perform the services covered by this Contract in a workmanlike manner, in full organisational and managerial autonomy and responsibility with its own personnel, materials and means, as well as in compliance with the laws and regulations in force. In the performance of the Contract, the Supplier undertakes to: a) comply with the legal provisions and observe all the regulations, rules and prescriptions of the competent authorities applicable to the Contract; b) be answerable for the exact fulfilment of its legal, tax and contractual obligations, also towards its suppliers and subcontractors, if any.

10. SUPPLY CONTROL. MANAGEMENT OF RETURNS

Each delivery shall be deemed to have been made as soon as the Product(s) are made available at the address indicated by the Buyer, by the Carrier.

The Buyer shall, upon receipt of the Product(s), immediately check the conformity and integrity of the Product(s) shipped.

Any anomaly/evident defect detected at the time of delivery (in particular late delivery, missing or damaged product) must be reported in writing by pec to the correspondence addresses indicated in these Conditions in a complete and precise manner by the Purchaser to the Supplier within 3 (three) days of receipt of the order.

Any defect must be reported as soon as possible to the Vendor's Customer Service Department (servizioclienti@starblock.it), enclosing a copy of the complaint submitted to the Vendor.

11. LEGAL GUARANTEES

Pursuant to Articles 129 et seq. of Legislative Decree No. 21/2014 (Consumer Code), the Supplier is obliged to deliver to the Purchaser, who is a direct Consumer, the Products that conform to the order placed.

Products are presumed to be in conformity if:

• are suitable for the use to which goods of the same type are normally put;
• conform to the description given by the Supplier and possess the qualities of the goods that the Supplier has presented to the Purchaser as a sample or model;
• have the qualities that a Purchaser may legitimately expect taking into account the nature of the goods and the public statements made by the Supplier on the specific characteristics of the goods;
• are suitable for the particular use intended by the Purchaser which has been brought to the knowledge of the Supplier and accepted by him.

Pursuant to Article 1490 of the Civil Code, the Supplier is obliged to ensure that the Products sold are free from hidden defects that render them unfit for their intended use or appreciably diminish their value.

If the Products delivered do not conform to the Products ordered by the Purchaser or if they have hidden defects, the Purchaser must send an e-mail to the Supplier's Customer Service (servizioclienti@starblock.it) to notify the Supplier of the non-conformity or hidden defects of his Product(s).

The consumer purchaser has 2 (two) years from delivery of the purchased Products to exercise the guarantee against hidden defects and must be asserted by the purchaser within two months of discovery of the defect.

Any claim made after the aforementioned period of 2 (two) shall be rejected and the Buyer shall be released from any liability.

Following notification of non-conformity or the presence of defects, the Supplier's Customer Service will confirm receipt of the Purchaser's request and inform him of the procedure to be followed. Upon receipt of instructions from the Supplier's Customer Service, the Purchaser shall return the non-conforming Products or Products affected by a hidden defect to the Vendor at the following address:

ST AUTOMOTIVE S.R.L - STARBLOCK

S.S. 96, 119, Starda Vicinale Lamarossa, 70026 Bari (BA)

The Product(s) must absolutely be returned:

(i) complete, unused, in intact original packaging.

(ii) accompanied by the original packaging as well as the return note provided by the Supplier's Customer Service and the invoice.

The Supplier will not accept packages that are not franked. Any risk associated with the return of the Product(s) shall be borne by the Purchaser.

Upon receipt of the allegedly non-conforming Product(s) or Product(s) affected by a hidden defect, the Supplier shall carry out an inspection of the Product(s) in order to ascertain its conformity. Likewise, the Supplier may carry out a quality test on the Product(s) returned by the Purchaser to verify that the Product(s) returned is/are the original Product(s). It is understood that such checks shall be carried out as soon as possible and within a maximum period of 1 (one) month.

If the non-conforming character of the Product(s) and/or the hidden defect is confirmed, the Supplier shall proceed to refund the non-conforming Product(s) or the Product(s) affected by a hidden defect, as well as the shipping costs, depending on the method of payment used by the Purchaser, within a period of 14 (fourteen) days from receipt of the non-conforming or defective Product(s).

In the event that the Purchaser is not a direct Consumer, the discipline expressly set forth in Article 1495 of the Italian Civil Code shall apply. The Customer, in the event of the existence of defects in the Product, shall, under penalty of forfeiture, within eight days of discovery, dispute the Product supplied by sending the Supplier a suitable written communication containing a list of the defects or flaws, the number of pieces on which they were found, the methods by which the checks were carried out, the batch number and any useful element to allow the Supplier to precisely identify the Product that is the subject of dispute. The action shall in any case be time-barred within one year from delivery. The Customer, if requested by the Supplier, shall return the disputed Product. If the Supplier does not find the presence of the defects or faults complained of, the Supplier shall invite the Customer to its premises to jointly assess the results of its investigations, after which the Product shall be sent back to the Customer at its own expense. It is understood that in this case the Customer shall also pay the relevant shipping costs, which are already charged in the invoice. The Supplier, however, may, at its sole discretion, and without this constituting recognition of any liability, proceed to replace the disputed Product. Under no circumstances may the Customer suspend payment of the disputed Product. In any case, unless otherwise requested by the Supplier to the Customer, the Customer shall be responsible for disposing of the disputed Product, if it is still at the Customer's premises. Any claims or disputes concerning a single delivery of Product shall not release the Customer from the obligation to collect and pay for the remaining quantity of goods, within the limits of the order or commitment. Once the period of eight days has elapsed, and in the absence of objections, the Product delivered shall be deemed definitively accepted. In no case after acceptance, shall the Supplier be obliged to replace the Product supplied.

The Customer, whether a direct Consumer or not, expressly waives the right to claim damages or to request termination of the contract in the event of inaccuracies concerning the quantity and quality of the Goods.

The legal guarantee granted to the Purchaser, the Consumer, does not cover conformity defects arising from the transport and/or installation of the Product, unless the transport and/or installation are not included in the contract concluded by the Consumer and were carried out by the Seller or under the Seller's responsibility. The legal guarantee is also excluded in the event of defects or malfunctioning of the Products caused by atmospheric and natural events, accidental damage or breakage, improper or negligent use of the Product, poor maintenance, failure to comply with the instructions and indications for the installation/operation/maintenance of the Product as recommended in the user manuals. It is also excluded for defects and malfunctions attributable to normal wear and tear.

This also applies in the event that Article 1495 of the Civil Code applies, so the guarantee provided will not cover the aforementioned defects/defects.

12. LIABILITY

The Supplier shall be solely responsible for the activities for which it is responsible and for the correct supply of the Product, which shall have the characteristics specified in the Order. No other responsibility is understood to be the Supplier's. The Supplier shall also organise and carry out the supply in compliance with all applicable regulations. The Supplier shall not be liable for Product defects when these are attributable to materials supplied by the Customer or by third parties indicated by the Customer; design or drawing errors when such activities are carried out by the Customer or by third parties indicated by the Customer; use of equipment indicated or delivered by the Customer or by third parties indicated by the Customer; treatments or manipulations carried out without the consent of the Supplier; production errors when the process has been indicated and validated by the Customer; different, impermissible, abnormal, atypical or particular use; defective storage, transport, preservation or handling of the Product; normal wear and tear of the Product or deterioration thereof attributable to events attributable to the Customer or third parties; non-compliance with the Supplier's recommendations, indications or suggestions as to the maintenance, preservation or use of the Product.

13. LIMITS OF LIABILITY

Any liability for indirect damages, loss of image, loss of profit, loss of business, loss of profit, downtime, or in any case as an indirect consequence of the Product defect is expressly excluded. Similarly, the Supplier shall not be liable for any direct or indirect damages suffered by the Customer as a result of the latter's use of technical documents, information, Product data, indications of technical or functional characteristics, etc., when such use has not been previously and specifically authorised in writing. In no case shall the Supplier be liable for lack of performance of the Product manufactured.

14. MAJOR FORCE

Neither party shall be liable for total or partial non-performance or delay in the performance of its obligations under this agreement that is caused by an event that cannot be prevented (hereinafter "Force Majeure Events").

The Party who assumes that a Force Majeure Event has occurred or there is a risk of its occurrence shall inform the other Party within five business days of such event or risk and, if possible, of the duration of the intended suspension of the contractual obligations assumed.

Certain events constituting force majeure shall be deemed to be the following causes, the list of which is purely indicative and not exhaustive: natural disasters (earthquakes, fires, floods, storms, etc.); -armed conflicts, wars, disputes, attacks, riots, acts of terrorism.Armed conflicts, wars, disputes, attacks, riots, acts of terrorism; labour conflicts or disputes, occupation or lock-outs, general or sector strikes or lock-outs, affecting the Supplier's suppliers, transporters, service companies, shippers, post offices, public offices in general or, in any case, all those involved in the production process orders by judicial, governmental or public authorities in general; import bans, embargoes, production blocks imposed by health authorities or public authorities in general; labour accidents, seizures, machine breakdowns, explosions, lack of availability of electricity and any and all facts that may limit or exclude the possibility of production.

The Customer shall promptly inform the Supplier of any fact that may be considered force majeure and that may make delivery or collection of the Product difficult. In this case, the Customer shall also indicate to the Supplier how the Product can be delivered, possibly even in a different place from the one agreed, bearing, in this case, the additional cost that the Supplier shall indicate, implementing, in any case, all suitable measures to be able to collect or store the product made by the Supplier in such a way as to make the inconvenience for the Supplier as onerous as possible.

The Parties agree to jointly identify the terms and conditions for filling orders during the presence of a Force Majeure Event. After 120 days of interruption due to an Event of Force Majeure, the Parties may consider cancelling orders and refunding the Buyer where due.

 15. ASSIGNMENT OF THE CONTRACT AND CREDITSI

The Supplier may assign the Contract, including as part of a transfer of a company or business unit, or assign the claims arising from the Contract. Notwithstanding the foregoing, the Supplier shall not be liable to the Customer in the event of non-performance by the assignee of its obligations under the Contract.

16. JURISDICTION

The supply of the Product and any consequence deriving from the execution of the contract or in any case any fact connected or prodromal to the conclusion of the contract and/or the order, shall always and in any case, as a matter of mandatory nature, be subject to Italian Jurisdiction and to the laws in force in Italy, without prejudice to the validity or applicability of foreign jurisdictions or norms.

17. COMPETENT COURT FOR DISPUTES

The Supplier and the Customer, at any time, should the need arise, shall make their best efforts to settle amicably any disputes or divergences that may arise between them for any reason that has a connection, even of a prodromal nature, with the supply of the Product. In the event of failure to reach an amicable solution to the dispute, the Court of Bari shall always and in any case have exclusive and mandatory jurisdiction, except in the case of direct relations with the Consumer, for which Article 66 of the Consumer Code shall be applicable, pursuant to which the court of the place of residence or domicile of the consumer, if located in the territory of the State, shall have jurisdiction.

18. CONFIDENTIALITY CLAUSES

Supplier and Customer, during the course of the supply relationship and for five years after its conclusion, shall be bound by the most scrupulous respect for confidentiality and secrecy of all that (documents, data, characteristics, elements, technical and financial information, drawings, graphs, reports, diagrams, notes, etc.), during the execution or preparation of the contract, they have mutually learned. The Supplier and the Customer undertake to keep all material mutually exchanged or received with the same care and in the strictest secrecy as if what has been received or exchanged were their exclusive property. The Supplier and the Customer shall only allow the persons involved in the execution of the supply access to the data, documents and material all received.

The obligation of confidentiality and secrecy shall not apply in the case of: information that is in the public domain or otherwise already known at the time the contract is entered into; information already in one's possession prior to the conclusion of the contract; obligation to disclose information when imposed by a judicial or public authority in general.

Each party shall promptly inform the other of the occurrence of any event that may, even potentially, affect confidentiality, providing any information necessary or useful to assess the event and the risks arising therefrom.

19. PERSONAL DATA PROTECTION

For the implementation and management of the legal relations governed by the General Terms and Conditions, the Parties undertake to collect and process personal data relating to the other party in accordance with the provisions of EU Regulation 2016/679 (hereinafter referred to as the "Regulation") and applicable national regulations, including directives issued by the relevant Supervisory Authorities, where applicable. It is mutually acknowledged that the fulfilment of obligations relating to the processing of personal data is considered essential and that the breach of such obligations constitutes a legitimate cause for the termination of the concluded Contract. In the context of the processing of personal data relating to the services offered by the Supplier, the parties agree on the following terms. "Data Protection Regulations" means: (i) the EU Regulation 2016/679, which protects natural persons with regard to the processing of personal data and the free movement of such data; and (ii) any further legislation, statutory instrument and/or regulation relevant to the protection of personal data, including provisions adopted by Supervisory Authorities when applicable, as well as any codes of conduct. The definitions provided in this clause and in the Data Protection Regulations apply to the terms used, including: - "Personal Data": information that identifies or makes an individual identifiable, processed by both the Client and the Provider according to specific categories as outlined in Article 9 of the EU Regulation 2016/679, subject to the conditions provided by law for the processing of special categories of data. - "Special categories of personal data": data revealing racial or ethnic origins, political opinions, religious or philosophical beliefs, trade union membership, genetic data, data on health, sex life or sexual orientation. - "Data subject" means the individual to whom the personal data processed relate. - "Data controller" and "Processor": defined according to their ability to determine the purposes and means of the processing of personal data. - "Processing" means any operation performed on personal data. The Parties undertake to process personal data for purposes related to the performance of the contract, legal and regulatory obligations, and for other legitimate internal purposes. The data collected will be processed to fulfil legal obligations, including those arising from anti-money laundering regulations, and for the performance of contractual obligations. Categories of persons who may access the data include invoicing, accounting, regulatory compliance, and quality control personnel. The rights of data subjects with regard to their personal data are guaranteed by the Regulation and national law, allowing access, rectification, erasure, restriction of processing, objection to processing, withdrawal of consent, and the right to data portability. The Parties agree to indemnify and hold each other harmless from liability arising from breaches of data protection legislation, emphasising their mutual commitment to protecting the rights of data subjects and complying with applicable legal provisions.

(last update 07.08.2024)