GENERAL TERMS AND CONDITIONS OF SALE

All supplies and services provided by ERREPPI srl (hereinafter “ERREPPI SRL” or “Supplier”), as well as any special contractual agreements, are subject to these “General Terms” in their current form.

Purchase conditions of buyers that differ from these General Terms and Conditions of Sale shall not become contractual terms even if accepted with the order. The contract is deemed concluded, unless otherwise agreed, upon written confirmation of the order by ERREPPI SRL.

ERREPPI SRL retains all ownership and copyright rights to models, quotations, drawings and other information, whether tangible or intangible; third parties may not access such information without the prior consent of ERREPPI SRL.

Agreed prices are always to be understood as net prices “EXW Bevagna, Italy” according to INCOTERMS 2020. For international deliveries, unless otherwise agreed in writing, the “EXW” delivery term generally applies, and the importer of the goods into the respective country of final destination is always the buyer. The buyer will be informed of the availability of the goods by email.

All payments must be made free of deductions to one of the ERREPPI SRL accounts indicated on the invoice. There is no right to withhold payment or to set it off against a counterclaim.

In the event of failure to make advance payment and/or to open a letter of credit in the buyer’s name within 6 months of signing the contract, ERREPPI SRL shall be entitled to compensation equal to 50% of the amount due, payable upon presentation of ERREPPI SRL’s invoice to the buyer, no earlier than 6 months but no later than 7 months from the signing of the purchase contract between the buyer and ERREPPI SRL.

The currency is the euro (€), unless otherwise agreed. The use of a different currency must be agreed upon using an artificial exchange rate set by ERREPPI SRL.

Any expense and/or cost and/or commission for the opening, amendment or similar acts arising from the use of performance bonds, COD, CAD, standby L/C, or any type of L/C shall be borne entirely by the buyer.

The delivery term is agreed upon between the contracting parties. ERREPPI SRL’s compliance with the delivery term presupposes that all commercial and technical matters between the contracting parties have been resolved and that the buyer has fulfilled all its obligations, in particular the making of advance payments and the L/C. Otherwise, the delivery term shall be extended accordingly.

Compliance with the delivery date is subject to ERREPPI SRL’s suppliers delivering accurately and in accordance with the provisions of the contract. ERREPPI SRL will inform buyers of any delays as soon as possible.

The delivery term is deemed met when the Supplier officially communicates the availability of the products. After notice of availability is given, the buyer is required to collect the products within the following 30 calendar days. In the event of an unjustified delay in delivery due to the buyer’s fault exceeding 60 days, ERREPPI SRL shall have the right to otherwise dispose of the products.

If failure to meet the delivery term is attributable to force majeure or events beyond ERREPPI SRL’s control, the delivery term shall be extended accordingly. ERREPPI SRL will inform the buyer of the beginning and end of such conditions as soon as possible in all cases.

ERREPPI SRL shall be liable for a delay in delivery only if the customer has fulfilled all its obligations and there are no outstanding partial or advance payments. In the event of a delivery delay attributable to ERREPPI SRL, ERREPPI SRL may be requested by fax to perform the contract within a grace period of at least 30 days.

Packaging, containerization, and land and sea transport costs are not included and can be provided upon request. For any spare parts purchase deemed urgent by the buyer that requires a considerable amount of packaging material and/or an extraordinary amount of warehouse staff, ERREPPI srl will apply a 3% surcharge on the total order amount.

STANDARD container shipping quantities as follows

• Buffalo with CKD flat-pack body = 8 units per 20-foot container
• Buffalo with CKD flat-pack body = 18 units per standard 40-foot container
• Buffalo with fully welded body = 4/5 units per standard 20-foot container
• Buffalo with fully welded body = 12 units per standard 40-foot container

Note: quantities for mixed products must be determined by the logistics department in due time.

Risk passes to the buyer after ERREPPI SRL has communicated the availability of the goods, in accordance with the contractually agreed delivery term.

If the parties have agreed on a delivery date, delivery must take place on that date. If no delivery date has been agreed, delivery must take place within 30 days of the notice of availability (by registered mail, e-mail or fax) from ERREPPI SRL. Should delivery not take place within such dates and terms, the buyer shall bear all legal consequences arising from failure to collect the goods. Should the standard conditions for the operation of the unit in question (soil type, plant, particular climatic conditions and any other relevant factor) not be fully obtainable for any reason, delivery shall be deemed to have taken place when the values achieved reach 70% of the desired values in quantitative terms. Product quality can only be verified approximately at the time of delivery, since achieving consistent quality and compliance with standards, to the extent possible based on the raw materials used, can only be guaranteed during ongoing production.

In the event of a delay in delivery or collection, or should these prove incomplete, for reasons beyond ERREPPI SRL’s control, risk passes to the buyer on the day of notification of availability for delivery or collection. ERREPPI SRL is required to take out insurance at the buyer’s expense and on the buyer’s instructions, if deemed necessary.

Partial and early deliveries are permitted, provided they are agreed with the supplier.

ERREPPI SRL retains ownership of the object of supply until full payment has been made.

ERREPPI SRL has the right to insure the object of supply against theft, breakage, fire, water damage and other damage at the buyer’s expense for the duration of the legal retention-of-title period, to the extent that the buyer has not demonstrably taken out insurance on its own account and registered it for the benefit of ERREPPI SRL.

Prior to full payment, the buyer may not dispose of, transfer, or pledge the object of supply. In the event of seizure, confiscation or other disposal by third parties, ERREPPI SRL must be informed immediately.

In the event of a breach of contract by the buyer, in particular non-payment, ERREPPI SRL has the right to repossess the object of supply following a formal notice, and the buyer is required to hand it over.

For defects relating to the quality or title of the delivery, and excluding further claims — subject to paragraph VII — ERREPPI SRL undertakes to provide assistance in a timely manner, provided that a Warranty Claim is submitted or that the complaint is supported by images and/or videos and a complete technical report from the buyer if the product is not covered by warranty. All warranty-related activities and requests must and can only be communicated officially through the respective procedures and contacts of ERREPPI SRL as indicated above. Any other type of communication regarding the warranty does not create any obligation on the part of ERREPPI SRL toward customers.

Components broken or malfunctioning due to external influences, improper handling or maintenance, lack of maintenance, or components in continuous operation showing signs of possible imminent failure are not covered by this warranty. Furthermore, components that fail as a secondary consequence of another component that was not properly maintained, replaced, or claimed to ERREPPI SRL are not covered by the warranty. Additionally, all consequences arising from the use of raw materials not conforming to specifications and/or from operating parameters of ERREPPI SRL machines are not covered by the warranty.

To enable ERREPPI SRL to fulfill its warranty obligations, the buyer must keep a technical log to be submitted to ERREPPI SRL with any warranty claim.

Any part found to be defective and covered by warranty will be repaired or replaced during this period by ERREPPI SRL at no cost to the customer. This includes wear parts.

Any part replaced under warranty will be covered for the remaining validity period of the warranty.

Any part replaced under warranty must be returned to the customer by ERREPPI SRL and will become the property of ERREPPI SRL. Defective parts not returned to ERREPPI SRL within 7 calendar days of receipt of the new part by ERREPPI SRL will be invoiced according to the spare parts price list in effect. Transport and proper packaging of broken or defective parts to ERREPPI SRL are at the customer’s expense and risk.

ERREPPI SRL may, at its discretion, carry out repairs or replacements of defective parts not covered by the warranty, but such interventions will not be considered an admission of liability.

ERREPPI SRL will bear the labor costs for work performed under warranty. The costs required for the transport of ERREPPI SRL technicians, their on-site accommodation, and their transport will be invoiced to and paid by the customer.

The warranty on ERREPPI SRL machines may be transferred to subsequent owners for the remaining period.

During the warranty period, ERREPPI SRL reserves the right, but has no obligation, to make changes or improvements to all ERREPPI SRL machines based on the latest developments, providing the customer with new components free of charge, while the replaced components become the property of ERREPPI srl. ERREPPI SRL will not accept any warranty and/or general claim if the machine/tractor is equipped with non-original components not previously authorized by ERREPPI SRL and/or if modifications have been made by the buyer/customer/end user without the Supplier’s authorization. The machine must not have undergone modifications, repairs, or replacements other than those authorized by ERREPPI SRL. The machine must have undergone regular maintenance by technicians authorized by ERREPPI SRL, at the intervals specified by ERREPPI SRL based on the machines’ operating hours. Defects and consequential defects caused by incorrect adjustments, repairs and alterations carried out by unauthorized persons are not covered by this warranty, nor are defects and consequential defects caused by the use of non-original parts and accessories not authorized by ERREPPI SRL.

Defects caused by technological factors, by raw materials not conforming to specifications, or by improper use of the machine from a technological standpoint are not covered by this warranty. Repair work carried out by ERREPPI SRL authorized technicians or spare parts required for such reasons will be charged according to the current price list.

The warranty does not cover production losses incurred while the machine is not operating due to malfunction of a part or component, or due to warranty maintenance or repair work. The warranty does not cover defects that were not reported to the official ERREPPI SRL service within ten (10) days of discovery of the defect, and does not cover machine parts that have been improperly washed or lubricated with unsuitable products. In connection with any warranty claim, ERREPPI SRL will not be liable for production or material losses, inconvenience, time, business losses, or other incidental or consequential damages.

To the extent that ERREPPI SRL is not liable for gross negligence, the customer is not entitled to compensation for damages for personal injury, damage to property not covered by the contract, other damages, or loss of profit. The reversal of the burden of proof under Italian law on general contract terms is excluded (i.e., the injured party must provide proof). The goods or services provided offer only that level of safety that can be expected of them based on handling, maintenance, and inspection in accordance with the instructions for use and accepted safety standards. Liability for damages arising from a defect is completely excluded, in particular the cessation of production, loss of earnings, business interruption, storage and disposal costs, other losses arising from contractual relationships with third parties, financial penalties, and all other costs for damages to third parties. The parties are fully or partially exempted from performing the contract as anticipated if they are unable to do so due to force majeure.

If the products cannot be used by the buyer as provided for in the contract and this is attributable to ERREPPI SRL due to negligent or defective performance or the breach of other contractual obligations, the provisions of paragraph VI shall apply, excluding any further claims by the buyer. The buyer declares that it has been fully informed about the construction and operation of the products, that it has understood this information, and that it expressly and irrevocably waives any warranty claim or claim for damages arising from or in connection with this paragraph.

Further claims are excluded in any case.

Italian law applies exclusively to all legal relationships between ERREPPI SRL and the buyer.

The competent court is that of Rome. However, ERREPPI SRL has the right to initiate legal proceedings in the location where the buyer is based.