GENERAL CONDITIONS OF SALE

1. ENVIRONMENT

1.1 The sale of the products (hereinafter "Products") of Energy S.r.l., based in Montebello vicentino (VI), Via Del Progresso n.35 (hereinafter "The Seller") is governed exclusively by these "General Conditions of Sale", also available and freely printable or downloadable in a durable form at the Seller's website (insert link) and by those special conditions from time to time agreed upon with theBuyer and set forth in Seller's "Offers" or "Order Confirmations"such as, without limitation, price, terms and conditions of delivery and payment. In the event of any conflict between these General Conditions of Sale and the terms and conditions contained in Seller's Offers or Seller's Order Confirmations signed by Buyer, the latter shall prevail.

1.2 Buyer's signing of Seller's Offer or Order Confirmation implies full and unconditional acceptance also of all these attached General Conditions of Sale, which, unless expressly derogated from, shall always be deemed referred to and binding.

2. ORDERS AND CONCLUSION OF CONTRACTS OF SALE

2.1 Each order for Products by Buyer shall be in writing. Seller reserves the right at all times to accept or reject such order.

2.2 Each order shall specify exactly the types, models, quantities, technical characteristics and any customizations of the Products ordered, as well as any other items required by the order proposal forms prepared by Seller or its agent, if any. The Buyer assumes all responsibility for the inaccurate or incomplete indication of the above data in the orders placed by him.

2.3 Upon receipt of Buyer's order, Seller, which is not bound by such order, reserves the right to send Buyer in writing an Order Confirmation containing also these General Conditions of Sale. In any case, the Seller reserves the right to change the special conditions of the Buyer's order. Any special conditions agreed verbally or by telephone between the parties shall not be valid unless these are mentioned in writing in the Order Confirmation.

2.4 The contract for the sale of the Products becomes effective when the Seller receives the Order Confirmation or the Offer signed for acceptance by the Buyer. In any event, Seller's Order Confirmation shall be deemed accepted by Buyer, together with these General Terms and Conditions of Sale, if within 7 (seven) calendar days of its transmission Seller has not received a formal written acceptance or written complaints are not received from Buyer.; or, unless otherwise specified, at the time of Delivery.

2.5 Once the contract of sale has been concluded, Buyer may not change its subject matter or withdraw from the contract. However, upon Buyer's written request received in each case prior to the shipment of the Products, Seller, at its discretion, may agree to terminate the contract in whole or in part, it being understood that Buyer shall be required to pay a penalty equal to 20% of the price of the sale that should be terminated, which shall be retained by Seller as compensation for damages, without prejudice to the greater amount that will be communicated by Seller in consideration of the costs incurred with respect to any work performed or components purchased up to the time of receipt of the request for termination by Buyer (including any commitments to third parties, reasonable profits and overhead costs) upon submission of an invoice by Seller, it being understood that in any event Buyer shall pay to Seller what is due for the portion of the sale not terminated. The right of the Seller to compensation for any greater damages in the event of non-consensual termination between the parties shall remain unaffected.

3. DELIVERY

3.1 Unless otherwise agreed in writing between the parties, all sales of Seller's Products shall be deemed EXW loaded Montebello vicentino (Incoterms ® 2020 ICC, Paris) at Seller's registered office or from its warehouses or branches, regardless of Buyer's choice of shipper. Transportation costs and any insurance shall always be borne by Buyer, even if the Products will travel by Seller's vehicles, or entrusted to carriers or forwarders other than those designated by Buyer. The Products always travel at Buyer's risk.

3.2 Delivery terms are always approximate and not binding on Seller. Deliveries will be made according to Seller's own production and delivery requirements. The Seller reserves the right to split the Products of a single contract into several deliveries, or to cumulate in a single delivery the Products specified in different contracts with the same Buyer.

3.3 The order shall be deemed to have been fully processed by the Seller when the notice of availability of the Products for shipment is sent to the Buyer. From that moment the Seller shall no longer be responsible in any way for damage, loss, destruction or deterioration of the Products, even if in its material availability.

3.4 The Seller shall not be liable for non-delivery or delayed delivery of Products attributable to force majeure, unforeseeable circumstances or reasons such as, but not limited to, strikes, riots, civil commotion, acts of war, workplace unrest, shortage of material raw materials, power failure, fire, earthquakes and natural disasters in general and any other cause beyond the Seller's control. In all cases of delayed delivery of the Products, the Buyer shall not be entitled to claim termination of the contract or compensation for damages.

3.5 The Seller reserves the right to suspend delivery of the Products sold in case of irregular payment of previous deliveries.

3.6 The Products shall be packed in standard export packaging suitable for loading on ordinary means of transportation and unloading with suitable and approved forklifts or cranes. The Seller shall not be responsible for any damage caused to the Products during their unloading due to mishandling.

3.7 Unless otherwise agreed in writing between the parties, the assembly and installation of the Products sold shall always be the responsibility of the Buyer. If Buyer wishes the Products sold to be tested at Seller's premises by Seller's technicians, Buyer shall notify Seller in writing in the order. Seller shall notify Seller of the additional costs for such testing, which, unless otherwise agreed in writing between the Parties, shall be borne by Buyer. The Buyer shall also specify the technical requirements for said testing and any information regarding the location, environment and climatic conditions of the place where the Products will be installed to enable the Seller to assess the suitability of the required testing and the Products and take any appropriate measures to test the Products ordered. Upon completion of the test, if required, the Seller will send the positive results to the Buyer. The results shall be deemed positive and no claim shall be made by the Buyer if the required test results meet the technical data and requirements specified by the Buyer.

3.8 Following a positive test result, delivery of the Products shall take place in accordance with the terms specified in the Order Confirmation, it being understood that if the scheduled delivery is delayed due to the tests requested by the Buyer, said scheduled delivery shall be postponed accordingly, and the Buyer shall arrange to take delivery of the Products at the place specified in the Order Confirmation. If Buyer requests final testing of the Products to be performed at the place of their installation, Buyer shall bear the travel, board and lodging expenses of Seller's technicians sent for testing. Upon successful completion of the final testing, the Buyer shall sign the positive testing report, with full acceptance of the Products.

3.9 Delay by the Purchaser in taking delivery of the Products, exceeding 15 (fifteen) working days from the notice of ready for delivery by the Seller, shall automatically result in the same Purchaser being charged storage fees at the expense of the Seller in the amount of 0.2% of the price of the Products sold for each calendar day of delay. It is in any event understood that from the day on which notice is given that the goods are ready for delivery, the risk of loss or destruction of the Products shall pass to the Buyer.

4. PRICES

4.1 The prices set forth in Seller's price list in effect from time to time shall be free of all taxes, duties, packaging costs, freight or insurance. Prices may be varied or changed by Seller, in its sole discretion and without notice, if there are changes in the taxation system or sudden and unexpected increases in the cost of labor or raw materials.

5. PAYMENTS

5.1 Incomplete or untimely payment within the agreed terms shall constitute a serious breach by the Buyer and the Seller shall have the right to terminate the contract pursuant to art. 1456 c.c. by simply stating in writing that it avails itself of this clause by means of a registered letter with acknowledgement of receipt to be sent to Buyer, without the need for its prior notice of default, without prejudice to its obligation to pay the price and without prejudice to compensation for any greater damages.

5.2 In case of installment sales, the Products sold shall remain the exclusive property of Seller until full payment is made by Buyer. Failure to pay even a single installment, shall entitle the Seller, at its sole discretion, to deem the Purchaser immediately forfeited the benefit of the term and to demand immediate payment of the remaining price, or to immediately terminate the contract of sale by retaining the installments already paid by the Purchaser as compensation for damages, as well as to claim the equitable compensation provided for by Art. 1526 cc in addition to compensation for any greater damages.

Payment by check does not invalidate the reservation of title because it is to be considered given and accepted subject to good performance. The granting of any moratorium or renewal of the terms of payment by issuing new securities or any other form of deferment of payment, shall in no case entail any novation of the relationship, so that the reservation of title and all other Conditions of Sale agreed herein shall retain their full effectiveness.

5.3 On payments made by Buyer after the agreed terms, default interest will be charged at the rate established by Legislative Decree 231/2002. They shall automatically become due in favor of the Seller, without the need for formal notice of default to the Buyer, without prejudice to the possibility for the Seller to claim compensation for greater damages pursuant to Article 1224 of the Civil Code.

5.4 Should a dispute arise between the parties, Buyer shall not be entitled to suspend or delay its payment obligation, pursuant to Article 1462 of the Civil Code.

6. TECHNICAL AND DESIGN CHANGES

6.1 The Seller shall not be obliged to modify the Products in the course of production with any technical changes requested by the Buyer after the conclusion of the contract in accordance with paragraph 2.4 above.

6.2 Any modification resulting from any of the following shall be subject to equitable adjustments in price, delivery time, and any other terms and conditions:

(a) changes requested by Buyer

(b) any delay caused by Buyer or its employees or subcontractors or any other party which may reasonably be deemed to be within Buyer's control;

(c) any emergency that presents a risk to persons or property. In such circumstances, Seller may act at its discretion to prevent any damage, injury, or economic loss.

6.3 All changes after the conclusion of the contract, except for actions made necessary by any emergency as listed in clause (c) of clause 6.2 above, must be made by means of a special request for change, submitted in writing and signed, or otherwise approved in advance by both parties; the Seller will not begin to make any change until after receiving special authorization for such change. All requests for changes shall be made within a reasonable period of time after the need for such request has occurred.

6.4 The Seller reserves in any case, without prejudice to the essential characteristics of the Products, the right to replace, even after the conclusion of the contract pursuant to paragraph 2.4, certain components and/or constructive and/or technical details of its Products without any obligation to notify the Purchaser thereof as well as to make the replacements deemed necessary using the most recent editions of equivalent Products, which have replaced the previous ones, having form and functions comparable to those replaced. These replacements cannot be considered modifications and are therefore not subject to the terms described in this Article 6.

7. WARRANTY

7.1 The Seller grants to the Buyer a warranty on the mechanical parts of the Products for a period of 12 (twelve) months from the date of delivery of the P roducts, referred to in paragraph 3.3 above. Seller warrants that during such period the Products will be free from defects in materials and workmanship, provided, however, that: (1) said Products are in normal condition for use and maintenance, conforming to the standards set forth in the specifications set forth by Seller; (2 the installation, configuration, adjustment, and start-up have been properly performed in accordance with the specifications re if known by Seller.

7.2 This warranty, which does not cover parts subject to normal wear and tear or damage caused by transportation, is the sole and exclusive warranty given by Seller for the Products, and therefore excludes all other warranties, express or implied, and consists, at Seller's option: in the free repair or replacement of the Products or any part thereof that, in Seller's sole discretion, are deemed defective, or otherwise to the issuance of a credit note in the amount equal to the purchase price of the Products subject to the intervention, only upon the return of such Products, in accordance with the instructions provided by Seller. Products repaired or replaced under warranty shall be warranted for the longer of the following periods: six months after delivery of the same or the remaining period of the warranty provided for the original component.

The warranty is subject to prompt notification of defects to Seller within 8 days of delivery for immediately visible defects, and within 8 days of discovery for hidden defects. In case of uncertainty as to the date of delivery, the date of manufacture shown on the Product nameplate will prevail. The claim, in order to be valid, must be received exclusively at the Seller's office by official written notice.

7.3 Late payment or partial or total default by Buyer shall result in Buyer's automatic forfeiture from this warranty.

7.4 Warranty repairs will be made at Seller's place of business or, in Seller's sole discretion, at a service center of its choice. In order to be eligible for warranty, the Products must be received, at Buyer's expense, at Seller's place of business or at such service center as Seller shall have designated in advance. In the event the Product is found to be defective, the parties will agree upon the least costly and most effective means of eliminating such defects.

7.5 In addition to the case provided for in paragraph 7.3 above, this warranty shall automatically expire in the following cases:

-the Products have been subjected to technical intervention, disassembly or repair by parties not authorized by Seller;

-Product failure is due to incorrect installation and/or electrical connection, tampering, improper use or use not in accordance with the instructions or beyond the limit of use indicated in the instructions for use;

- use of unsuitable fuels or lubricants that do not conform to the written requirements in the seller's and/or engine manufacturer's operating and maintenance manuals.

- the Product has been subjected to overloading in excess of the stated limits.

- the damage complained of is due to normal wear and tear resulting from deterioration of major components, such as, for example, rotating engine parts, piston seals, valves, or any component normally subject to natural wear and tear.

- maintenance has been omitted or insufficient, or the defect results from improper installation and/or proper use.

Warranty shall be provided only on the condition that Seller's inspection of the Product reveals that the alleged defect was not caused by misuse, negligence, improper installation, use, maintenance, repair, modification, or alteration by anyone other than Seller, or that it was not caused by accident, deterioration of the Products or their components caused by electrical or electromagnetic disturbances, or by any of the events referred to in this Section 7.5

7.6 By express derogation from Article 1494 of the Civil Code, the Seller, in any case, shall not be liable for damages caused by the defective Products or by delayed warranty work. In particular, by way of example and without limitation, in no event shall Seller be liable for interruption of operations or loss of profits, or costs incurred, or loss of data, or similar damages (whether direct or indirect) or for any other incidental indirect or consequential damages of any kind whatsoever, and the maximum and cumulative liability for any claim shall never exceed the sales price. Any legal action must be brought within 18 months after the right of action arises

7.7 Unless otherwise specified in the Order Confirmation, Seller does not warrant and shall not be liable for: (i) designs, materials, or construction criteria provided or specified by Buyer; (ii) products manufactured or supplied by other manufacturers or suppliers specified by Buyer; (iii) commercially available mechanical components, electrical components, hardware, and software integrated into the Products supplied. Any warranty or indemnity applicable to these types of items will be limited only to the warranty, if any, extended by the original manufacturer or supplier.

8. EXPORT CONTROL COMPLIANCE.

8.1 Buyer acknowledges and agrees that the export, sale or transfer of the Products to certain persons and/or entities or to certain destinations/end uses may be subject to restrictive measures or prohibitions under United Nations (UN), European Union (EU), United States of America (US) or United Kingdom (UK) export control legislation and/or international economic sanctions.

8.2 Buyer agrees not to export, resell or transfer, directly or indirectly, the Products to any natural or legal pe rsons, entities or bodies subject to restrictive measures, included in the United Nations Security Council Consolidated Sanctions List, the European Union List of Persons , groups and entities subject to EU financial sanctions, theOffice of Foreign Assets Control (OFAC) list of Specially Designated Nationals and Blocked Persons, and/or the UK Consolidated List of Financial Sanctions Targets in the UK and/or to entities owned or controlled by persons or entities on these lists or for uses prohibited by EU, UN, US or UK export control legislation and/or international economic sanctions.

8.3 Buyer shall not sell the Products to any person or entity that Buyer has reason to believe may be involved in the production or use of military or nuclear explosive applications, in facilities of civil nuclear activities not covered by Safeguard Clause A.I.E.A. (International Atomic Energy Agency) or in applications related to the development and/or production of chemical weapons and weapons of mass destruction and missiles that may be used as such weapon bearers.

8.4 Buyer declares that the Products will be exported, re-exported or transferred to a third party only on the condition that said third party accepts as binding on itself the same commitments as in this provision and on the condition that said third party is known to be reliable and trustworthy in complying with such commitments.

8.5 Buyer shall indemnify and hold Energy S.r.l. harmless from and against any and all damages, direct and indirect, arising out of any violation of United Nations, European Union, Italian, United States or United Kingdom export control regulations and international economic sanctions in connection with the Products and any sale or transfer thereof to sub-purchasers or end-users.

9. DOCUMENTATION AND LICENSES

9.1 Illustrative or descriptive documentation of the Products, drawings, weight, scope, dimensions, and the like, is for illustrative and informational purposes only, and Seller is therefore not responsible for any incorrect or incomplete information contained therein.

9.2 Software licenses may be included within the scope of the Products supplied, subject to Buyer's acceptance of additional terms and conditions set forth in separate license agreements entered into with Seller or third party license agreements. Such terms and conditions shall be the only covenants and provisions applicable to the software included in the Products.

10. APPLICABLE LAW AND VENUE.

10.1 Each contract of sale of Products shall be subject exclusively to Italian law, with the express exclusion, in the case of an international sale, of the 1980 Vienna Convention on the International Sale of Goods.

10.2 Any dispute relating to or inherent in the interpretation, execution or termination of the contracts of sale of the Products shall be subject to the exclusive jurisdiction of the Court of Vicenza, without prejudice to the Seller's right to bring proceedings before the competent courts in the place where the Purchaser has its registered office, offices, warehouses.

The Buyer

Pursuant to articles 1341 and 1342 of the Italian Civil Code, the Buyer declares that it has read, understood and specifically accepts the following clauses of the General Terms and Conditions of Sale: 1.2 (applicability of these General Terms and Conditions of Sale); 2.5 (penalty in case of agreed termination of the contract); 3.3 (time of complete order fulfillment); 3.9 (deposit charges for uncollected goods); 5.1, 5.3, and 5.4 (termination for failure or incomplete timely payment, interest, limitation on the right to assert exceptions); 6.2, 6.3, and 6.4 (technical and design changes and replacements by Seller); 7.2, 7.3, 7.5c, 7.6 and 7.7 (Warranty, limitations and causes of forfeiture); 8 (export control compliance); 9 (documentation and licenses); 10.1 and 10.2 (applicable law and jurisdiction).