General terms of sale

GENERAL TERMS OF SALE APPLIED BY ESSE-TI srl
with registered office in Recanati (MC), via G. Capodaglio, 9, postcode 62019, VAT no. 01475310437

1. GENERAL DISCIPLINE
   • These General Terms and Conditions of Sale (hereinafter also referred to as “GTCS”) shall apply to all contracts concerning the products described in point 2 (SUBJECT) and sold by ESSE-TI srl with registered office in Recanati (MC), via G. Capodaglio, 9, postcode 62019, VAT No. 01475310437 (hereinafter referred to as “ESSE-TI” for brevity) both in Italy and abroad to entrepreneurs or by entities qualifying as professional operators (so-called B2B) with the express exclusion of the sale to consumers of the consumer protection legislation, pursuant to Legislative Decree No. 206 of 6 September 2005 (so-called Consumer Code).
   • The conditions described below prevail over any prior written or verbal contractual agreement and may only be waived by subsequent specific written agreements.
   • Any and all purchase orders addressed to ESSE-TI, regardless of the instrument used for their transmission, imply acceptance, without reservation, of these general terms and conditions.
   • It is understood that exceptions to the application of these GTC may be agreed.
   • Any exceptions to the application of these GTC must necessarily be made in writing.
   • Where the Parties have also entered into an agreement for repeated deliveries or deliveries of a periodic nature, these General Terms and Conditions shall also supplement and apply to the aforementioned documents, unless derogated from.
   • In the event of a conflict, the specifically agreed agreements shall prevail over these GTC.
   • At its sole discretion and in exceptional cases, ESSE-TI shall be entitled not to avail itself of these terms and conditions, without this constituting or being construed as a waiver of the right to avail itself of them subsequently.
   • Any and all agreements concluded otherwise than in accordance with these GTC shall in no way be binding or binding upon ESSE-TI, unless, of course, the order is expressly accepted and confirmed in writing.
   • In any event, any sales agreement shall necessarily be concluded in writing. In fact, ESSE-TI does not recognise any value in verbal declarations, agreements or commitments of any kind which may be made, entered into or undertaken by its officers and/or employees.

2. SUBJECT
   • These GTC cover electrical and electronic equipment for telecommunications and alarm systems for lifts.
   • The subject matter of the sale made by ESSE-TI is exclusively the products and software realised by it as well as their functionality.
   • It is therefore understood that by accepting the order ESSE-TI does not assume – unless otherwise expressly agreed in writing – any obligation to provide the customer with specific know-how, production technology or other application or adaptation inherent to the activity the customer intends to carry out with the product and software supplied.

3. PURCHASE ORDERS, MODIFICATIONS AND CANCELLATIONS
   • Bids -in which the product, its quantity and unit price shall necessarily be identified- that are made in writing by ESSE-TI shall be valid and irrevocable for 15 (fifteen) days from their issue, unless of course otherwise specified and expressly committed to maintaining a specific bid for a different period of time.
   • Prices indicated in catalogues or other price lists issued by ESSE-TI are purely indicative and are not binding on ESSE-TI, which shall only be bound by the prices indicated in a specific offer to the customer.
   • In the event of an offer proposed in writing by ESSE-TI, including by the use of digital means, the contract of sale shall be deemed to have been concluded upon the customer’s acceptance communicated in writing.
   • If, on the other hand, the customer submits a written order for the purchase of products to ESSE-TI, the sales agreement shall be concluded as described below.
   • Within 5 (five) working days of receipt of the written order ESSE-TI shall send the Customer, again in writing, a formal notice of acceptance of the order (so-called order confirmation).
   • If ESSE-TI’s order confirmation differs from the initial order received from the Customer and contains a different indication of the constituent elements of the order (such as the identification of the product sold, the purchase price or the delivery date), the contract shall be deemed to have been concluded only after the Customer’s acceptance of the order confirmation sent by ESSE-TI.
   • In such a case, the customer shall send a written notice of acceptance of the order confirmation, thereby expressing its express consent and adherence to what is stated and specified therein, including reference to any changes made by ESSE-RI with respect to the initial order received.
   • Once the contract has been concluded, ESSE-TI shall commence execution of the order received, which may therefore no longer be modified or cancelled by the customer.
   • ESSE-TI reserves the right, in any event, to accept or reject any requests for amendments or cancellation of the order that it may subsequently receive from the customer, taking into account the progress of the order, reserving the right, in this case, to make a request for integration of the consideration or reimbursement of any charges resulting from the amendment requested and granted.
   • In any event, modifications and cancellations of the order shall be expressly accepted in writing by ESSE-TI, otherwise the previously concluded sales agreement shall remain valid and effective.

4. DELIVERIES
   • Delivery dates are always to be understood as approximate and indicative and subject to production possibilities.
   • Consequently, the essential nature of the term is excluded unless explicitly agreed upon. Failure to deliver within the terms not stated to be essential shall entitle the purchaser to withdraw from the contract, excluding any action or claim for damages. Delivery deadlines, even if established, may be extended (and orders even cancelled) in cases of force majeure and in cases of political, economic, domestic and in the event of lack of and insufficient allocation of raw or ancillary materials, import bans or restrictions.
   • Cases of force majeure include, in addition to fires, strikes, stranded transports of all kinds, failure, partial or defective delivery of components by ESSE-TI’s suppliers.
   • Internal cases also include (the list is merely indicative and not exhaustive) the suspension of electricity and the total or partial failure of a production line.
   • The obligation to supply the goods sold by ESSE-TI shall be deemed to have been fulfilled with the direct acceptance of the goods by the customer or by the appointed carrier.
   • The handover definitively finalises the transfer of ownership in favour of the customer.
   • Goods therefore travel at the risk and peril of the purchasing party and ESSE-TI accepts no liability whatsoever for damage to goods purchased after they have left its factory and/or warehouse.
   • The above provisions remain valid even if ESSE-TI is contracted to transport

5. CONSIDERATION AND TERMS OF PAYMENT
   • Payments must normally be made by bank receipt or, for foreign Customers only, by bank transfer. Only exceptionally, payments by bank cheque, bank draft or by bank transfer may be authorised also for Customers based in the national territory of the Italian Republic. Payments by bank transfer shall be announced in advance by means of a bank transfer notice or a copy of the order forwarded to the bank or, as soon as possible, of the relevant CRO number.
   • Once the payment deadline has passed without payment having been made, ESSE-TI may, at its sole option, either suspend deliveries of the remaining quantities of goods sold or terminate the contract, without prejudice, in either case, to its right to claim damages.
   • In the event of late payment of invoices, interest on arrears shall be due to ESSE-TI to the extent set forth in Legislative Decree 231/2002.

6. COMPLAINTS, DISPUTES AND RETURNS
   • No claim shall be accepted by ESSE-TI fifteen days after receipt of the goods by the customer.
   • Any return of products must, in any event, be discussed in advance and expressly authorised in writing by ESSE-TI .
   • Acceptance of a return -requested for reasons not attributable to the seller- shall be at the sole discretion of ESSE-TI and shall only be made if the product purchased has been paid for in full.
   • In any event, the costs inherent in the return, – including logistics, transport, storage, administrative and management costs as well as all other related costs, – shall remain the sole responsibility of the Customer and shall be settled for the amounts and under the terms to be assigned by ESSE-TI.

7. GUARANTEES
   • All products supplied by ESSE-TI are tested, strictly controlled and guaranteed to be free from material or manufacturing defects before being shipped.
   • ESSE-TI guarantees the products for 24 months from the date of shipment.
   • ESSE-TI undertakes to replace all equipment or components which, within 24 (twenty-four) months from the date of shipment, have proven manufacturing defects, independent of incorrect use by the customer or end-user, and provided that the same are reported in writing within the warranty period.
   • The warranty shall be void for products that are tampered with and deteriorated for reasons not attributable to ESSE-TI, as well as for equipment that is used for applications that conflict with and are incompatible with the limits of use dictated by standards and/or set forth in the user manuals and technical documentation.
   • Assembly, preparatory and ancillary work, electrical connections and commissioning of the products supplied are carried out by the customer: the guarantee provided therefore only concerns the individual components supplied and not the complete system.
   • Any modification, manipulation or variation made to the original product or its individual components as sold by ESSE-TI as well as any installation not envisaged in the accompanying technical documentation shall automatically invalidate any form of warranty.
   • ESSE-TI accepts no liability for products that have undergone changes or installations not covered by the manuals or technical documentation provided.
   • The customer hereby expressly releases ESSE-TI from any and all claims for damages or demands for pecuniary or non-pecuniary loss, direct or indirect, including loss of profit, which may be attributable to the incorrect use of the products supplied.
   • Under no circumstances may ESSE-TI be held or made liable for any damage of any nature whatsoever, whether direct or indirect, inherent, special or consequential, whether contractual or extra-contractual, arising from the activation or use of the products supplied and/or the interruption of operation of the systems on which they have been installed.
   • Similarly, ESSE-TI shall not be held liable for the malfunctioning of services resulting from the liability of telephone lines, power lines and global and national networks.

8. SIM CARDS AND IoT/M2M CONNECTIVITY SERVICES
   • This section applies exclusively to SIM Card products and IoT/M2M connectivity services (hereinafter “SIM Services”). In the event of conflict between this section and the preceding general provisions, the specific provisions of this section shall prevail with respect to SIM Services.
   • SIM Card ownership and right of use. SIM Cards (physical format 2FF/3FF/4FF or virtual eSIM/iSIM) are granted to the Customer for use only for the duration of the supply relationship. SIM Cards remain at all times the exclusive property of ESSE-TI or of the underlying Mobile Network Operator (MNO). The Customer does not acquire any right of ownership or other real right over the SIM Cards. The following are strictly prohibited, under penalty of immediate termination and full indemnification: (a) duplication, cloning or tampering with the SIM Card’s technical identification codes (IMSI, ICCID); (b) assignment, sale, lease or transfer of SIM Cards to third parties; (c) use of SIM Cards in SIM BOX, GSM Gateway or similar routing equipment not supplied or expressly authorised by ESSE-TI.
   • SIM Card delivery and activation states. SIM Cards are delivered to the address indicated in the Purchase Order within approximately five (5) working days of order confirmation. Risk of loss or damage transfers to the Customer upon handover to the carrier. SIM Cards may be delivered in one of the following states, as specified in the Purchase Order: (a) “Active”: immediately operational, charges accrue from the activation date communicated by ESSE-TI; (b) “Inactive”: dormant, charges accrue from the date of activation request submitted by the Customer. PIN and PUK codes are strictly personal and confidential; the Customer is responsible for their safekeeping.
   • For SIM products – Warranty. SIM Cards are warranted against material and manufacturing defects for twelve (12) months from the date of delivery (instead of the 24-month period applicable to hardware products under the GUARANTEES section above). Defects must be reported in writing within thirty (30) days of discovery. ESSE-TI shall replace the defective SIM Card at no charge within ten (10) working days. The warranty does not apply where the defect results from misuse, use in non-approved devices, unauthorised modification, or expiry of the warranty period; in such cases replacement is charged at EUR 15.00 + VAT per unit.
   • For SIM products – Disposal of SIM Cards upon termination. Upon termination of the supply relationship for any reason, the Customer is not required to return the SIM Cards to ESSE-TI. The Customer is however obliged to: (a) notify ESSE-TI in writing of the termination of the contract and of the deactivation of the relevant SIM Cards; (b) dispose of the SIM Cards in accordance with the Waste Electrical and Electronic Equipment (WEEE) regulations in force in the territory where the SIM Cards are used, by depositing them in the appropriate collection points or containers designated by the competent local authorities. The Customer is responsible for proper disposal and shall indemnify and hold ESSE-TI harmless from any liability arising from non-compliant disposal.
   • For SIM products – Charges and billing. SIM Service charges consist of: (a) a fixed annual fee, invoiced in advance regardless of actual usage — no one-off activation fee applies; (b) out-of-bundle data charges, invoiced in arrears for consumption in the prior month. SIM Cards are dimensioned to sustain traffic peaks of up to five (5) times the normal volume, provided such peaks are isolated and do not recur over consecutive months; consumption exceeding this threshold on a sustained basis will be invoiced as out-of-bundle. Charges for additional or optional services are set out in the applicable price schedule. All prices are exclusive of VAT and any other applicable taxes. Invoices are issued electronically (XML format) via the Italian SDI interchange system. The Customer must provide a valid SDI recipient code or PEC address. A non-binding courtesy PDF invoice is also made available through the ESSE-TI Management Platform.
   • For SIM products – Solve et repete and progressive suspension for non-payment. In accordance with Art. 1462 of the Italian Civil Code, the Customer may not suspend or delay payment of any amount owed to ESSE-TI on account of disputes or objections of any nature (solve et repete). In the event of non-payment of one or more invoices, ESSE-TI shall apply the following progressive measures: (a) after 30 days from the due date: formal notice of default; (b) after 45 days: partial suspension of the SIM Service (outbound data blocked, emergency services excepted); (c) after 60 days: full suspension of the SIM Service; (d) after 90 days: termination of the supply relationship with immediate enforcement of early-termination charges. Reactivation is subject to full payment of all arrears, accrued default interest and a reactivation fee of EUR 25.00 + VAT per SIM Card.
   • For SIM products – Minimum period and automatic renewal. Unless otherwise specified in the Purchase Order, SIM Services are subject to a minimum commitment period of twelve (12) months from the activation date. Upon expiry, the supply relationship renews automatically for successive twelve (12) month periods unless either party gives written notice of non-renewal (registered letter or certified email / PEC) at least thirty (30) days before the expiry of the current period. In the event of early termination by the Customer, the annual fee already paid is non-refundable for the remaining portion of the current period; no deactivation fee applies. The only further charge that may apply is: (a) reimbursement of any unamortised hardware value (linear amortisation over 48 months) where hardware was supplied in bundle or on loan for use.
   • For SIM products – Acceptable use and prohibited activities. SIM Cards must be used exclusively for the M2M/IoT applications specified in the Purchase Order (e.g. lift monitoring, industrial equipment, alarm systems). The following activities are strictly prohibited and constitute a material breach entitling ESSE-TI to immediate termination: (a) use in SIM BOX, GSM gateways or traffic concentrators not supplied or expressly authorised by ESSE-TI; (b) resale or re-invoicing of voice, SMS or data traffic to third parties; (c) use for continuous residential internet browsing or video/audio streaming unrelated to M2M/IoT purposes; (d) sending of unsolicited bulk messages (spam) via SMS or data channels; (e) hacking, port scanning, denial-of-service attacks or any activity that compromises network security; (f) transmission of illegal, obscene or defamatory content. Abnormal traffic is presumed where monthly aggregate data consumption exceeds five (5) times the average for the applicable tariff profile, or where individual SIM sessions exceed twenty-four (24) consecutive hours.
   • For SIM products – Roaming and international services. SIM Cards are enabled exclusively for roaming in Zone 1 – Europe, corresponding to the EU/EEA “Roam Like At Home” (RLAH) area. Roaming in this area is included subject to the Fair Usage Policy (FUP) as calculated pursuant to EU Implementing Regulation 2016/2286; excess consumption is subject to the surcharges set out in the applicable price schedule. Roaming outside Zone 1 Europe (including non-EU/EEA, maritime and satellite networks) is not available as standard; any request for activation must be evaluated and accepted in writing by ESSE-TI, subject to payment of a deposit to cover estimated costs. An automatic data-spend threshold mechanism is applied to all SIM Cards in accordance with EU Regulation 531/2012 and AGCOM Resolution 326/10/CONS.
   • For SIM products – Unilateral amendment of SIM T&C. ESSE-TI may amend the terms applicable to SIM Services (including tariffs and service levels) for technical, regulatory or economic reasons, without prior notice. Amendments required by law or regulatory authorities take effect from the date specified in the relevant communication.
   • For SIM products – Life-critical systems disclaimer. ESSE-TI provides radio-mobile connectivity only. Uninterrupted service is not guaranteed. ESSE-TI accepts no responsibility for consequences – including risk to human life – arising from service interruption or degradation in applications where continuous connectivity is a safety requirement (e.g. lift telephone combiners pursuant to EN 81-28, telemedicine, intrusion or fire alarm systems). The Customer must implement all technical redundancy measures required by applicable safety regulations for such applications, including analogue fallback (PSTN line) or alternative network backup.
   • For SIM products – Mandatory conciliation before legal action. Before initiating legal proceedings in relation to SIM Services, the parties are required, under penalty of inadmissibility of the claim, to attempt mandatory conciliation through the ConciliaWeb platform of the Italian Communications Authority (AGCOM) at www.conciliaweb.agcom.it, pursuant to AGCOM Resolution 203/18/CONS. Regarding SIM Services only, the Court of Ancona (Italy) shall have exclusive jurisdiction, replacing the Court of Macerata specified in the APPLICABLE LAW section above for all other products.
   • For SIM products – Data Protection. In relation to SIM Services, ESSE-TI acts as Data Processor (Responsabile del Trattamento) pursuant to Art. 28 of EU Regulation 2016/679 (GDPR) with respect to personal data of the Customer’s end users that transit through ESSE-TI’s network. The Customer acts as Data Controller. A Data Processing Agreement (DPA) is attached as an addendum to the Purchase Order and forms an integral part of the supply relationship for SIM Services.

9. APPLICABLE LAW, JURISDICTION AND COMPETENT COURT

(Art. 12-octies EU Reg. 833/2014, mod. EU Reg. 2878/2023)

• The [Importer/Buyer] shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.
• The [Importer/Buyer] shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.
• The [Importer/Buyer] shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1).
• Any violation of paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of this Agreement, and the [Exporter/Seller] shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of this Agreement; and (ii) a penalty of 50% of the total value of this Agreement or price of the goods exported, whichever is higher.
• The [Importer/Buyer] shall immediately inform the [Exporter/Seller] about any problems in applying paragraphs (1), (2) or (3), including any relevant activities by third parties that could frustrate the purpose of paragraph (1). The [Importer/Buyer] shall make available to the [Exporter/Seller] information concerning compliance with the obligations under paragraph (1), (2) and (3) within two weeks of the simple request of such information.

10. APPLICABLE LAW, JURISDICTION AND COMPETENT COURT
    • For anything not expressly agreed upon, the provisions of Italian law shall apply.
    • Any dispute relating to the application, performance, interpretation and breach of the contracts concluded with ESSE-TI shall be subject to Italian jurisdiction and the Court of Macerata shall have exclusive jurisdiction.

Pursuant to Art. 1341 and 1342 of the Italian Civil Code, the customer declares that he expressly accepts the following clauses of the above contract: Art. 4.7; Art. 6; Art. 7; Art. 8. For SIM products only, also: SIM Cards and IoT/M2M Connectivity Services – Solve et repete and progressive suspension; Minimum period and automatic renewal; Unilateral amendment of SIM T&C; Life-critical systems disclaimer; Mandatory conciliation and exclusive jurisdiction of the Court of Ancona.