Sales Conditions

1. APPLICABILITY
1.1 Niche Fusina Rolled Products Srl (hereafter the “Seller”) and the buyer (hereafter the “Buyer”) (either one being referred to as a “Party” and jointly referred to as the “Parties”) agree that all sales of goods manufactured or marketed by the Seller shall be subject exclusively to the following general sales terms and conditions (the “GTCs”) and each single sale of goods shall be specifically described by the attached confirmation of sale (the “COS”). The GTCs and the COS are together called the “Contract”.
1.2 Neither Party shall resort to rules, clauses, derogatory terms or other unless expressly accepted in writing by the Parties.
1.3 The date of conclusion of the Contract is that on which the Seller receives a copy of the COS signed for acceptance by the Buyer.
1.4 Taking delivery of the good(s) by the Buyer always implies the conclusion of the Contract and the acceptance of the GTCs without any reservations by the Buyer.
1.5 All offers made by the Seller are subject to the GTCs. Any agent or broker that, at any title, take part to the negotiations of the Contract cannot bind the Seller.

2. QUANTITY
2.1 The quantities of goods shall be as stated by the Seller in the COS. The Parties agree that the quantities of goods delivered by the Seller may vary with a +/-10% weight tolerance from the stated quantities in the COS.
2.2 As far as Buyer’s obligations are concerned, the date stated by the Seller in the COS for the collection of the goods shall be intended as the final deadline pursuant to Article 1457 of the Italian Civil Code with consequence provided therein.
2.3 Should Buyer fail to collect the stated amount of goods within the agreed deadline, after three days from the agreed collection date, the Seller shall have the right to freeze the delivery of any other orders, to deliver the sold quantities to the Buyer at Buyer’s expense, or to request the reimbursement of all expenses incurred in its regard, that will conventionally be held to be an amount equaling 5% of the contracted price, notwithstanding the right to compensation for any larger damages resulting from the cancellation of the Contract.

3. QUALITY AND CHARACTERISTICS OF THE PRODUCTS
3.1 The products shall be those indicated in general in the Seller’s catalogues or described by the COS.
3.2 The Buyer has the duty and exclusive responsibility to check that the technical specifications of the products are complete, correct and comply with all regulations applicable to it. Seller is not responsible for the fitness of the products, the uses or the purposes indicated by Buyer.

4. PRICES
4.1 Prices are stated in the COS by the Seller.
4.2 The Seller reserves the right to modify the prices indicated in the COS if, in the period between the date of the COS and the delivery of the goods, there is an increase in one or more of the following cost items compared to the values existing on the date of the COS:
– premium (i.e. Metal Bulletin “Aluminium P1020A, in-whs Rotterdam published on the Metal Bulletin website or, where no longer available, other equivalent official indexes in force from time to time);
– energy (PUN value, published by the Gestore dei Mercati Energetici on the www.mercatoelettrico.org website or, where no longer available, other equivalent official indexes in force from time to time);
– prices of alloying elements used to produce the goods (e.g. magnesium, silicon, manganese, etc.), based on the values published in their respective official price indexes in force from time to time; or
– other cost items that may affect the final cost of the goods (e.g. transport costs) whose increase is due to circumstances or market conditions beyond the control of the Seller,
all provided that there is an increase, caused by the overall variation of one or more of the above cost items, of at least 10%. It is understood that, if the revision of the prices indicated in the COS is equal to or greater than 10% compared to the prices originally indicated, Buyer will have the right to withdraw from the Contract for the part of the goods not yet delivered, to be exercised by written notice by Buyer no later than – under penalty of forfeiture – 5 (five) days from the communication of the Seller to Buyer of the revised prices. This does not affect Buyer’s obligation to pay in full the goods already delivered at the time of the withdrawal notice.
Buyer acknowledges and accepts that, for the purposes of this clause, the Contract shall be deemed to be aleatory, therefore, all legal remedies that do not apply to aleatory contracts are hereby expressly excluded and unenforceable, including, without limitation, the termination due to excessive onerousness pursuant to art. 1467 of the Italian Civil Code.

5. PAYMENTS – CANCELLATIONS – DEFAULT
5.1 Payments shall be made by Buyer to Seller within the stated deadline and according to the terms agreed upon in the COS.
5.2 The payment for the goods by Buyer may in no event be suspended or delayed. In particular, Buyer shall not provide as a credit, in payment of the amounts due for the goods supplied by the Seller, any amounts ensuing from the COS or in any case from any other contractual relationship between the Parties, albeit not structurally connected, and shall in any case relinquish to the possibility of resorting to default as stated under Article 1460 of the Italian Civil Code.
5.3 Should Buyer encounter serious problems as regard payment, the Seller shall have the right to consider inapplicable the terms of payment stated in the Contract, to demand immediate payment of outstanding invoices, and to freeze all subsequent supplies, albeit concerning a different Contract.
5.4 Should Buyer fail to pay, totally or in a part, for a supply, albeit of a claim, the Seller shall have the right to freeze any other subsequent delivery, albeit concerning a different Contract, demand the immediate payment of all outstanding invoices, despite any prior issuance of bills, and consider the Contract terminated due to the Buyer’s fault, as per Article 1456 of the Italian Civil Code.
5.5 In the event of payment not being received by the due date, Buyer shall owe the Seller, without any need of formal notice, an overdue interest pursuant to Italian legislative decree 9 October 2002, No. 231, over the period comprised between the invoice’s deadline and the actual full payment.
5.6 In the event that Buyer’s economic-financial conditions, in the opinion of the Seller, is unsatisfactory or becomes impaired, or in the event that Buyer reduces the security which he had furnished or has failed to furnish the security which he had promised, then Seller may, without prejudice to its other rights contained herein in the GTCs, demand immediately advance payment of the price or the issue of suitable security or guaranty.
5.7 As concerns the goods delivery within the EU, the Seller shall be entitled, at its exclusive discretion, to request due payments also in Euro, regardless of the different currency stated on the COS.

6. DELIVERY
6.1 The terms of delivery are those indicated in the COS, except for delay due to causes of force majeure. In any case, no delay shall give rise to compensation for damages (regardless of whether the delay was caused by force majeure or otherwise).
6.2 Delivery terms and dates are to be considered indicative and not legally binding for the Seller.
6.2 Products can also be supplied in consecutive partial delivery lots.

7. SHIPMENTS
7.1 In the event of free on board (F.O.B.) delivery, Buyer shall provide for availability of ship, whereupon to perform the timely loading of goods, at the usual loading dock in the designated port, or otherwise remain solely liable for any further expenses.

8. RESERVATION OF OWNERSHIP
8.1 Title to the goods remain with the Seller until payment is received in full pursuant to Article 1523 of the Italian Civil Code. In the event of seizure of the reserved goods by third parties, Buyer shall inform the third party of Seller’s ownership and inform Seller without delay. Seller shall have the right to access the premises where the reserved goods are held and, in case of lack of payment of one or more installments, to re-enter into possession of the reserved goods and withhold the installments already paid by Buyer. It remains understood that the exercise by Seller of its right to re-enter into possession of the reserved goods shall not constitute, and may not be interpreted as, either a cancellation or a termination of the Contract, except in the case where Seller expressly states its intention to cancel or terminate the Contract.

9. COMPLAINTS
9.1 The Buyer acknowledges that the Seller does not issue any warranty other than those expressly provided for in the GTCs, thus excluding any other warranty provided for by law.
9.2 All complaints by the Buyer concerning a single delivery will not affect the Contract as regards subsequent deliveries.
9.3 Buyer shall forward any complaint for any anomaly or missing goods immediately upon receipt, under penalty of losing the right to do so, by inserting the relevant complaint either in the delivery note that shall be returned to the Seller or by notifying the Seller within 8 days from receipt by means of registered letter with return receipt or certified email (“PEC”).
9.4 Seller does not warrant that the products match a specific application or that they are fit for a specific purpose. It is the duty of the Buyer to test whether the product is fit for any purpose. Buyer is responsible for using and implementing the product under normal and expected conditions of use, as well as in line with the trade practices in its sector of business.
All defects or quality issues regarding the goods must be notified to the Seller within 8 days of delivery.
9.5 Complaints shall be invalid unless stated in writing by means of registered letter with return receipt or certified email (“PEC”) with return receipt and described in detail so as to allow the Seller to perform a prompt and thorough verification.
Any latent or apparent defect of the sold products, as well as their discrepancy from the order’s specifications, shall assign Buyer the sole right to request their replacement notwithstanding the total exclusion of any responsibility for direct or indirect damages.

10. RIGHTS OF ASSIGNMENT
10.1 The Contract may not be assigned or transferred, in whole or in part, by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the above rule a Party may transfer or assign all, or some, of its rights and obligations under the Contract to an Affiliate or pursuant to a merger/demerger transaction, transfer of business or of going concern, transfer of all or substantially all of its assets to, or other form of reorganization to another entity without the consent of the other Party provided, however, that (i) the creditworthiness of such other entity (taking into account any credit support) shall not be materially weaker than the creditworthiness of the transferring Party immediately prior to such assignment and provided the assignee is demonstrably capable of continuing to provide security and/or performance assurance at least equal to that provided (or required to be provided by the assignor); (ii) such other entity is demonstrably capable of performing the obligations of the assignor under the Contract; and (iii) performance of the Contract continues uninterrupted, and no loss or delays are caused as a result. “Affiliate” means any entity Controlled, directly or indirectly, by that Party, any entity that Controls, directly or indirectly that Party or any entity directly or indirectly under the common Control of that Party. For this purpose, “Control” means ownership of more than 50% of the voting power of a Party or entity and “Controlled” or “Controlling” shall be construed accordingly.
10.2 Notwithstanding clause 10.1. or any other provision of the GTCs, the Seller shall be entitled to assign (without the Buyer’s consent) its rights, title and/or interest to any payment due under the Contract to a bank or financial institution, including any payments due from the Buyer.

11 CAUSES OF FORCE MAJEURE
11.1 In event of fire, machinery breakdown, interruptions in the supply of electricity, fuels, or raw materials, epidemics, pandemics, wars, transportation blocks, acts issued by the public authorities, labour disputes and strikes-including those within the company, or in event of uncontrollable issues – albeit temporarily – prevent or limit the normal course of the production or sale, the Seller may reduce the quantity of the sold goods, extend the shipment or delivery time, or recede from the sale in its current state, excluding Buyer’s right to refuse delivery of the goods and/or advance to claim for compensation of any kind, including compensation for damages.
11.2 Nevertheless, should it be impossible to execute the Contract, due to force majeure, within a limit of 90 days beyond the agreed deadline, each Party may withdraw from the Contract, renouncing to all compensation, either for damages or any other indemnity.

12 EXCLUSION OF LIABILITY
12.1 Seller shall not be liable for any damages, losses, expenses, claims or demands that are not an immediate and direct consequence of the breach by the same of the Contract, such as damages and expenses for repair/replacement of Buyer’s or third party’s property, loss of use, loss of profits, loss of revenue, loss of production, loss of business or compensation, loss of time, customer complaints, operating costs, legal or financial costs.

13 HYGIENE, ENVIRONMENT, SAFETY
13.1 Each party hereby agrees to respect and apply the legal and regulatory provision in force applicable to health, safety, hygiene and the protection of the environment. Buyer agrees to comply with the provisions contained in Recommendation 182 of the International Labour Organization.

14 IMPORT-EXPORT REGULATIONS
14.1 Certain products are subject to foreign, European or national regulations applicable to import and export. Unless otherwise agreed, Seller agrees to take the measures necessary to obtain the required export documents. Buyer agrees to supply Seller with all documents requested by the competent authorities. Seller may not be held liable in the event an export license is not granted or is subsequently withdrawn. Buyer agrees not to export the products delivered by Seller to a country which is on the list of countries placed under embargo by the American and/or UK and/or Italy and/or the EU.

15 ANTI-BRIBERY AND CORRUPTION
15.1 Each Party shall comply with the anti-bribery and anti-corruption laws and regulations applicable to it.

16 SANCTIONS
16.1 Neither Party shall take any act or make any omission that would result in a violation by it or the other Party of Sanctions in connection with the Contract.
16.2 Each Party represents and warrants that it is not, and is not owned or controlled by or acting for or on behalf of (a) a person or entity named on the Office of Foreign Assets Control of the United States Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any similar applicable blacklist maintained by the United States, as amended from time to time; (b) a government, entity or resident of Myanmar (formerly Burma), Cuba (in the case of Cuba, both nationals and residents), Iran, North Korea, Northern Sudan, Syria or other country that is subject to general or country-wide Sanctions (collectively, the “Sanctions Restricted Countries”), or any other entity that is the target of or subject to Sanctions; or (c) a person or entity named on the Consolidated List of Financial Targets maintained by HM Treasury of the United Kingdom as amended from time to time, or any similar applicable blacklist maintained by the European Union or the United Nations (a person or entity falling within one or more of (a) to (c) being a “Sanctioned Person”).
16.3 Seller represents and warrants that the material (a) has not been exported from and does not originate in a country from which the export of such material is prohibited by any Sanctions, and (b) will not be sourced from any Sanctioned Person.
16.4 Buyer represents and warrants that the material will not be supplied to (a) a country to which the supply of such material is prohibited by any Sanctions, or (b) a Sanctioned Person.
16.5 The relevant Party responsible for chartering or other provision of a vessel for transportation of the material pursuant to the applicable delivery terms represents and warrants that any vessel on which the material is transported is not owned, beneficially owned, operated, flagged or chartered by any Sanctioned Person.
16.6 In the event that a Party is in breach of this Sanctions clause, it shall indemnify the other Party for any direct loss, fees, expenditures and/or other costs and consequences arising out of and/or incurred as a result of the breach of this Sanctions clause.
16.7 Each Party shall be entitled to immediately terminate the Contract by notice to the other Party if:
(a) it becomes aware that the other Party has become subject to Sanctions or has become a Sanctioned Person; or
(b) in any applicable jurisdiction, it becomes unlawful for a Party to perform any of its obligations as contemplated by the Contract.
16.8 “Sanctions” means any economic or other sanction, prohibition, restriction, embargoes or restrictive measures administered, enacted, endorsed or imposed by any government of any applicable jurisdiction, including by any rule, regulation or statute of the United Kingdom, Italy, the European Union, the United Nations or United States of America and any other applicable laws imposing economic sanctions or trade restrictions.

17 SURVIVABILITY CLAUSE
17.1 Any termination of the Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision of the Contract, which is expressly or by implication intended to come into force or continue in force on or after termination.

18 GOVERNING LAW AND PLACE OF JURISDICTION
18.1 The Contract is governed by Italian Law, with the express exclusion of the 1980 Vienna Convention on the international sale of moveable assets and any other international convention applicable to the sale of movable assets.
In the event of any dispute concerning the Contract, the Court of Milan holds exclusive jurisdiction.
The Italian version of the Contract will be considered to be the original version and will prevail over the others.