GENERAL TERMS AND CONDITIONS OF CONTRACT – B2B SALE OF LISTED PRODUCTS

GENERAL TERMS AND CONDITIONS OF SALE TO PARTIES OTHER THAN CONSUMERS – B2B SALE OF LISTED PRODUCTS

PREAMBLE

These General Terms and Conditions of Contract (hereinafter, the "General Terms") govern, together with any Special Conditions, each and every B2B sale agreement having as its object the products commercialised by Armare s.r.l. (hereinafter, "Armare") to professional customers (hereinafter, the "Customer").

The Special Conditions are contained, alternatively, in:

• the order confirmation issued by Armare in relation to catalogue/listed products;
• the offer prepared by Armare at the Customer's request;
• any technical annexes, specifications, product data sheets, drawings, certifications or further documents expressly incorporated by reference in writing by Armare.

These General Terms apply to all present and future supplies by Armare, including where products are adapted, assembled, packaged or customised at the Customer's request.

These General Terms and Conditions are written both in English and Italian. In the event of any discrepancy in meaning, the Italian meaning shall prevail.

In the event of conflict between:

• these General Terms;
• any terms and conditions prepared by the Customer;
• Armare's Special Conditions,

Armare's Special Conditions shall prevail, followed by these General Terms, with the express exclusion of any different arrangement of the Customer not formally accepted in writing by Armare.

The Contract is composed of:

• these General Terms;
• the Special Conditions;
• any technical and commercial annexes incorporated by reference;
• any documentation relating to the technical characteristics of the products.

Information contained in catalogues, price lists, brochures, commercial data sheets, images, photographs, samples, simulations or content published on Armare's website is of a purely indicative and non-binding nature, unless expressly incorporated in the Special Conditions. The Customer is required to verify in advance the suitability of the product for the specific intended use.

The Contract constitutes the entire agreement between the parties and supersedes all prior understandings, whether oral or written, relating to the same subject matter. Any amendment or integration of the Contract must be made in writing. In the event of any discrepancy between the Italian version and any translation into another language, the Italian version shall prevail without exception.

1. GENERAL PROVISIONS

1.1
These General Terms are made available to the Customer and are deemed known, or knowable with ordinary diligence, at the time of conclusion of the Contract. By submitting an order, requesting a quotation or accepting an order confirmation, the Customer declares to have fully read, understood and accepted these General Terms.

1.2
Armare reserves the right to amend these General Terms at any time. The version in force at the time of conclusion of the relevant Contract shall apply to each individual supply.

1.3
Any general or specific purchase conditions of the Customer shall have no effect, even if referred to in the order or in any documents transmitted by the Customer, unless expressly and unambiguously accepted in writing by Armare.

1.4
These General Terms are drafted to govern, in a uniform manner, serial B2B contractual relationships. Any derogations agreed in writing between the parties in the Special Conditions shall remain unaffected.

2. FORMATION AND CONCLUSION OF THE CONTRACT

2.1
The Customer's request for quotation, as well as any request for commercial or technical information, is a mere invitation to treat and does not bind Armare in any way.

2.2
Unless expressly stated otherwise in writing by Armare, any offer, estimate or quotation transmitted by Armare to the Customer is of a purely indicative and non-binding nature, with particular regard to prices, availability, production lead times, delivery dates, ancillary costs, delivery terms, transport, validity of technical specifications and any other commercial or logistical information. Such indications constitute presumed estimates formulated on the basis of information available at the time of issue and remain subject to subsequent verification and written confirmation by Armare.

2.3
The purchase order transmitted by the Customer following receipt of the offer or quotation constitutes an irrevocable contractual proposal by the Customer for a period of 30 days from receipt by Armare, unless a different period is indicated by Armare in writing.

2.4
The Customer's order must contain, failing which Armare shall be entitled to refuse or suspend its processing, all information necessary for the execution of the supply, including at least: product code or description, quantity, any required technical specifications, intended use where relevant, delivery terms, shipping address, billing details and any other information requested by Armare.

2.5
Following receipt of the order, Armare may send the Customer an Order Confirmation setting out the final conditions of the supply, including, by way of example: product description, quantity, applied prices, payment terms and methods, delivery terms and methods, delivery basis, any derogations from these General Terms and any further special conditions.

2.6
Armare's Order Confirmation shall in all cases prevail over the content of the Customer's order and shall entirely supersede all prior quotations, estimates, offers, correspondence or understandings relating to the same supply.

2.7
The Contract shall be deemed concluded exclusively when the Order Confirmation, signed by the Customer for full acceptance, is received by Armare within the deadline, if any, indicated in the Order Confirmation itself, in accordance with the mechanism of offer and acceptance set out in Art. 1326 of the Italian Civil Code.

2.8
In the absence of return of the signed Order Confirmation within the period requested by Armare, Armare shall have the right, at its sole discretion, to:

• deem its Order Confirmation null and void and without effect;
• request signature again before commencing production or shipment;
• nonetheless consider the Contract duly concluded where the Customer has commenced performance, even only in part, or has engaged in conduct unequivocally inconsistent with an intention not to accept the Order Confirmation.

2.9
Any acceptance, return or signature of the Order Confirmation containing additions, limitations, corrections or terms differing from the text prepared by Armare shall constitute a new proposal and shall not bind Armare unless subsequently accepted in writing by Armare, pursuant to Art. 1326 of the Italian Civil Code.

2.10
Armare reserves the right, at its sole discretion and without any obligation to provide reasons or pay compensation, not to issue the Order Confirmation or not to process the Customer's orders in the event of:

• incomplete or inaccurate order data;
• unavailability, including supervening unavailability, of products or raw materials;
• variation in costs or supply conditions;
• lack of adequate solvency guarantees on the part of the Customer;
• prior defaults by the Customer;
• technical, production or commercial incompatibility of the order with Armare's operations.

2.11
Unless otherwise expressly agreed in writing, no agent, canvasser, intermediary, distributor or collaborator of Armare is authorised to assume binding commitments on behalf of Armare, or to amend offers, quotations, order confirmations or these General Terms.

2.12
Each individual order accepted by Armare constitutes a separate and independent contract. The cancellation, ineffectiveness or termination of one order shall not affect any other contractual relationship in force between the parties.

3. SUBJECT MATTER OF THE SUPPLY – PRODUCTS – WARRANTY AND LIABILITY

3.1
The products covered by the supply are those identified in the Special Conditions, in the current catalogue/price list or in the technical specifications approved by Armare, including products adapted, assembled, customised or manufactured in accordance with the Customer's instructions.

3.2
Technical and performance characteristics set out in catalogues, illustrative data sheets or commercial materials are of a purely indicative nature. Only those technical specifications expressly confirmed in writing by Armare define the contractually guaranteed qualities and characteristics of the product.

3.3
The Customer, as a professional operator, declares to have independently assessed and verified, under its own exclusive technical responsibility, the suitability and compatibility of the products for the specific intended use, operational environment, installation, working loads, safety requirements and compatibility with other components, equipment or structures.

3.4
The Customer undertakes to read, comply with and ensure compliance by end users with all instructions, warnings, technical data sheets and directions provided by Armare. The Customer is required, prior to use and periodically during use, to verify the integrity, suitability and state of wear of the Products, and to immediately suspend their use in the event of any doubt as to their safety or suitability. Failing such compliance, all warranties and liability of Armare shall be excluded to the extent permitted by law.

3.5
Armare warrants only that the products conform to the expressly agreed technical specifications and are free from intrinsic defects in materials or workmanship for a period of 12 months from the date of delivery, unless a different period is agreed in writing.

3.6
The warranty and any form of liability of Armare are strictly excluded where the defect, failure, breakage or damage originates, in whole or in part, from:

• normal wear and tear or physiological deterioration of fibres and materials;
• incorrect selection, calculation or dimensioning of the Product with respect to the actual stresses and working loads of the vessel or structure;
• incorrect execution of splices, lashings, knots, jackets, cores, terminations or joints carried out by the Customer or by third parties not authorised by Armare;
• use of the Product on incompatible, worn or sharp deck equipment (including, by way of example only: winches, blocks with sheaves of non-compliant radius, fairleads, clutches, stoppers, cleats, winches, chainplates, stays);
• exceeding the recommended working loads, abnormal stresses, improper twisting (hockling), incorrect angled pulls, continuous chafing or instantaneous shock loads;
• exposure of the Products to aggressive chemicals, acids, hydrocarbons, solvents, extreme temperatures, or to alterations caused by environmental factors not previously communicated in writing to Armare;
• failure to follow operating instructions, omission of periodic or preventive inspection and replacement of components subject to cyclic fatigue;
• tampering with, alteration of or repair of the Products carried out without the prior written consent of Armare.

3.7
Under penalty of forfeiture of the warranty pursuant to Art. 1495 of the Italian Civil Code, the Customer must notify Armare in writing of any defects or non-conformities:

• within 8 days of delivery, for apparent or visible defects;
• within 8 days of discovery, and in any event no later than the maximum warranty period of 12 months from delivery, for latent defects.

The notice must be sent by certified electronic mail (PEC) or registered letter with acknowledgement of receipt and must contain a precise technical description of the anomaly detected, the batch/invoice number and appropriate photographic and technical supporting documentation.

3.8
Following notification, the Customer must immediately cease use of the disputed Product, preserve it with diligence in the condition in which it was found at the time of detection and make it available for technical inspection by Armare or appointed experts. No claim shall be accepted where the Product has been further tampered with, subjected to tension, cut, modified, repaired or not properly preserved. Upon expiry of the period referred to in Art. 3.7 without notification, or upon breach of the requirements set out in this clause, the products shall be deemed definitively and unconditionally accepted.

3.9
In the event of timely notification and verified existence of a defect covered by the warranty, Armare shall be solely obliged, at its own unilateral discretion and to the exclusion of any other obligation or compensation, to:

• repair the product at its own expense; or
• replace the non-conforming product with an equivalent one; or
• take back the defective product and issue a credit note or refund for the invoiced price of the defective part.

These remedies constitute the complete and exclusive performance due by Armare by way of warranty.

3.10
To the maximum extent permitted by law and subject to the express reservation of cases of fraud (dolo) or gross negligence (colpa grave) on the part of Armare, or violation of obligations imposed by mandatory rules of public policy, any liability of Armare for damages arising from the use, incorrect installation, failure to inspect or intended application of the Products is excluded. Subject to the prohibition on exclusion of liability for fraud or gross negligence under Art. 1229 of the Italian Civil Code, Armare shall in no event be liable to the Customer or to third parties for indirect, consequential, incidental or punitive damages, loss of profit (lucro cessante), loss of contractual opportunity, loss of revenue, business interruption, vessel or plant downtime, substitute vessel charter costs, reputational damage, contractual penalties applied by third parties, haulage, launching, mooring, towing, salvage or rescue at sea costs, nor for damages caused to components, rigging or third-party structures on or into which the Products have been installed. Except in cases of fraud or gross negligence, Armare's total aggregate liability for any damage or claim howsoever connected to the supply, its performance or the Product shall in no event exceed the greater of:

• the net amount actually paid by the Customer for the specific supply or batch of Products from which the damage arose; and
• the maximum lump-sum amount of € 50,000.00 (fifty thousand/00).

3.11
The Customer shall indemnify and hold harmless Armare, its employees and auxiliaries from any claim, demand, action, damage, cost or expense brought by third parties (including, without limitation, boat owners, shipyards, crews, sub-purchasers, insurance companies or passengers) arising from, deriving from, directly or indirectly, or in any way connected with:

• selection, dimensioning, installation, assembly, commercialisation or use of the Products not in conformity with Armare's instructions or the rules of good seamanship;
• omission of warnings, instructions or information, or failure to transmit, alteration or non-transmission to downstream users of safety instructions, load limits and use warnings provided by Armare s.r.l. or dictated by good seamanship to sub-purchasers, end users or the aforementioned third parties;
• modifications, processing or integration of the Product carried out by the Customer or third parties;
• use of the Product for applications not communicated to or approved in writing by Armare.

3.12
The Customer declares to have taken out and undertakes to maintain in force for the entire duration of the commercial relationship, with a leading insurance company and for an appropriate period following expiry equal to the useful life of the Product, a general and professional liability insurance policy (Products Liability / Third Party Liability) with indemnity limits adequate to the risks of the nautical or industrial activity carried out, suitable to cover risks arising from incorrect installation, assembly or commercialisation of the products in which the Products are incorporated.

4. DELIVERY – PASSING OF RISK

4.1
Unless otherwise agreed in writing in the Special Conditions, delivery of the products shall be on an Ex Works (EXW) basis at Armare s.r.l.'s premises (San Giorgio di Nogaro – UD), in accordance with the latest edition of the ICC Incoterms.

4.2
Delivery periods indicated in the order confirmation or in the offer are of a purely indicative nature and do not constitute essential time obligations pursuant to Art. 1457 of the Italian Civil Code.

4.3
All risks of loss, destruction or deterioration of the goods shall pass to the Customer at the moment of delivery in accordance with the agreed Incoterm or, failing agreement, at the moment the goods are made available at Armare's warehouses.

4.4
Delivery delays not attributable to fraud or gross negligence of Armare shall not entitle the Customer to refuse the goods, to delay or suspend payments, to terminate the Contract or to claim penalties or compensation of any kind.

4.5
If no motivated written objection has been raised within 8 days of delivery, the goods shall be deemed fully tested and accepted.

4.6
Should the Customer fail to collect the products or to issue shipping instructions within 10 days of notification that the goods are ready, Armare may:

• charge the Customer storage, warehousing, custody and insurance costs at a minimum flat rate of 1% of the value of the goods per week of storage;
• suspend the processing of further orders;
• terminate the Contract pursuant to Art. 1456 of the Italian Civil Code, retaining any deposits paid as compensation and without prejudice to claims for further damages.

4.7
For supplies of customised, bespoke or personalised products, in the event of non-collection or unjustified refusal, the Customer shall remain fully obliged to pay 100% of the agreed price, in addition to reimbursement of storage, transport costs and any disposal charges.

5. INSPECTION OF PRODUCTS

5.1
Upon delivery or receipt, the Customer has the burden of promptly carrying out a visual and quantitative examination of the goods and the integrity of the packages, verifying external conformity with the delivery note and the order.

5.2
The Customer is required to perform the necessary preliminary technical checks prior to use, cutting, assembly, splicing or resale of the products.

5.3
Failure to inspect, inadequate or late inspection shall not extend the forfeiture periods referred to in Art. 3.7 and shall preclude any subsequent objection in respect of anomalies detectable with ordinary professional skill.

6. PRICES

6.1
Unless otherwise agreed in writing, the applicable prices shall be those in Armare's price list in force at the time of conclusion of the Contract or those expressly quoted in the Special Conditions.

6.2
Prior to execution of the supply, Armare shall be entitled to adjust the agreed prices to reflect subsequent and documented increases in the costs of raw materials, energy, freight or transport, up to a maximum of 15% of the order price.

6.3 All prices are exclusive of VAT, taxes, customs duties, shipping costs, insurance and special packaging, all of which are borne entirely by the Customer.

7. PAYMENT CONDITIONS – RETENTION OF TITLE

7.1
The Customer shall pay the price within the mandatory terms and by the methods indicated in the order confirmation or in Armare s.r.l.'s invoice. The payment deadline is of the essence.

7.2
All payments shall be made by bank transfer to the account details indicated by Armare, with fixed value date for the beneficiary, net of bank charges and commissions.

7.3
Pursuant to Art. 1462 of the Italian Civil Code (solve et repete clause), the Customer may not, for any reason, delay, suspend or set off any payments due, even in the event of alleged defects, non-conformities or disputes, and must make full payment before asserting any claim or bringing any legal action.

7.4
In the event of late payment, the Customer shall automatically owe, without the need for a formal notice of default, late payment interest at the rate established by Legislative Decree No. 231/2002 and subsequent amendments, together with reimbursement of debt recovery costs.

7.5
In the event of non-payment or delayed payment, even partial or of a single instalment:

• the Customer shall automatically lose the benefit of the time extension pursuant to Art. 1186 of the Italian Civil Code with respect to all outstanding invoices;
• Armare shall be entitled to immediately suspend performance of any order in progress;
• Armare may revoke discounts or preferential conditions granted;
• Armare may terminate the Contract by operation of law pursuant to Art. 1456 of the Italian Civil Code.

7.6
Pursuant to Arts. 1523 et seq. of the Italian Civil Code, the sale is understood to be made subject to a retention of title clause. Ownership of the products shall remain vested in Armare s.r.l. until full and effective payment of the entire price, together with all accessories, interest and costs. Risk shall pass to the Customer at the time of delivery pursuant to Art. 4.

7.7
Until transfer of ownership is completed, the Customer assumes the obligations of bailee and custodian, undertakes not to create pledges or encumbrances over the goods, to keep them identifiable as the property of Armare s.r.l. and hereby authorises Armare's representatives to access its premises to retake possession of unpaid products at the Customer's expense.

7.8
In the event of contractual termination due to the Customer's default, all instalments and sums already received by Armare shall be definitively retained by Armare pursuant to Art. 1526 of the Italian Civil Code as equitable compensation and a usage penalty, without prejudice to claims for further damages.

8. CONFIDENTIALITY AND INDUSTRIAL SECRETS

8.1
The Customer acknowledges that drawings, models, formulae, technical diagrams, price lists, know-how, textile compositions, technical treatments, commercial documentation and any other information exchanged constitute confidential information and trade secrets belonging exclusively to Armare s.r.l.

8.2
The Customer undertakes to maintain the strictest confidentiality with respect to such information, not to disclose it to third parties, not to use it for purposes other than the performance of the Contract and to adopt all security measures to prevent unauthorised access.

8.3
The Customer is strictly prohibited from reproducing, copying, reverse engineering or commissioning from third parties products identical, similar or derived from the products or technical information provided by Armare s.r.l., and from filing patent applications, utility model registrations or any other intellectual property registrations relating to such content.

8.4
The obligations set out in this Article shall remain fully binding for a period of 5 years following the dissolution or termination of the contractual relationship for any reason.

8.5
Breach of the confidentiality obligations entitles Armare to terminate the Contract with immediate effect pursuant to Art. 1456 of the Italian Civil Code, without prejudice to compensation for financial and reputational damages.

9. SUSPENSION OF PERFORMANCE AND EXPRESS TERMINATION CLAUSE

9.1
Armare shall have the right to suspend performance of its obligations where the Customer's financial, commercial or economic position has deteriorated to the extent of placing the recovery of the price or consideration in evident jeopardy, or in the event of repeated payment delays, protest of bills of exchange, enforcement proceedings or the commencement of insolvency or debt restructuring procedures.

9.2
Pursuant to Art. 1456 of the Italian Civil Code, the Contract shall be terminated by operation of law with immediate effect upon simple written notice sent by Armare by certified electronic mail (PEC) or registered letter with acknowledgement of receipt declaring its intention to avail itself of this clause, in the following circumstances:

• non-payment, partial payment or delayed payment of the price beyond 15 days from the due date;
• failure to collect the products beyond the period referred to in Art. 4.6;
• breach of the confidentiality and industrial property obligations under Art. 8;
• breach of the retention of title clause under Art. 7;
• breach of the insurance or indemnity obligations under Arts. 3.11 and 3.12;
• unauthorised assignment of the Contract or material change in the Customer's corporate control.

9.3
Termination due to the Customer's default shall not prejudice Armare s.r.l.'s right to payment for all services rendered, statutory compensation and retention of deposits paid.

10. WITHDRAWAL AND GENERAL TERMINATION

10.1
Armare's right to seek general termination for breach pursuant to Art. 1453 of the Italian Civil Code shall remain unaffected.

10.2
Armare s.r.l. shall be entitled to withdraw from the Contract at any time prior to the commencement of production or shipment of standard goods upon 8 days' written notice, without any compensation to the Customer beyond the restitution of any deposits received for unexecuted supplies.

11. FORCE MAJEURE

11.1
Neither party shall be liable for failure to perform or delay in performance caused by events of force majeure or vis maior beyond its reasonable control, including: wars, armed conflicts, terrorist acts, sabotage, general or sector strikes, lockouts, fires, floods, earthquakes, natural disasters, pandemics, epidemics, customs blockades, embargoes, government or public authority measures, prolonged power outages or energy interruptions, or impossibility or serious difficulty in procuring raw materials or fuel.

11.2
The affected party shall notify the other in writing within 5 days of the occurrence of the event, taking all reasonable steps to mitigate its effects.

11.3
Should the force majeure event continue for more than 60 consecutive days, either party may terminate the Contract by written notice, it being understood that the Customer shall remain obliged to pay for the portion of the supply already executed or prepared. Force majeure shall never justify non-payment of matured sums or of liquid and enforceable monetary debts.

12. GOVERNING LAW – ARBITRATION AND JURISDICTION

12.1
The Contract and these General Terms shall be governed by and construed exclusively in accordance with Italian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980 – CISG) is expressly excluded.

12.2
Any dispute arising between the parties in connection with the interpretation, validity, effectiveness, performance, breach or termination of the Contract shall be submitted to binding arbitration before a panel of three arbitrators, one appointed by each party and the third, acting as President, by mutual agreement of the first two or, failing agreement within 20 days, by the President of the Court of Udine.

12.3
The panel shall decide according to law in conformity with the rules of the Italian Code of Civil Procedure. The seat of the arbitration shall be San Giorgio di Nogaro (UD), at Armare's registered office, and the language of the proceedings shall be Italian.

12.4
Notwithstanding the foregoing, Armare shall have the unilateral right to bring proceedings exclusively before the ordinary courts of the Court of Udine to obtain payment orders (decreti ingiuntivi), monitoring orders, interim, urgent or possessory measures or orders for preliminary evidence-gathering.

13. PERSONAL DATA PROTECTION (GDPR)

13.1 Pursuant to Art. 13 of Regulation (EU) 2016/679 (GDPR), the Data Controller is Armare s.r.l., with registered and operational offices at Via Meucci n. 3, Z.I. Aussa Corno, 33058 San Giorgio di Nogaro (UD), Tax/VAT No. 02066890308, PEC: armaresrl@pec.armare.it, e-mail: info@armare.it.

13.2 Personal data collected shall be processed by electronic and paper means exclusively for purposes connected to the administrative, accounting, tax and contractual management of the supply relationship, as well as for the protection of credit rights and legal proceedings.

13.3 Data may be communicated to banks, credit institutions, legal advisors, accountants, experts, carriers, insurance intermediaries and public authorities in fulfilment of legal obligations or for the performance of the Contract.

13.4 Data shall be retained for the duration of the contractual relationship and, thereafter, for the period required by tax and civil law provisions or for the limitation periods applicable to the relevant rights.

13.5 The data subject may at any time exercise the rights of access, rectification, erasure, restriction, objection and portability guaranteed by Arts. 15–22 of the GDPR by submitting a request to the Data Controller's contact details, and may also lodge a complaint with the Italian Data Protection Authority (Garante per la Protezione dei Dati Personali).

14. FORM OF COMMUNICATIONS AND REGISTERED ADDRESS

14.1 All communications relating to the Contract must be made in writing to be enforceable and shall be deemed validly served if sent by PEC or registered letter with acknowledgement of receipt to the following addresses:

For Armare: Armare s.r.l., Via Meucci n. 3, Z.I. Aussa Corno, 33058 San Giorgio di Nogaro (UD) – PEC: armaresrl@pec.armare.it

For the Customer: To the registered address, e-mail or PEC address as appearing in the commercial register (visura camerale), in the order or in the order confirmation.

14.2 Communications sent by PEC shall be deemed received at the date and time certified by the delivery receipt; those sent by registered letter with acknowledgement of receipt shall be deemed received on the date of receipt certified by the acknowledgement.

15. FINAL PROVISIONS

15.1 The potential nullity, voidability, ineffectiveness or invalidity of one or more clauses of these General Terms shall not affect the validity of the remaining provisions, which shall retain full force and effect (severability).

15.2
Any tolerance or failure by Armare s.r.l. to exercise a right or power conferred by the Contract shall in no event constitute a definitive waiver of such right or power (no waiver).

LIST OF CLAUSES REQUIRING SPECIFIC APPROVAL

The Customer, having carefully and fully read the above, hereby declares its specific and express approval, pursuant to and for the purposes of Arts. 1341 and 1342 of the Italian Civil Code, of the following clauses:

• Art. 1.3 (Exclusion of the Customer's general or specific purchase conditions);
• Art. 2.2 (Non-binding and purely indicative nature of offers, estimates and quotations of the Supplier);
• Art. 2.3 (Temporary irrevocability of the Customer's order);
• Arts. 2.6, 2.7, 2.8, 2.9 and 2.10 (Prevalence of the Supplier's order confirmation; contract conclusion only upon receipt of signed confirmation; Supplier's right to deem unsigned confirmation ineffective; differing acceptances as new proposals; right of refusal or non-issuance of order confirmation);
• Arts. 3.2 and 3.3 (Technical specifications as the sole contractually guaranteed standard and exclusion of verification of suitability for specific intended use);
• Art. 3.4 (Obligations of verification, compliance with instructions, immediate suspension of use and corresponding exclusion of warranty and liability);
• Art. 3.6 (Strict exclusion of warranty and liability for physiological wear and tear, errors of calculation/dimensioning, defective splicing, incompatibility with deck equipment, improper twisting, chafing, shock loads, chemical agents, failure of maintenance or tampering);
• Arts. 3.7 and 3.8 (Forfeiture periods for notification of defects within 8 days; prohibition of tampering, continued use and alteration of the goods' condition; unconditional acceptance of products);
• Art. 3.9 (Limitation of contractual remedies to repair, replacement or credit note, with exclusion of further claims);
• Art. 3.10 (Exclusion and limitation of liability for damages, exclusion of loss of profit, vessel/plant downtime, haulage, mooring, salvage at sea, reputational damage, third-party damages; lump-sum cap on liability);
• Art. 3.11 (Customer's indemnity and hold harmless obligation for claims brought by third parties or end users);
• Art. 3.12 (Obligation to maintain adequate civil liability insurance coverage);
• Arts. 4.2, 4.4, 4.6 and 4.7 (Indicative delivery periods; limitation of liability for delays; right of termination and storage penalties for failure to collect goods; obligation of full payment for customised products);
• Art. 6.2 (Armare's unilateral right to adjust prices up to 15%);
• Art. 7.3 (Solve et repete clause and absolute prohibition of set-off, withholding or suspension of payments);
• Arts. 7.5, 7.6, 7.7 and 7.8 (Forfeiture of payment term; suspension of supplies; retention of title until full payment and authorisation to retake possession; retention of sums paid as usage compensation);
• Arts. 8.4 and 8.5 (Five-year post-contractual confidentiality obligations and immediate termination for breach of know-how provisions);
• Arts. 9.1 and 9.2 (Right to suspend performance and express termination clause in favour of Armare);
• Art. 10.2 (Armare's unilateral right of withdrawal ad nutum);
• Art. 11.3 (Termination for prolonged force majeure and inoperability of force majeure with respect to matured monetary debts);
• Arts. 12.1, 12.2, 12.3 and 12.4 (Exclusion of the CISG Vienna Convention; binding arbitration clause at San Giorgio di Nogaro; exclusive jurisdiction of the Court of Udine for payment orders and interim/urgent measures).

The Customer (Signature of Legal Representative for specific approval in writing)

GENERAL TERMS AND CONDITIONS OF SALE – B2C

STANDARD AND MADE-TO-ORDER PRODUCTS

PRELIMINARY NOTE

These General Terms and Conditions of Sale (B2C) govern the sale of products marketed by Armare s.r.l. (hereinafter, the Seller) to consumers, meaning individuals acting for purposes outside their trade, business, craft or professional activity.

These Terms and Conditions apply exclusively to B2C transactions. Where a purchase is made, whether expressly or by conduct, in connection with a trade or professional activity, the Seller's B2B General Terms and Conditions shall apply instead.

These General Terms and Conditions apply together with any Special Conditions set out in the order confirmation, the Seller's offer, product datasheets, technical specifications, instructions for use, certifications and any annexes expressly incorporated by reference.

In the event of conflict between:

• these General Terms and Conditions;
• any conditions prepared by the buyer;
• the Seller's Special Conditions,

the Seller's Special Conditions shall prevail, without prejudice in any case to the mandatory rights conferred upon the consumer by applicable law.

The contract consists of:

• these General Terms and Conditions;
• any Special Conditions;
• the Seller's order confirmation;
• any technical datasheets, instructions, certifications and annexes incorporated by reference;
• pre-contractual information provided to the consumer, where required by law.

Information contained in catalogues, brochures, images, photographs, samples, the Seller's website and other promotional materials is indicative and for guidance purposes only. However, where incorporated into the contract, the essential characteristics of the goods, the total price and any other mandatory pre-contractual information shall be binding upon the Seller.

1. SCOPE OF APPLICATION AND DEFINITIONS

1.1
For the purposes of these Terms and Conditions:

• Consumer means a natural person acting for purposes outside their trade, business, craft or professional activity;
• Seller / Trader means Armare s.r.l., acting in the exercise of its business activity;
• Products means the goods marketed by the Seller, whether standard, made to order or customised;
• Distance contract and off-premises contract mean contracts to which the consumer's right of withdrawal applies, in the cases provided for by law.

1.2
These Terms and Conditions govern sales concluded:

• at the Seller's premises;
• at a distance, including via e-mail, telephone or the Seller's website;
• off-premises, where the applicable legal conditions are met.

1.3
The clauses of these Terms and Conditions shall be interpreted in compliance with the mandatory provisions of consumer protection law. Any provision that conflicts with mandatory rules of law shall be automatically replaced by the relevant statutory provisions.

2. PRE-CONTRACTUAL INFORMATION

2.1
Prior to the conclusion of the contract, the Seller shall provide the Consumer, in a clear and comprehensible manner, with the pre-contractual information required under applicable law in relation to the type of sale, including, where applicable:

• the main characteristics of the Products;
• the total price inclusive of taxes, or the criteria for its determination;
• any additional delivery, shipping or other charges;
• payment, delivery and performance arrangements;
• the existence of statutory guarantees;
• the conditions, time limits and procedures for exercising the right of withdrawal, where applicable.

2.2 In distance contracts or contracts negotiated off-premises, the Seller shall provide the Consumer with information on the right of withdrawal in accordance with applicable law, including the conditions, time limits, procedures and, where required, the standard withdrawal form.

2.3 Pre-contractual information provided to the Consumer forms an integral part of the contract, to the extent provided by law.

3. FORMATION AND CONCLUSION OF THE CONTRACT

3.1
A request for information or a quotation from the Consumer constitutes an invitation to treat and does not in itself result in the conclusion of a contract.

3.2
Unless expressly stated otherwise in writing, any offer, estimate or quotation issued by the Seller is non-binding and for information purposes only, particularly with regard to product availability, estimated lead times, estimated delivery times and any ancillary costs not yet precisely determinable.

3.3
An order submitted by the Consumer constitutes an offer to purchase the Product on the terms indicated by the Seller.

3.4
The contract shall be deemed concluded when the Seller sends the Consumer an order confirmation or other written acceptance of the order, setting out the essential elements of the supply.

3.5
Where the Seller requests the return of a signed order confirmation, the contract shall be perfected upon the Seller's receipt of the order confirmation signed by the Consumer, unless the Seller has already commenced performance with the Consumer's consent.

3.6
In the case of distance contracts, the Consumer shall receive confirmation of the concluded contract on a durable medium, containing the relevant information required by law.

3.7
Manifest material errors, obvious inaccuracies or supervening unavailability of a Product shall entitle the Seller not to accept the order, upon prompt notification to the Consumer and without delay reimbursement of any amounts already paid.

4. PRODUCTS AND TECHNICAL CHARACTERISTICS

4.1
The Products that are the subject of the sale are those described in the order confirmation, the product datasheet or the technical documentation referenced by the Seller.

4.2
The Consumer is required to read and comply with all instructions, warnings, technical datasheets and directions for use and maintenance provided by the Seller, and to ensure compliance by any other users of the Product.

4.3
Prior to use and periodically during use, the Consumer shall, exercising ordinary diligence, verify the apparent integrity, state of wear and suitability of the Product for the intended use, and shall immediately cease using the Product if there is any doubt as to its safety or suitability.

4.4
The Seller shall not be liable for damage arising from manifestly improper use of the Product, use not in accordance with the instructions provided, inadequate storage, or unauthorised modification, tampering or repair of the Product, without prejudice to the mandatory provisions governing the statutory guarantee of conformity and any applicable product liability rules.

4.5
In the case of products made or adapted on the basis of specific instructions from the Consumer, the Consumer shall be responsible for the accuracy and completeness of the information provided, without prejudice to the Seller's obligation to deliver goods in conformity with the contract.

5. PRICES AND PAYMENT

5.1
All prices are expressed in Euros and are inclusive of VAT, unless expressly and lawfully stated otherwise.

5.2
Prior to the conclusion of the contract, the Consumer shall be informed of the total price of the Product, inclusive of taxes and, where determinable in advance, any shipping, delivery or other additional charges.

5.3
Payment shall be made by the method indicated by the Seller and accepted by the Consumer at the time of placing the order.

5.4
In the event of advance payment and subsequent non-acceptance of the order by the Seller, any amount paid shall be refunded without undue delay.

6. DELIVERY

6.1
Products shall be delivered to the address indicated by the Consumer or by such other method as may be agreed in the contract.

6.2
Any delivery time frames indicated by the Seller are estimates, unless expressly designated as firm or mandatory.

6.3
Upon receipt of the Products, the Consumer shall check the apparent integrity of the packaging and note any visible damage or immediately apparent non-conformity, and shall promptly notify both the carrier and the Seller accordingly.

6.4 Any failure or delay in delivery shall be dealt with in accordance with the remedies provided by law in favour of the consumer.

7. RIGHT OF WITHDRAWAL IN DISTANCE AND OFF-PREMISES CONTRACTS

7.1
Subject to the exceptions provided by law, the Consumer has a period of 14 days to withdraw from a distance contract or a contract negotiated off-premises, without giving any reason and without incurring any costs other than those provided by law.

7.2
In the case of a contract of sale, the withdrawal period runs from the day on which the Consumer, or a third party designated by the Consumer other than the carrier, acquires physical possession of the goods, as provided by applicable law.

7.3 The Consumer exercises the right of withdrawal by means of an unequivocal statement sent to the Seller within the above-mentioned period, including, where appropriate, by using any withdrawal form provided by the Seller.

7.4 In the event of a valid exercise of the right of withdrawal, the Seller shall reimburse all payments received from the Consumer, by the methods and within the time limits provided by applicable law, subject to any amounts lawfully withheld in accordance with such law.

7.5 The Consumer shall return the goods by the method communicated by the Seller and shall be liable only for any diminution in value of the goods resulting from handling beyond what is necessary to establish the nature, characteristics and functioning of the goods, to the extent provided by applicable law.

7.6 Where the Seller fails to provide, or provides inaccurately, the information required in relation to the right of withdrawal, the time limits and effects provided by law shall apply.

7.7 The right of withdrawal shall not apply in the cases excluded by law, including, where the relevant conditions are met, goods made to the consumer's specifications or clearly personalised, or any other exclusions provided under applicable legislation.

8. STATUTORY GUARANTEE OF CONFORMITY

8.1
The Seller shall be liable to the Consumer for any lack of conformity existing at the time of delivery of the goods, within the terms and subject to the remedies provided by applicable law governing the sale of consumer goods.

8.2
The statutory guarantee of conformity is recognised in favour of the Consumer within the scope and for the minimum duration prescribed by law; the Consumer is informed of the existence of the statutory guarantee and its main features, including the minimum duration of two years, as provided by applicable consumer law.

8.3
In the event of a lack of conformity, the Consumer shall be entitled to the remedies provided by law, subject to their respective conditions and limitations.

8.4
This statutory guarantee is without prejudice to any additional rights conferred upon the Consumer by mandatory provisions of law.

8.5
The statutory guarantee shall not extend, to the extent permitted by mandatory law, to defects or damage attributable to:

• improper use or use contrary to the instructions provided;
• unauthorised modification, tampering or repair;
• normal wear and tear;
• use of the goods in a manner incompatible with their intended purpose or with any warnings received;
• failure to observe ordinary precautions of use or maintenance.

8.6 The Consumer is invited to report any defect to the Seller promptly, describing the problem and, where possible, attaching photographic evidence and a copy of the proof of purchase, in order to facilitate prompt handling of the claim.

9. COMPLAINTS AND AFTER-SALES SUPPORT

9.1
For any complaint, request for after-sales support or product-related enquiry, the Consumer may contact the Seller at the details indicated in these Terms and Conditions or in the order confirmation.

9.2
The Seller shall examine the complaint and provide a response within a reasonable time, having regard to the nature of the request and any need for technical inspection of the Product.

9.3
Where an inspection of the Product is necessary, the Consumer shall make it available to the Seller in accordance with reasonable instructions, avoiding any further unnecessary interference with the Product.

10. LIABILITY

10.1
Nothing in these General Terms and Conditions limits or excludes the Seller's liability in any case where such limitation or exclusion is not permitted by applicable law.

10.2
The Seller shall not be liable for damage or inconvenience arising from improper use of the Product, use not in accordance with the instructions provided, inadequate storage, or unauthorised modification or tampering, unless the damage is in any event attributable to a lack of conformity or to a liability that cannot be excluded by law.

10.3
The Consumer's rights under the statutory guarantee of conformity and, where applicable, under any other mandatory consumer protection provisions shall remain unaffected.

11. PERSONAL DATA

11.1
The Consumer's personal data shall be processed by the Seller in accordance with Regulation (EU) 2016/679 (GDPR) and applicable national legislation, for purposes connected with the management of the contractual relationship and related administrative, fiscal, logistical, after-sales and support obligations.

11.2
The full privacy notice shall be provided to the Consumer in the manner required by applicable law.

12. GOVERNING LAW AND DISPUTES

12.1
The contract is governed by Italian law.

12.2
For any dispute relating to the validity, interpretation, performance or termination of the contract, jurisdiction shall be determined in accordance with the mandatory rules applicable to consumers.

12.3
Where the buyer qualifies as a consumer under applicable law, the mandatory consumer jurisdiction rules shall apply, including the consumer's domicile or habitual residence as the competent forum, where so required by law.

12.4
The availability of alternative dispute resolution (ADR) procedures as provided by applicable law remains unaffected.

13. COMMUNICATIONS

13.1
Any communication from the Consumer in relation to the contract, the right of withdrawal, the guarantee or any complaint may be sent to the Seller's contact details as set out in the order confirmation, on the Seller's website or in the contractual documentation.

13.2
Communications from the Seller to the Consumer shall be sent to the contact details provided by the Consumer at the time of placing the order or of registration.

14. FINAL PROVISIONS

14.1
The invalidity or unenforceability of any one or more clauses of these General Terms and Conditions shall not affect the validity of the contract as a whole, which shall remain valid as to its remaining provisions, subject to any different effect required by law.

14.2
Any clause that is null and void or unenforceable as against the consumer shall be deemed replaced by the applicable mandatory statutory provisions.

14.3
These General Terms and Conditions are drafted both in English and Italian. In the event of any discrepancy between the Italian text and any translation, the Italian text shall prevail.