Sales Conditions

1) Order and Sale Contract. These General Terms and Conditions of Sale (“GCS”) govern all the sales contract of Friulair S.r.l.’s (“Friulair”) products (“Products”) to any third party purchaser (“Buyer” and, together with Friulair, “Parties”). A sale contract for the sale and purchase of the Products (“Sale Contract”) is deemed to have been concluded upon the Buyer receiving written confirmation by Friulair of its purchase order (“Order”) as acceptance of all the terms of the Order. Every Order shall be signed by the Buyer’s legal representative and shall include express reference to the application of these GCS. In case of non-receipt of the signed order after 5 days, Friulair srl will consider it tacitly accepted. The Buyer acknowledges and accepts that every Order and Sale Contract between Friulair and the Buyer will be subject to, and governed by, these GCS, irrespective of such GCS being expressly referred to in any single Order. If there is any conflict between terms of the Order and these GCS, these GCS will control. Further, any other different or conflicting terms whether expressed or implied contained, or referred to, in any of the Buyer’s documents, articles, clauses, sections, is considered ineffective, unless expressly accepted in writing by Friulair.

2) Delivery. Unless the Order(s) accepted by Friulair provide(s) for different provisions, all deliveries are meant to be on Ex works basis, Friulair premises in Cervignano del Friuli, , Italy, Via Cisis no.36 (“Premises”), as per Incoterms® 2020 Rules. In case the Products require some specific packing due to their nature, then Friulair will notify the Buyer thereof indicating these requirements, the risks associated and all the relevant costs and expenses and, if accepted by the Buyer, then Friulair will add the paking costs to the sale invoice. Should the Buyer elect not to accept these costs (thus rejecting the required specific packaging), then Friulair will not pack the Products and all risks will be for the Buyer and Friulair will carry no liability or warranty obligations in case the Products are damaged, defected, lost or perish during transportation. Delivery terms are to be considered as tentative only.

3) Title and risk. The transfer of ownership of the Products that are the object of the sale from Friulair to the Buyer will take place only upon the Buyer’s exact fulfilment of its payment and collection obligations towards Friulair under the Sale Contract; it being understood that the Buyer shall bear all risks (including, but not limited to, the risk of perishing, risks related to third-party liability for the products, etc.) related to the Products from the moment they are deemed delivered pursuant to FCA Incoterms, without prejudice to article 5) below.

4) Acceptance. When receiving the Products within the meaning of the FCA Incoterms, the Buyer has to promptly, and using the outmost diligence and care, verify that they comply with the Order(s) accepted by Friulair and notify Friulair in writing, under penalty of forfeiture within the term of 8 (eight) days from the receipt of the Products, of any defect/shortages. In case the Buyer timely notifies to Friulair defect/shortages, article 6) below shall apply.

5) Delay in collection and payment. Shall the Buyer not be able to collect the Products at the Premises within the alloted time(s) for the shipment, all costs for stocking the Product(s) shall be borne by the Buyer, as well as all the risks connected therewith. Shall this be the case, Friulair reserves the right to seek damages from the Buyer connected to the stocking of the Products. Shall the Buyer delay any payment of the Products when due, in addition to other remedies available to Friulair under the applicable laws and these GCS, then default interests calculated according to the rate in force pursuant to D. Lgs. 231/2002 (as amended from time to time) shall apply starting from the date the amount is due until it is actually paid. Any such interests shall accrue automatically after the expiry date of payment without the necessity of a specific demand by Friulair. Friulair may charge the Buyer for all expenses associated with collection of overdue amounts, including reasonable attorneys’ fees; in case of non-payment, Friulair may (without prejudice to its other rights under applicable laws) suspend performance of the Order  and, if the delay exceeds 90 (ninety) days, automatically terminate the Order pursuant to article 1456 of the Italian civil code. Advance payment is automatically applied to all customers placing orders for less than Euro 300 excluding VAT.

6) Warranty. The maximum warranty period for the Products is 18 (eighteen) months from shipment or 12 (months) from start-up, whichever comes first. Any alleged defect not detectable upon receipt of the Products using the required diligence and care, shall be communicated in writing to Friulair under penaly of forteiture within 8 (eight) days from day the defect has been discovered (providing all reasonable detailed thereof and evidence of the discovery date). Within the warranty period, Friulair will replace in Ex works Friulair srl Italy or repair (in-house or at any of Friulair’s authorized repair centers) the Products (or those parts of the Products) that in Friulair’s sole judgement are determined to be defective. The warranty given hereunder does not cover wear and tear nor: (i) defects not directly due to Friulair’s sole fault; (ii) defects arising out of improper installation/maintenance or acts executed by personnel not authorized by Friulair and due to the fact that the Buyer or the end-user of the Products did not follow the manuals provided with the Product(s), (iii) defects arising out of improper or negligent utilization, missing/excess/vices in electricity/water distribution or due to malfunctioning of third parties’ equipment and, (iv) defects arising out of transportation, unloading or installation. Shall Friulair’s intervention be necessary (including through its authorised representatives), all associated travel, labour and living costs and expenses shall be borne by the Buyer. All defected Products shall be shipped to the Premises, at the Buyer’s care, risks and costs. The warranty under this article 6) is given and accepted by the Buyer in place of (i) all other warranties or conditions, express or implied, including but not limited to the implied warranties or conditions of merchantability and fitness for a particular purpose; and (ii) any obligation, liability, right, claim or remedy, subject to any mandatory provision to the contrary under applicable law. For sake of clarity, the Buyer shall be exclusively responsibile for any additional warranty granted to its customers in relation to the Products.

7) Limitation of liability and consequential damages disclaimer. Except in ases of wilful misconduct (dolo) or gross negligence (colpa grave), Friulair’s overall lialbility cannot exceed the purcahse price of the sale contract. Friulair is not liable for any indirect, consequential, punitive or exemplary damages, as well as damages for loss of production, stoppage time, loss of profits, loss of revenues, loss of opportunity, loss of anticipated savings, liquidated damages payable to third parties, financial liability to any financier or fines imposed by a competent authority on the buyer, all of which the parties agree to constitute, and to be regarded as,indirect or consequential damages for the purposes of  the sale cotnract. For the avoidance of doubt, this article 7) shall survive in the case of termination of the sale contract.

8) Applicable law and Jurisdiction. These CGS, the orders and the sale contracts are construed and shall be interpreted pursuant to Italian laws, with the express exclusion of the application of its international private law regulations and of the Vienna convention on the sales of goods. The Milano’s court of laws shall have exclusive jurisdiction for any dispute arising out of these CGS, any order based on them and the sale contracts.

9)Compliance with law.The Buyer shall not sell, export or re-export the Products, either directly or indirectly, to persons, entities or territories prohibited by the export laws, rules and regulations (“Regulations”) of the United States of America, the European Union, Italy or other applicable Regulations or to any country that Friulair does not support according to its Trade Compliance policy.As a consequence thereof, Friulair shall not be bound to respect delivery terms and more in general any of its obligations under any Sale Contract shall this put Friulair in violation of any national or international law or regulation.  Shall the Products be utilized into a nuclear facility, the Buyer hereby agrees to fully indemnify – and procures that the owner of the facility agrees to indemnify – Friulair and its suppliers for any damages suffered by Friulair due third-parties claims connected with the nuclear damage occuring to the facility or off-facility, including loss of use howsoever caused by the nuclear damage. Any violation of the above shall constitute a material breach of these GCS, and Friulair shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of the Sale Contract; and (ii) a penalty equal to the amount of the price of the exported Products

The Buyer shall not: (i) sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any good supplies under or in connection with the Sale Contract that fall under the scope of any of the export restrictions to the Russian Federation provided for by Regulation (EU) 833/2014; (ii) sell, export or re-export, directly or indirectly, to Belarus or for use in Belarus any goods supplied under or in connection with the Sale Contract that fall under the scope of any of the export restrictions to Belarus provided for by Regulation (EC) No 765/2006; (iii) sell, export or re-export, directly or indirectly, to Ukraine's Donetsk, Luhansk, Zaporizhzhia and Kherson regions, as well as to Crimea and Sevastopol, or for use in Ukraine's Donetsk, Luhansk, Zaporizhzhia and Kherson regions, as well as for use in Crimea and Sevastopol, any goods supplied under or in connection with the Sale Contract that fall under the scope of any of the export restrictions to Ukraine's Donetsk, Luhansk, Zaporizhzhia and Kherson regions provided for by Regulation (EU) 2022/263 and/or under the scope of any of the export restrictions to Crimea and Sevastopol provided for in Regulation (EU) 692/2014; and (iv) sell, export or re-export, directly or directly, to any country subject to EU sanctions or for use in a EU sanctioned country, any goods supplied under or in connection with every Sale Contract that fall under the scope of any of the export restrictions to sanctioned country provided by EU law, as applicable from time to time. Friulair will provide a list of the Prohibited and Restricted Countries to the Buyer on request. Seller reserves the right to amend its Trade Compliance policy at any time.

The Buyer also undertakes to use its best efforts to ensure that the purposes of points (i) through (iv) is not frustrated (and is thus complied with) by any third parties further down the commercial chain and it shall set up and maintain any adequate monitoring mechanism to detect conducts by any third parties further down the commercial chain that would frustrate the purpose of points (i) through (iv).

As a consequence thereof, Friulair shall not be bound to respect delivery terms and more in general any of its obligations under any Sale Contract shall this put Friulair in violation of any national or international law or regulation.  Shall the Products be utilized into a nuclear facility, the Buyer hereby agrees to fully indemnify – and procures that the owner of the facility agrees to indemnify – Friulair and its suppliers for any damages suffered by Friulair due third-parties claims connected with the nuclear damage occuring to the facility or off-facility, including loss of use howsoever caused by the nuclear damage. Any violation of the above shall constitute a material breach of these GCS, and Friulair shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of the Sale Contract; and (ii) a penalty equal to the amount of the price of the exported Products.

10) Taxes. Unless otherwise stated, the Buyer shall pay all VAT, sales and other taxes and levies of whatever nature chargeable on the purchase price of the Products. Friulair shall not be responsible for taxes of any kind, relating to the sale of the Products. If the sale is invoiced with 0% VAT and the Buyer is responsible for the transport from the Friulair facility to abroad, it is Buyer’s obligation to ensure that it will have all documentary evidence/proof required by VAT law to prove the sale was eligible for 0% VAT and the Buyer will keep/archive the documentary evidence for 10 years/tax statute of limitation. The Buyer is obliged to send Friulair the documents regularly/in case of tax audit on Friulair’s request. The Buyer shall keep Friulair harmless from and in connection with (and thus fully indemnify Friulair the full amount of) any sanctions (VAT, interests and penalties) charged by any tax or customs authorities and any damage, costs and expenses suffered or borne by Friulair as a result of Buyer not fully complying with applicable tax law.

11) Personal Data. In the context of the performance of the Sale Contract either Party and namely Friulair and the Buyer (each of them, a “Data Recipient”) may process personal data relating to the other party’s (“Data Provider”) (i) vendors, (ii) customers, (iii) employees, or (iv) agents, directors or other individuals that are not employees (“Personal Data”). Such processing of Personal Data shall constitute an exchange from one controller to another controller. The Parties shall process any Personal Data in compliance with applicable laws regarding the processing of Personal Data, each as a controller for their own purposes. Furthermore, the Data Recipient agrees that it as well as its employees, agents and contractors of any legal status, including but not limited to individuals, partnerships and corporations ("Agents") will not use Personal Data for any purpose other than the fulfillment of this Sale Contract and will not retain the Personal Data for longer use or disclosure of Personal Data that violates the terms of this Agreement.

The Data Recipient will mitigate, to the extent practicable, any harmful effects of any such events known to it or its Agents, and cooperate with the Data Provider in providing any notices regarding such events which the Data Provider deems appropriate.  

Personal Data of the Buyer may be processed by Friulair for legitimate business reasons such as fulfilling purchase orders, processing invoices and receiving payments, honoring warranties for customer service agreements and part replacements, for general customer administration, website management, providing marketing information on products and services and events that may interest customer (with consent of individuals for direct marketing where legally required). Personal Data of the Buyer may be transferred to Ingersoll Rand entities worldwide or to third parties worldwide providing services to the Ingersoll Rand Group (such as data hosting services) for these purposes. Company will keep the Personal Data as long as necessary for the purposes of the processing except if we than necessary. The Data Recipient and its Agents to whom Personal Data are provided shall maintain appropriate technical, organizational and security measures for the protection of Personal Data.

The Data Recipient agrees to immediately report to the Data Provider any known or suspected (i) unauthorized access to the Personal Data, (ii) loss or theft of the Personal Data, and (iii) have to process it further under a legal obligation or in case of a dispute or legal procedure. When working with other parties outside the EU, we ensure adequate personal data protection, for instance through the implementation of standard contractual clauses - as recognized by the European Commission- or by working with third parties who are certified under the EU – U.S. Privacy Framework and the U.S. – Swiss Privacy Framework. By entering into the Contract and any agreement with the Company you confirm that you are entitled to provide to the Company with this Personal Data in view of the use and transfer of Personal Data for these purposes, including that you have obtained the

necessary consents of data subjects where required. In situations where any Party would, as a processor, process Personal Data on behalf of the other (as controller), they will enter into a data processing agreement in conformity with applicable law, including where applicable the GDPR.

To obtain complete information on IR privacy policy, refer to Terms and Conditions of Use | Ingersoll Rand (irco.com)

11-bis) Language. This document is drafted in English and Italian version. In case of discrepancies, the English version shall prevail.

11-ter) Price List. Unless otherwise agreed in writing between the Parties, the prices of the Products are those contained in Friulair’s price list attached to the confirmation of Order. The Parties agree that the price of Products may be adjusted from time to time by Friulair, giving at least 30 (thirty) days prior written notice to the Buyer. Prices shall apply starting from the expiry of the 30 (thirty) day period, provided that they shall not apply to Orders already accepted by Friulair prior to the entry into force of the new prices.

Pursuant to Articles 1341 and 1342 of the Italian civil code, the Buyer expressly declares to acknowledge and accept the content of the following articles of these GCS: 2 (Delivery), 3 (Title and Risk), 4 (Acceptance), 5 (Delay in the Collection and Payment), 6 (Warranty), 7 (Limitation of liability and consequential damages disclaimer), 8 (Applicable Law and Jurisdiction), 9 (Compliance with laws), 10 (Taxes), 11-bis (Language), 11-ter (Price List).