General Conditions of Sale

1.1 These General Conditions of Sale (“Conditions”) apply to all quotations, offers, order confirmations, sales and supplies of alternators, components, accessories, spare parts and related products made under the Pellizzari brand by Pellizzari LLC, Company No. 15712677, with address in the United States: 5203 Juan Tabo Blvd STE 2B, Albuquerque, New Mexico 87111, USA, and address in Italy: Via Ludovico Lazzaro Zamenhof, 36100 Vicenza, Italy (“Seller”), to the purchaser (“Buyer”).

1.2 These Conditions apply to the exclusion of any terms and conditions proposed or referred to by the Buyer, unless expressly accepted in writing by the Seller.

1.3 Catalogues, brochures, technical sheets, drawings, website information and price lists are for general information only and do not constitute a binding offer, unless expressly stated otherwise in writing.

1.4 The Seller operates exclusively within the scope of its professional activity and supplies the Products exclusively to entities acting for purposes related to their entrepreneurial, commercial, artisanal or professional activity. By submitting the order, the Buyer represents and warrants that it is not acting in the capacity of a consumer pursuant to the applicable laws and regulations.

2.1 Any quotation issued by the Seller is non-binding unless expressly stated otherwise in writing and is valid only for the period stated therein.

2.2 The Buyer’s order constitutes an offer to purchase under these Conditions.

2.3 No order shall be binding on the Seller unless it is accepted in writing by means of an order confirmation, or unless the Seller commences performance of the order.

2.4 Once accepted, no order may be cancelled, amended, suspended or deferred by the Buyer without the Seller’s prior written consent. The Seller may make such consent subject to reimbursement of all costs, expenses and losses arising therefrom.

2.5 The scope, quantity, technical characteristics and commercial terms of supply shall be those stated in the Seller’s order confirmation.

3.1 Unless otherwise agreed in writing, all prices are net and exclusive of VAT, customs duties, withholding taxes, packaging, transport, insurance, special tests, inspection costs and any other taxes, duties or charges applicable to the sale or delivery of the products.

3.2 The applicable prices shall be those stated in the Seller’s order confirmation.

3.3 The Seller reserves the right to modify the prices before delivery if changes relating to raw materials, labour, energy, transport, exchange rates, duties, legal requirements or other factors beyond the Seller’s reasonable control result in a substantial increase in the cost of performance.

3.4 Any special documentation, inspections, tests or certificates requested by the Buyer and not expressly included in the Seller’s order confirmation shall be charged separately.

4.1 Payment terms are those stated in the Seller’s order confirmation or invoice.

4.2 Payment shall be deemed made only when cleared funds are credited to the Seller’s bank account.

4.3 All amounts due shall be paid in full without set-off, deduction, counterclaim or withholding, except where required by mandatory law.

4.4 In the event of late payment, the Seller shall be entitled, without prejudice to any other remedy, to: a) charge default interest and collection costs as permitted by applicable law; b) suspend deliveries or performance under the relevant contract and any other contract with the Buyer; c) require advance payment or adequate security for further supplies; d) declare all outstanding amounts immediately due and payable.

4.5 Late payment or deterioration in the Buyer’s financial position shall entitle the Seller to suspend performance until adequate security for payment has been received.

5.1 The delivery method, place of delivery and delivery terms, including any applicable Incoterm, shall be specified in the quotation, order confirmation or other written agreement between the parties.

5.2 Delivery dates are indicative only, unless expressly agreed in writing to be binding.

5.3 Delay in delivery shall not entitle the Buyer to cancel the order or to claim damages, except where such right cannot be excluded by mandatory law.

5.4 The Seller may make partial deliveries. Each partial delivery may be invoiced separately.

5.5 If the Buyer fails to take delivery of the products, or fails to provide instructions, documents, approvals or information necessary for dispatch, the products shall be deemed delivered, risk shall pass to the Buyer, and the Seller may store the products at the Buyer’s cost and risk or sell them and recover any shortfall and associated costs.

6.1 The risk of loss of or damage to the products shall pass to the Buyer upon delivery in accordance with the delivery terms agreed between the parties.

6.2 Title to the products shall remain with the Seller until the Seller has received full payment of the price and any other amount due from the Buyer to the Seller.

6.3 Until title passes, the Buyer shall store the products separately, protect and insure them, and clearly identify them as the Seller’s property.

6.4 Until title passes, the Buyer shall not pledge, charge or otherwise encumber the products.

6.5 To the extent permitted by applicable law, if the Buyer defaults in payment or becomes insolvent, the Seller may repossess the products for which title has not yet passed.

7.1 The Buyer shall inspect the products promptly upon receipt.

7.2 Any visible damage, shortage, defect or non-conformity must be notified to the Seller in writing within 7 days of delivery.

7.3 Any hidden defect not discoverable on reasonable inspection must be notified to the Seller in writing within 7 days of discovery and in any case within the applicable warranty period.

7.4 The notice must include the order reference, invoice reference, product identification, date of delivery and a detailed description of the alleged defect or non-conformity, with supporting documents or photographs where possible.

7.5 If the Buyer fails to notify within the above periods, the products shall be deemed accepted, without prejudice to any rights that cannot be excluded by law.

7.6 No return may be made without the Seller’s prior written authorisation.

8.1 The warranty period applicable to the products shall be specified in the quotation, order confirmation, technical documentation or other written agreement between the parties. During such period, the Seller warrants that the products shall be free from defects in material and workmanship and shall conform to the specifications expressly agreed in writing.

8.2 If a valid claim is made within the warranty period, the Seller shall, at its option, repair the defective product, replace it, or refund or credit the portion of the price relating to the defective product.

8.3 The remedies set out in clause 8.2 are the Buyer’s sole and exclusive remedies for defective products, to the maximum extent permitted by law.

8.4 The warranty applies only if the products have been properly stored, installed, commissioned, operated and maintained in accordance with the Seller’s instructions, technical documentation and good engineering practice.

8.5 The warranty does not apply to defects or damage resulting from: a) incorrect installation, coupling, alignment, electrical connection or commissioning; b) overload, misuse, negligence, accident or abnormal working conditions; c) improper or insufficient maintenance; d) unsuitable storage or environmental conditions; e) alteration, repair or intervention by the Buyer or third parties without the Seller’s prior written approval; f) fair wear and tear; g) designs, drawings, specifications or information supplied by the Buyer.

8.6 The warranty does not cover transport, removal, reinstallation, on-site intervention or any indirect costs, unless otherwise agreed in writing or required by law.

8.7 This commercial warranty absorbs and replaces any other warranty provided by law or custom, with the express exclusion of any other liability of the Seller, whether contractual or non-contractual, however arising from the Products supplied.

8.8 The acceptance of any claim and the applicability of the warranty shall be subject to the sole and unquestionable technical assessment of the Seller, who shall evaluate the existence of the defect on the basis of the criteria set out in these Conditions.

8.9 Any warranty intervention shall be subject to a technical expertise carried out by the Seller or by parties appointed by the Seller. Should such analysis determine that the non-conformity is not attributable to a manufacturing or material defect (arising instead, by way of example, from one of the excluded causes pursuant to Article 8.5), all costs relating to such expertise, including transport, dismantling and travel expenses, shall be borne entirely by the Buyer.

8.10 The Buyer shall not be entitled to suspend or delay payments in the event of claims or disputes relating to the warranty. Any suspension of payments, even partial, shall result in the immediate and automatic forfeiture of any warranty rights relating to the supplied products and to any other pending order, without prejudice to the Seller’s right to take action for the recovery of the outstanding debt.

9.1 Standard products may be returned only with the Seller’s prior written authorisation and on the conditions specified in that authorisation.

9.2 Returned goods must be unused, in good condition and in the original or equivalent packaging, and must be sent carriage paid unless otherwise agreed in writing.

9.3 The Seller may apply a reasonable handling or restocking charge for accepted returns of non-defective standard products.

9.4 Special, customised, made-to-order or non-standard products may not be returned unless defective and accepted by the Seller as such.

10.1 The Buyer is solely responsible for verifying that the products are suitable for the intended application and system in which they are to be installed.

10.2 The Buyer shall ensure that the installation and use of the products comply with all applicable laws, regulations, standards and safety requirements in the country of destination and use.

10.3 The Seller shall not be liable for damage caused by improper integration of the products into generator sets, electrical systems or other equipment not supplied by the Seller.

11.1 The Seller shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including shortage of materials, lack of energy, fire, flood, epidemic, pandemic, labour disputes, transport disruptions, governmental restrictions, embargoes, war, civil unrest or supplier failure.

11.2 In such case, the time for performance shall be extended for a reasonable period.

11.3 If the impediment continues for an excessive period, the Seller may terminate the affected order by written notice without liability, without prejudice to any rights accrued before termination.

12.1 To the fullest extent permitted by law, the Seller shall not be liable for any indirect, consequential, incidental or special loss or damage, including loss of profit, loss of production, loss of business, loss of revenue, downtime, loss of opportunity or claims by third parties.

12.2 The Seller’s total liability arising out of or in connection with the sale or use of the products shall in no event exceed the net price paid for the specific product giving rise to the claim.

12.3 Nothing in these Conditions shall exclude or limit liability where such exclusion or limitation is prohibited by law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

13.1 All intellectual property rights in drawings, specifications, technical documents, software, catalogues and other materials supplied by the Seller remain the exclusive property of the Seller or its licensors.

13.2 Such materials may not be copied, disclosed to third parties or used for purposes other than installation, operation and maintenance of the supplied products without the Seller’s prior written consent.

13.3 Commercial and technical information disclosed by the Seller and not publicly available shall be treated by the Buyer as confidential.

14.1 The Buyer shall comply with all applicable laws and regulations relating to import, export, sanctions, anti-bribery, product safety and environmental compliance.

14.2 The Seller may refuse or suspend performance if fulfilment of the order would or could expose the Seller to a breach of law or sanctions restrictions.

15.1 The Seller may suspend performance or terminate the contract by written notice if the Buyer materially breaches the contract, fails to pay any amounts due, becomes insolvent, ceases business, or its financial position deteriorates so as reasonably to endanger performance.

15.2 Upon termination, all unpaid invoices and accrued sums shall become immediately due and payable.

15.3 Termination shall not affect rights and obligations accrued before termination.

16.1 If any provision of these Conditions is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.2 These Conditions, together with the Seller’s order confirmation and any document expressly incorporated in the order confirmation, constitute the entire agreement between the parties in relation to the sale of the products.

17.1 These Conditions and all contracts to which they apply shall be governed by Italian law.

17.2 Any dispute arising out of or in connection with these Conditions or the related sales contracts shall be subject to the exclusive jurisdiction of the courts of Vicenza, except where mandatory law provides otherwise.