General Purchase
Conditions.

The contractual relationship (Contract) between the Purchaser and Supplier will be governed exclusively by the following general purchase conditions (General Conditions) and/or by any technical specifications (Specifications) and by each purchase order issued by the Purchaser (Order). The Purchaser is SATE S.r.l., with registered office at Via Quattro Querci 7, 51034 Serravalle Pistoiese (PT), Italy, VAT no. IT01132460476.

The Order will be sent by e-mail, certified e-mail (PEC), registered letter with return receipt, fax or other means agreed between the parties. The Order may be agreed for an indefinite duration (open Order) and in this case, the Supplier may withdraw with at least 6 months' notice to be communicated by certified e-mail or registered mail and without prejudice to the execution of orders in progress; the Purchaser may, on the other hand, interrupt the execution of the open Order with three months' notice, except for the shorter term agreed between the parties or in case of urgency. The Supplier will not be entitled to any compensation for the interruption and, during the expiry of the notice period, all the contractual conditions will remain valid.

Unless otherwise indicated by the Purchaser, the acceptance of the Order must reach the Purchaser within 5 days of its receipt by the Supplier; the Order will become irrevocable starting from the moment in which it reaches the address of the Purchaser in accordance with the Supplier's written acceptance, sent by e-mail, certified e-mail (PEC), registered mail, fax, or any other means agreed between the parties, provided in compliance with the aforementioned term of 5 days: after the 5 days, the Purchaser will have the right to refuse the acceptance of the Order. Any different communication from the Supplier that does not comply with the Order will be valid as a counter-proposal, the acceptance of which is left to the full discretion of the Purchaser. These General Conditions prevail over the Supplier's conditions of sale.

Any manifestations of the Supplier's consent expressed by conclusive facts such as, by way of example but not limited to, tacit acceptance of the Order, execution of the Order before acceptance and other similar or equivalent commercial practices however referred to, will not be valid, effective or binding for the Purchaser.

Any modification, integration or derogation to the General Conditions and/or to the Order and any other agreement contrary to them or declaration of consensual dissolution of the Contract will be valid only if specifically approved in writing by the Purchaser, by means of its legal representative or its employees authorized in writing by the legal representative of the Purchaser.

Any modification, addition or derogation to any Specifications will be valid if specifically approved pursuant to paragraph 1.5.

The Supplier may not entrust to third parties, even partially, the execution of the Order; may not assign to third parties, even partially, the obligations, rights or credits arising from the Order and the Contract and may not subcontract the Order to third parties, even partially, without the prior written authorization of the Purchaser. In any case, the Supplier remains solely responsible for the correct execution of the Order and these General Conditions and must indemnify the Purchaser from any claim made by its employees, sub-suppliers and sub-contractors.

The possible tolerance of any conduct, even repeated, of one of the parties, not corresponding to the Order, to one or more of the clauses of these General Conditions and/or of any Specifications may in no case prejudice the right of the other party of requesting, at any time, the application thereof.

The nullity of the individual clauses of the General Conditions and/or of any Specifications will not affect the validity of the remaining clauses of the Contract.

In the event of a conflict between the clauses of the General Conditions and any Specifications, the clauses of the General Conditions will prevail.

In the event of a change in the control structure of the Supplier, direct or indirect, or the sale of its company or business, the Purchaser will have the right to cancel any orders in progress.

The terms indicated in the Order for deliveries and/or execution of works or services are binding only for the Supplier, who is obliged to deliver the goods and/or to complete the works or services in the quantity indicated in the Order and in the place indicated by the Purchaser.

Any delivery, completion or performance date or deadline expressly stated in the Order shall constitute an essential term in the Purchaser’s interest within the meaning and for the purposes of Article 1457 of the Italian Civil Code. Such deadlines are strict, final and subject to no grace period. No extension, waiver or amendment may arise from silence, tolerance, prior conduct, partial deliveries or acceptance of late performance; any extension shall be valid only if granted by the Purchaser in writing before expiry, for a specified period and without novation. If the Supplier has not performed fully, correctly and conformingly by the stated deadline, the Order shall be automatically terminated by operation of law upon expiry, without any notice of default, demand, further communication or court declaration, save only for the Purchaser’s right to notify the Supplier, within three days after expiry pursuant to Article 1457, paragraph 2, of the Italian Civil Code, that it nevertheless requires performance. Termination shall apply to the unperformed portion and, at the Purchaser’s sole option, to the entire Order where the late performance is essential or the remaining portion has no independent utility. Upon termination, the Purchaser shall not be required to accept or pay for any late, rejected, undelivered or non-conforming goods or services, nor to pay the Supplier any compensation, indemnity, reimbursement, loss of profit, cancellation charge or other amount. Only amounts relating to conforming goods or services already accepted and expressly retained by the Purchaser shall remain payable. The Purchaser shall also be entitled, without interest or liability, to suspend any payment still due to the Supplier, including under other orders or dealings to the extent permitted by law, and to set off such sums against any claim of the Purchaser. The Supplier shall immediately, and in any event within five business days of demand, refund all advances and deposits paid in connection with the terminated Order or its unperformed portion, together with statutory interest. The Purchaser’s rights to penalties, full damages and any additional loss, additional cover-procurement costs and all other remedies under the Order, these General Purchase Conditions or applicable law are expressly reserved. Recoverable loss shall include, by way of example and without limitation, production stoppage and rescheduling costs, urgent and replacement procurement costs, additional processing, transport and testing costs, penalties, indemnities and third-party claims, lost margin and any other loss caused by delay or non-supply, particularly where the supply is intended for the construction, completion or delivery of machinery manufactured by the Purchaser under a specific customer order.

From the time the contract is entered into, the Supplier acknowledges that delay, non-delivery or non-conformity of a supply intended, whether directly or indirectly, for the manufacture, integration, testing or delivery of machinery or plant produced by the Purchaser under a customer order may cause the Purchaser foreseeable commercial loss within the meaning of Articles 1223 and 1225 of the Italian Civil Code, including both actual loss and loss of profit that are an immediate and direct consequence of the breach. Subject to proof of causation and to the Purchaser taking reasonable steps to mitigate the loss under Article 1227 of the Italian Civil Code, such loss shall be determined according to the following analytical formula: D = A + B + C + E + R − S. For the purposes of that formula: (A) means customer charges, including penalties, service credits, price reductions, refunds, chargebacks, warranty, rework or replacement costs, provided that they have actually been imposed, become definitively due or been reasonably settled and are documented; (B) means additional internal and external costs incurred for cover or urgent procurement, expediting, premium freight, overtime, subcontracting, production stoppage or rescheduling, testing, sorting, rework, dismantling and reassembly, calculated, for internal activities, by multiplying documented hours by the Purchaser's standard fully loaded industrial hourly cost in force at the time of the event and, for materials and external services, on the basis of documented costs; (C) means the contribution margin lost on the affected customer order, equal to contractual revenue definitively lost or reduced, less variable costs actually avoided by the Purchaser; (E) means the concrete economic consequences of commercial and reputational harm, including concessions, discounts, warranty extensions, customer-recovery actions, audits, travel, exclusion from tenders, vendor-rating reductions and lost orders, provided that they are specifically identified and documented; (R) means the loss of commercial opportunities or follow-on orders, calculated by applying to the expected contribution margin a serious, concrete and documented probability of success, derived from quotations, historical orders, negotiations, shared forecasts, letters of intent, tenders or other objective evidence, excluding merely hypothetical possibilities; and (S) means costs actually saved, amounts recovered and any other benefit causally arising from the same event, to be deducted in order to avoid duplication or overcompensation. Reputational or commercial loss shall not be presumed from the mere fact of breach, but shall be recoverable to the extent that it has produced concrete and proven economic consequences. Amounts claimed shall be supported by accounting, contractual and management records or other objective evidence reasonably available. Where the existence of loss is certain but its exact amount is impossible or excessively difficult to establish, equitable assessment under Article 1226 of the Italian Civil Code shall remain available. This clause sets out valuation criteria and does not constitute agreed liquidated damages or a penalty, nor does it limit the Purchaser's right to recover the full amount of any additional proven loss.

The goods delivered in advance of the expiry date may be refused by the Purchaser; in this case, if the Supplier does not immediately collect the goods, they will be returned at the expense and risk of the Supplier, with the latter being charged for all costs, including custody, storage and/or warehousing.

In case of impossibility of returning the goods delivered in advance, the payment terms indicated in the Order will remain unchanged.

In the event of even partial delay in deliveries, except as provided in paragraph 2.5, the Purchaser will be entitled to:

charge the Supplier a penalty for the delay of 2% of the price of the goods not delivered within the deadline indicated, for each week of delay, without prejudice to any other different percentage indicated in the Order, which will prevail;

purchase the goods not delivered on the market at the current price with the costs and risk borne by the Supplier;

terminate the Contract with immediate effect and with full right, and in any case revoke the Order, by simple communication. In case of even partial delay in the execution of the contracted works or services, except as provided in paragraph 2.5, the Purchaser will be entitled to:

charge the Supplier a penalty for the delay of 1% of the total amount agreed for the service or work for each week of delay, without prejudice to any other different percentage indicated in the Order which will prevail;

terminate the Contract with immediate effect and with full right, and in any case revoke the Order, by simple communication In any case, the Purchaser's right to compensation for greater damages, direct and indirect, and for economic losses resulting from even partial delay in deliveries, is reserved.

In the event that the execution of the Order is prevented, hindered or delayed by the occurrence of proven circumstances of force majeure, the delivery deadline will be considered extended and the new deadline will be established by mutual agreement between the parties, provided that the Supplier has promptly informed the Purchaser of the occurrence of the circumstance of force majeure and has taken all the necessary measures to limit its effects. The circumstance of force majeure cannot be invoked by the Supplier in the event that it arises after the expiry of the delivery term. If the circumstance of force majeure results in a delay in delivery of more than twenty days, or a delay even shorter but incompatible with the production needs of the Purchaser, the latter will have the right to revoke the Order and terminate the Contract, in all or in part, by simple communication to the Supplier.

In the event that the receipt of the delivery is prevented, hindered or delayed by the occurrence of proven circumstances of force majeure, such as, but not limited to, the onset of war conflict, embargo, act of the Authority, riot, fire, or by another fact or act outside the Purchaser's sphere of control, any liability borne by the latter will be excluded and the delivery term will be automatically extended for a period of time equivalent to that in which the receipt of the delivery is prevented, hindered or delayed.

The marking, packaging, labeling, identification, shipment, transport and delivery of the goods to be supplied must take place in accordance with as indicated in the Order and/or in any Specifications.

The Supplier is responsible for the packaging, which must be appropriate with reference to the subject of the supply and the means of transport and storage used for the delivery as well as in compliance with current legislation: all damages, direct and indirect, caused by packaging defect will be at the exclusive expense of the Supplier. Each packaging unit must bear on the outside, clearly legible, the indications required by the legislation in force on the subject of transport and those relating to particular storage conditions. These indications will also report: lot number, goods to be supplied, general information and address of the sender and recipient, quantity delivered, gross and net weight.

The ownership and the risks relating to the goods supplied will be transferred to the Purchaser when the goods are delivered to the place and under the conditions indicated in the Order, any retention of title clause being considered as not affixed.

The transport documents and the invoice must be delivered together with the goods (even separately) with detailed indication of the Order number, the Supplier code, the goods code, the unit of measurement, the quantity of the goods delivered; any different or additional general conditions or clauses contained in the transport documents or other documents presented at the time of delivery will not be valid, effective or opposable to the Purchaser, even if signed by the Purchaser's staff.

The delivery or payment of the goods, works or services cannot be considered as acceptance thereof, which must be carried out by the competent offices of the Purchaser. Following acceptance, the Supplier must strictly comply with the agreed delivery deadline, except to indemnify the purchaser for all costs, direct and indirect, with particular reference to those relating to the stoppage of the production chain at the Purchaser and/or at its customer/s, deriving from the non-observance of the delivery deadline. Without prejudice to the Purchaser's right to cancel the Order and to charge the Supplier any costs relating to the further supply order of the goods possibly addressed to a third-party supplier.

The Supplier guarantees the quantitative conformity of the goods as indicated in the Order and/or in any Specifications and as declared in the transport documents; in the event that quantitative discrepancies are detected, the Purchaser will be entitled to:

reject the part of the supply resulting in excess, with the option, if the Supplier does not immediately collect the goods, to return the excess at the expense and risk of the Supplier, charging the latter all costs, including custody, storage and/or warehousing; in the period between the notification of the discrepancy and the return, the risks on the excess goods will be borne exclusively by the Supplier;

withhold the excess part of the supply, paying it on the basis of the price indicated in the Order;

obtain, upon simple request, that the Supplier immediately sends the missing part at its own expense and risk; otherwise, the Purchaser may exercise the rights provided for in paragraph 2.4 with regard to the missing part. Quantitative discrepancies must be reported by the Purchaser to the Supplier within ninety days of delivery of the goods.

The Supplier guarantees for a period of two years from delivery, unless otherwise specified for the goods subject to expiry, the proper functioning, the absence of defects and the full qualitative conformity of the goods and the works with what has been agreed, also in relation to any technical information delivered by the Purchaser (see paragraph 5.1) and to the requirements of the legislation in force at the time of supply, also in terms of hygiene, safety, pollution, protection of workers, also taking into account the regulations in force in the States possibly affected by the goods subject of supply. In this regard, the Supplier undertakes to indemnify and hold the Purchaser harmless from any action that may arise as a result of non-compliance with these provisions, assuming all the relative consequences. In the event that malfunctions, defects or discrepancies are detected, the Purchaser will be entitled to:

obtain from the Supplier the immediate replacement or – at the Purchaser's choice – the repair of the part of the supply concerned, at the risk of the Supplier and charging the latter for all costs, including the costs of identification and/or selection of defective or non-conforming goods and works, custody, storage, warehousing and/or return of goods;

recover the defective or non-conforming goods and works with additional processing, at the risk of the Supplier and charging the latter for all costs;

obtain a price reduction corresponding to the decrease in the final commercial value of the goods concerned. If the exercise of the rights referred to in the previous sub-paragraphs a), b) and/or c) is not useful for the Purchaser, the latter, at its sole discretion, may terminate with immediate effect and with full right, by means of by simple communication, the Contract and return the part of the supply concerned even if already used, at the expense and risk of the Supplier; in case of impossibility of return or refusal of the Supplier to receive the part of the supply concerned at own expense, the Purchaser may destroy or transfer the goods to third parties, charging the costs to the Supplier. Defects or qualitative discrepancies must be reported by the Purchaser to the Supplier within one hundred and eighty days of discovery; after the communication of discrepancies, the risks on the goods concerned will be borne exclusively by the Supplier.

In the event of third-party claims against the Purchaser as a result of or in relation to malfunctions, defects, non-reliability or non-conformity of the goods subject of this supply, the Supplier will be obliged to indemnify the Purchaser – without limitation of liability and even if the claims are brought to the attention of the Purchaser after the expiry of the guarantee referred to in paragraph 3.7 – of all negative consequences, including for direct and indirect damage to persons or property and in accordance with applicable European Union and national product-liability legislation, including, where applicable, national provisions implementing Directive (EU) 2024/2853; the Purchaser will promptly report to the Supplier any rights or claims of third parties of which it becomes aware.

The exercise of the rights mentioned in paragraphs 3.6, 3.7 and 3.8 will not prejudice, in any case, the Purchaser's right to compensation for all damages, direct and indirect, and economic losses, including, by way of example and not exhaustively, damage to image, loss of customers and loss of earnings, with the express exclusion of limitations of the Supplier's liability.

Where requested by the Purchaser, the Supplier undertakes, with express waiver of any claim for compensation, to promptly modify the characteristics of the product, service or work commissioned or to immediately cease production and/or supply. In this case, the Purchaser will be obliged to keep at own expense, unless otherwise agreed, the products already completed or in progress for a quantity which, in any case, cannot exceed the sum of the deliveries scheduled for the following fifteen days upon notification of the change or cancellation notice.

The prices indicated in the Order will be fixed and invariable and are intended ex all rights – DDP (Incoterms® 2020 of the International Chamber of Commerce, unless a later edition is expressly referenced in the Order), unless otherwise expressly indicated in the Order itself.

Price increases based on increases in cost, production or changes in the value or price of raw materials will be excluded, unless otherwise agreed in writing pursuant to paragraph 1.5. Neither party may suddenly interrupt the execution of the Order; the party, whose price proposal will have been rejected at the conclusion of a negotiation conducted in good faith, can cancel the Order under the conditions of these General Conditions. However, in the event of cancellation by the Supplier, the Purchaser must be able to ensure the continuity of the execution of its obligations towards its customers until the new start of production of the supply, subject of the cancelled Order, at an alternative supplier.

The invoice must indicate the Supplier's tax data, unit prices, total price, VAT rates and all other data required for the delivery notes from paragraph 3.4, in the same progression reported in the delivery note to which the invoice refers; any different or further general conditions or clauses contained in the invoices or other documents delivered with the invoices will not be valid, effective or opposable to the Purchaser, even if signed by the Purchaser's staff.

The supplies will be paid for by the Purchaser in the manner and at the deadline indicated in the Order, upon receipt of the delivery note, the invoice drawn up in accordance with the provisions of the paragraphs; in any case, the Purchaser will not be required to pay the price until it has had the opportunity to examine the goods, services and works.

Without prejudice to its rights, the Purchaser may refuse and/or suspend, in whole or in part, the payment of invoices if the Supplier is in breach of contractual obligations and/or if the Purchaser suffers damages, direct or indirect, or has notice of third-party claims for rights on the goods supplied and/or for malfunctions, defects, non-reliability or non-conformity of the goods supplied; the Purchaser may also offset and/or deduct from any credit of the Supplier its counter-credits for compensation for direct and indirect damages, economic losses or prejudices connected with the execution of the Contract, the Order or other contractual relationships between the parties.

It is forbidden for the Supplier to issue bills of exchange or bank receipts unless agreed in writing, for the payment of supplies; otherwise, if bills of exchange or bank receipts are issued, they will not be withdrawn and the Supplier will be responsible for all damages, direct and indirect, deriving from the non-collection.

Technical information – meaning any type of technical or technological information or documentation, as well as models or samples and any other industrial property right (trademarks, logos, patents, etc.) that the Purchaser will eventually make available to the Supplier – will remain the exclusive property of the Purchaser and may only be used for the execution of the latter's orders.

In relation to the Technical Information, the Supplier is required to:

keep it with the utmost care and confidentiality and return them to the Purchaser at the request of the latter and at the end of the supply, unless otherwise agreed in writing pursuant to paragraph 1.5;

identify it as the property of the Purchaser in cases where the Purchaser has not done so;

not reproduce or copy it except within the limits expressly authorized by the Purchaser and not transmit it or disclose the content to third parties;

transfer any patents or other industrial property rights obtained in relation to inventions, models, designs and other intangibles developed jointly or with the Purchaser's contribution, even if only financially, to the Purchaser without consideration;

not produce or have produced and/or supply to third parties, for any reason, directly or indirectly, designated goods or products for the Purchaser by exploiting the above technical information;

impose and guarantee compliance with the obligations deriving from this article on any third party cooperating with it to whom it has been authorized by the Purchaser to transmit the above technical information in the context of the execution of the Order.

The Supplier declares and guarantees that the goods supplied and the works carried out do not infringe any third-party rights for industrial or intellectual property and undertakes to carry out all obligations aimed at maintaining the validity of its industrial and intellectual property rights relating to the supplies and free use of the same.

In the event of violation of the rights or claims of third parties relating to industrial or intellectual property on the goods and works to be supplied, the Supplier shall be obliged to indemnify the Purchaser from all direct and indirect damages and prejudices; the Purchaser will promptly report to the Supplier any rights or claims of third parties of which it becomes aware.

The Supplier undertakes for itself and its employees and collaborators, even after the termination of relations with the latter, not to advertise its commercial relations with the Purchaser and to keep confidential all technical, commercial or other information of which it is aware in connection with the performance of the Contract.

In the event of cancellation of the Order, the Supplier hereby authorizes the Purchaser to complete, or have completed, any equipment or machinery that may be supplied as well as guarantee, or ensure guarantee of, its maintenance, expressly renouncing to make use of any intellectual and/or industrial property rights towards the Purchaser and any third party acting on the latter's commission. In this regard, the Supplier undertakes to transmit to the Purchaser, upon simple request, all the technical documentation and know-how concerning equipment and machinery, and the related components, subject of supply.

In case of violation of the obligations referred to in this article, the Purchaser will have the right to cancel the Order.

The Supplier undertakes to carry out and/or have carried out all the tests and/or checks necessary to establish the safety, reliability and suitability for the intended use of the goods supplied as well as the conformity of the goods and the production process with all applicable regulatory requirements, including in the field of workplace safety, health and environmental protection, of which it guarantees full compliance, undertaking to hold the Purchaser harmless from any negative consequence, also in relation to acts of the Authority.

The Supplier guarantees that it has a suitable civil liability policy produced with an adequate ceiling for the insurance of all risks and the coverage of all damages, direct and indirect, deriving from the supply of the goods to the Purchaser and undertakes, at the request of the latter, to provide a copy. However, the aforementioned insurance does not constitute a limitation of the Supplier's liability.

The Supplier will provide the Purchaser, at the latter's request, with any information and documentation on the tests and/or checks carried out on the goods supplied and on the production process, as well as a copy of all permits, authorizations or licenses, however named, required by the applicable regulatory requirements for the exercise of the business, production, export and supply of goods.

The results of the aforementioned tests and/or checks will not bind the Purchaser; any approval of the goods to be supplied by the Purchaser's technical offices will neither exempt nor limit the Supplier's liability and guarantees.

The Supplier undertakes to allow access, upon reasonable notice, of the Purchaser's personnel to the premises of its company and of any subcontractors to carry out inspections and checks on the processing and/or testing methods implemented and on compliance with the prescriptions and applicable regulations, offering the Purchaser the possibility to test the goods supplied, without implying an exemption or limitation of the Supplier's responsibilities and guarantees.

If the Order provides for or includes the provision of one or more services (including continuous), the Supplier must fulfill the obligations set forth by the Contract with the best diligence, making available the resources necessary for this purpose, as well as employing personnel with suitable technical- professional preparation and duly trained for the tasks assigned.

The equipment (drawings, moulds, machinery, etc.) that the Purchaser makes available to the Supplier for the execution of the Order, as well as any equipment built upon request and on behalf of the Purchaser, including the related rights industrial and intellectual property, remain the exclusive property of the Purchaser and must be returned to the Purchaser when the Order is out of stock, or upon its cancellation or termination; the Supplier is responsible for their loss, destruction, damage and improper use. The Purchaser's exclusive property, as well as the non-attachment and non- transferability of such equipment, must be expressly mentioned on a specific identification plate affixed to them. The equipment can in any case be collected by the Purchaser at any time. The equipment is deemed to be deposited with the Supplier and cannot in any case be used by the Supplier, except for the execution of the Order, nor can it be reproduced, made available to third parties, pledged and/or offered as a warranty. The Supplier, as a depositary, guarantees the perfect maintenance and conservation of the equipment and will provide, at the request of the Purchaser and whenever necessary, a complete inventory. Furthermore, in the event of loss, theft, destruction or premature wear of the equipment, the Supplier guarantees the replacement of the same and undertakes to take out a suitable insurance policy for this purpose to cover all risks and damages, direct and indirect, undertaking, at the request of the Purchaser, to provide a copy thereof.

These General Conditions are subject only to Italian law. The United Nations Convention on the International Sale of Goods does not apply to these General Conditions.

For any dispute that may arise regarding the interpretation and/or execution of these General Conditions, the Court of Pistoia will have exclusive jurisdiction.

Upon expiry, the Supplier is obliged to send the Purchaser the Declaration of Origin of the products having an original character under a preferential regime, in accordance with the provisions of Regulation (EU) 952/2013 and Regulation (EU) 2015/2447.

The certified Supplier is also obliged to deliver a copy of the quality system certificates and to renew them.

The Supplier undertakes to act exclusively within the limits of the laws in force and, in particular, to respect the rules of fair competition.

The Supplier also undertakes to operate in compliance with the principles and rules of conduct contained in the Code of Ethics adopted by the Purchaser. In particular:

The Supplier expressly undertakes not to commit prohibited acts or incite or help third parties to commit such acts. In particular, such prohibited acts include offering, granting, requesting or accepting illegal payments, indemnities or other advantages for oneself or for a third party.

The Supplier undertakes not to use forced labour, regardless of its form.

The Supplier agrees not to use any person under the age of 15 unless there is government approval such as vocational training or apprenticeship.

The Supplier undertakes not to use disciplinary practices of physical abuse.

If the Supplier uses subcontractors to carry out work on the goods or their components, the Supplier undertakes to use only subcontractors who adhere to the requirements of this section. The Supplier is required to check the compliance of the subcontractor.

For the purposes of or in relation to this Contract, the Supplier may process information, in any form, relating to an identified or identifiable natural person (Personal Data) whose personal data, including sensitive data, is transmitted by the Purchaser (or under its direction) to the Supplier, such as, by way of example, Personal Data of customers and employees. This clause establishes the terms and the respective rights and duties of the Parties in relation to such Personal Data Processing.

Personal Data Processing may be carried out for the entire duration of the Contract and after its expiration until the cancellation or return of the Personal Data by the Supplier in accordance with this Contract.

The Supplier and its employees, involved in the execution of the Contract, must:

process the Personal Data in compliance with all applicable laws regarding the Processing, protection, confidentiality or security of Personal Data and any further requirements from the Purchaser in relation to the Processing. In this Contract, Processing means any operation or set of operations performed by automatic means, or otherwise, including, without limitation, the collection, recording, arrangement, organization, storage, upload, adaptation or modification, recovery, consultation, display, use, disclosure, dissemination, removal, cancellation or destruction of Personal Data;

process Personal Data appropriately and accurately and in any case to the extent necessary for the regular and correct execution of the Order;

refrain from processing Personal Data for purposes other than those authorized or indicated by the Purchaser;

the Supplier, in particular, must ensure that only the employees involved in the execution of this Contract will have access to the Personal Data processed and must subject them to the obligation to protect and maintain the confidentiality and security of the Personal Data;

the Purchaser acknowledges and accepts that the Supplier may have recourse to other Personal Data Processors. The Supplier warrants that said Data Processors will be subject to the same obligations to which the Supplier is bound under this Contract. Without prejudice to the full responsibility of the Supplier, towards the Purchaser, in relation to the execution of the Contract by the Data Processors, as well as in relation to any act or omission of such Data Processors in relation to the Processing;

adopt appropriate technical and organizational security measures to guarantee an adequate level of security and protection of Personal Data;

cooperate with the Purchaser if this is necessary for the performance of the Purchaser's data protection impact assessments;

refrain from disclosing the Personal Data to third parties without the prior written authorization of the Purchaser. In the event of a disclosure request by the competent judicial authorities, if permitted by law, the Supplier must inform the Purchaser of the exact nature of the request and of the legal obligation to comply with said request;

inform the Purchaser, without any delay, of the violation of the Personal Data of which they have become aware. The Supplier must promptly take all necessary and appropriate measures in order to remedy any inadequacy of its security measures, and must take all measures required by law and by the Purchaser for this purpose;

refrain from keeping the Personal Data beyond the time necessary for the execution of this Contract. Without prejudice to the obligations established by law in relation to the processing of Personal Data, the Supplier and its employees, authorized to process Personal Data, must: (a) promptly return, to the Purchaser and/or, at the Purchaser's request, to a third party indicated by the latter, all Personal Data in their possession or under their control and all related copies; (b) in the event of termination of the Contract, for any reason, stop the Processing of Personal Data and provide for immediate return to the Purchaser and/or third parties identified by the Purchaser, or for the cancellation and secure destruction of all Personal Data and all copies in their possession or under their control;

if the Personal Data is transferred outside the European Economic Area to allow the regular and correct execution of the Order, the Supplier must ensure that the Transfer to its subsidiaries and/or associated companies and to its Data Processors takes place on the basis to a legally recognized transfer system;

inform the Purchaser, without any delay, of any complaint or request for information, including any requests for access, rectification or cancellation of Personal Data, coming from the parties concerned. The Supplier will not respond directly to the individual concerned, unless specifically instructed by the Purchaser. The Supplier must in any case collaborate with the Purchaser in dealing with and resolving any complaints and requests for information from the persons concerned;

make available to the Purchaser all the information necessary to demonstrate compliance with the obligations envisaged regarding the Processing of Personal Data and this Contract.

These General Purchase Conditions, version CGA-2026.02, are referenced and transmitted with the Order. The applicable version is the version expressly identified in the Order and attached to the related transmission message. If the document is not physically attached, the complete copy corresponding to the same version and published at the permanent link https://www.sate.eu/web/content/20945?download=1 shall apply. The absence of the physical attachment shall not alter the version referenced in the Order.

Translations of these General Purchase Conditions are provided solely for ease of reference. In the event of any discrepancy or conflict of interpretation, the Italian text shall prevail.

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Supplier declares that it has read and specifically approves Clause 2.1-bis (essential deadline; termination by operation of law; exclusion of compensation and indemnities; repayment of advances; Purchaser’s remedies), Clause 2.1-ter (commercial loss; analytical valuation criteria; lost margin and opportunities; reputational consequences) and Clause 7.2 (exclusive jurisdiction).