GENERAL SALE TERMS AND CONDITIONS

EXTREME BIOMEC S.r.l.

1. Introductory provisions

These General Sales Terms and Conditions (hereinafter the “GSTC”) are published by EXTREME BIOMEC S.r.l. (hereinafter “EXTREME BIOMEC”). These GSTC govern the Grantor- Distributor relationship in the sale of goods and products (hereinafter the “Products”) between EXTREME BIOMEC and business partners (hereinafter the “Distributor” or the “Customer”).

These GSTC form an integral part of the contractual relationship between EXTREME BIOMEC and the Distributor and are automatically accepted upon the moment when the purchase contract is signed, i.e. with the placement of the order by the Customer.

These GSTC replace to all intents and purposes any general conditions that might be arranged by the Customer/Distributor. Any modification, addition or waiver are to apply only if accepted in writing by EXTREME BIOMEC as a specific integration of GSTC.

2. Conclusion of the Contract

The sale is concluded when EXTREME BIOMEC has confirmed in writing the order received from the Customer and, in any case, when the execution of the order begins. In the latter case, the GCS shall be considered accepted by the Customer even without any formal orders.

3.Terms of delivery and transfer of risk

3.1. The delivery time is calculated in working days and starts when the order is accepted by EXTREME BIOMEC, assuming EXTREME BIOMEC received all the data necessary for the correct execution of the sale. To this end, the order shall always contain the reference code of each Product, as identified in the Product Catalogue or in official EXTREME BIOMEC price lists.

3.2. Unless otherwise agreed upon in writing between EXTREME BIOMEC and the Customer/Distributor, the delivery is made ex-works (Ex-Works, Incoterms® 2020) at EXTREME BIOMEC’s warehouse located in Barbarano Mossano (VI). As a result, the risk of loss of or damage to the Products shall pass to the Customer/Distributor upon delivery to the carrier or the forwarder. The delivery terms, except in case of force majeure, are set out in the order confirmation or in any other specific written agreement between the Parties. Any delay may be regarded as a valid reason in order to refuse the goods, nor to ask for order cancellation, or compensation for damages and loss of profits. Any EXTREME BIOMEC’s commitment is however subject to the possibility for the supply of necessary raw materials.

4. Price

4.1. The sales price of the Products, quoted for delivery ex-works (Ex-Works, Incoterms® 2020) at EXTREME BIOMEC’s warehouses, is the one resulting from EXTREME BIOMEC’s order confirmation or, failing this, from the price list. The price thus established always excludes costs for taxes, stamp duty, customs and any other right.

4.2. In the event of any variation in the costs of raw materials, labour and accessories as inferred from market quotations, EXTREME BIOMEC may adjust prices also during the supply.

5. Billing and shipping notice

The invoice is issued when the goods are ready for shipment and for the Customer/Distribution counted as notice of shipment.

6. Payment and retention of title

6.1. Without prejudice to other written agreements in the sales confirmation, in order to be valid and free of charge, payment shall be made in full at EXTREME BIOMEC’s premises in 30 days from the date of invoice. Payment shall be made within and no later than the terms agreed and without any deductions, even if delivery is delayed for reasons related to the transport for which EXTREME BIOMEC is not responsible. Payment may not be suspended without written authorization by EXTREME BIOMEC, even in the event of partial current supply.

6.2. In the event of delayed payment, default interest (in accordance with Legislative Decree no. 231/2002 and/or any subsequent amendments and additions) will accrue on the amounts owed.

6.3. In case of deferment of payment, the total or partial unfulfillment of even one payment only, when due, authorizes EXTREME BIOMEC to immediately void the Distributor’s benefits of the term.

6.4. It is also understood between the Parties, that the Products sold will remain of property of EXTREME BIOMEC until the Customer has fully paid the agreed price.

7. Warranties, Liability and Claims

7.1. Products

7.1.1 Quality and limits of use

Products are designed and manufactured according to the highest quality and to the Producer’s specifications.

Products shall be used only for the purpose for which they are designed and manufactured. EXTREME BIOMEC is therefore relieved from any and all responsibility for any reason, including “Product Liability” arising from the Product’s use over the allowed limit, and/or from their normal wear and tear and/or problems related to comfort, unfamiliar noise and vibrations or poor fluidity in the use of the bicycle. Any modification or tampering with the Products may compromise their safety and, in any case, will void the warranty provided by EXTREME BIOMEC.

7.1.2. Installation and Maintenance

The Products must be installed by highly qualified and competent professionals working in their pertinent field, who have been specifically trained on the use for which the Products have been manufactured. Products must be regularly maintained. The required installation and maintenance are detailed in the instructions published on the Manufacturer’s website and/or contained in the packaging of the specific Products (hereinafter “Instructions”). EXTREME BIOMEC is therefore relieved from any and all responsibility for any reason, including “Product Liability”, arising from non-compliance with the instructions by the Customer/Distributor, and/or for the improper and/or incorrect Products’ installation on the bicycle, and/or for the lack of and/or incorrect maintenance of them.

7.1.3. Contractual Warranty and Claims

EXTREME BIOMEC guarantees that the Products are of excellent quality, free from defects in materials and workmanship and correspond to the specifications given by the Manufacturer.

EXTREME BIOMEC guarantees that the Products are free from defects in material or workmanship related to EXTREME BIOMEC’s actions or omissions of for 24 (twentyfour) months.

When receiving Products, the Customer/Distributor shall verify the possible non-conformity of them, and any obvious and non-obvious defects in the goods delivered shall be notified in writing immediately, but no later than 8 (eight) days after delivery, or after the discovery of them. Defective parts shall be returned at the Customer/Distributor’s expense, ex works (Ex-Works, Incoterms® 2020) at EXTREME BIOMEC’s warehouse, according to the instructions provided by EXTREME BIOMEC. Only after EXTREME BIOMEC’s Quality Department has carried out the necessary checks and ascertained the defectiveness, any parts recognized as defective will be repaired and/or replaced by EXTREME BIOMEC, according to the article 7.1.4 below. In any case, the liability of EXTREME BIOMEC and its agents and/or distributors and/or any other EXTREME BIOMEC’s intermediary, is limited to the maximum amount of the Products’ sale price. The warranty is excluded if the Product is not installed, used and/or maintained correctly and according to the instructions given. EXTREME BIOMEC provides no warranties, either express or implied, which extend its liability beyond what is expressly stated in this article. Unless expressly authorized in writing by EXTREME BIOMEC, no agent and/or distributor and/or any other EXTREME BIOMEC’s intermediary is authorized to provide warranties in addition to those contained in these GSTC.

For raw materials not expressly made by EXTREME BIOMEC, the manufacturer gives the same forms of warranties received from its suppliers.

Moreover, the warranty does not apply to non-conformity defects caused by

• improper use or negligence or inexperience in the use of the Product;
• repairs or replacements carried out on the Product by unauthorized personnel;
• alterations, tampering and/or modifications made to the Product that alter its original technical characteristics, including the installation of non-original accessories.

7.1.4. Provisions on sales by Distributors to End Users

According to the terms and conditions set out in these GSTC, EXTREME BIOMEC releases a direct guarantee to End-Users only if the Distributor has not made any modifications to the Products. The Distributor is therefore obliged to deliver to End-Users this GSTC. Technical support and warranty work on the Products, where applicable, are directly made by individual Distributors on behalf of Extreme Biomec in accordance with this GSTC.

With regard to the costs linked to warranty work:

7. for the duration of the warranty issued by EXTREME BIOMEC to Distributor in accordance with article 7.1.3, possible repair or replacement of defective components will be carried out by EXTREME BIOMEC at its facility. Therefore, Distributor shall transport the Product, at its own care and expense, to EXTREME BIOMEC’s facility;
8. after the warranty issued in accordance with article 7.1.3 expires, the Distributor shall bear any necessary expenses (for labor and parts) related to repair or replacement work, without any right of recourse against EXTREME BIOMEC.-

7.2. Racing Products

7.2.1. Warranties

To “racing” products apply only the provisions set out below and those specified in the “Racing Products Catalogue” in force at the time when the Order was accepted (hereinafter Racing Catalogue). Racing Products are designed and manufactured exclusively for racing purposes and according to the specifications given by the Manufacturer. Therefore, they are not intended for use on public roads. EXTREME BIOMEC is therefore relieved from any and all responsibility for any reason, including “Product Liability” arising from the Product’s use over the allowed limitations, and/or from their normal wear and tear and/or problems related to comfort, unfamiliar noise and vibrations or poor fluidity in the use of the bicycle. Any modification or tampering with the “racing” Products may compromise their safety and, in any case, will void the warranty provided by EXTREME BIOMEC.

7.2.2. Installation and Maintenance

The “racing” Products shall be installed by highly qualified and competent professionals working in racing field, who have been specifically trained on the use for which the “racing” Products have been manufactured. “Racing” Products shall be regularly maintained. The required installation and maintenance are detailed in the instructions provided by EXTREME BIOMEC and specified in the Racing Catalogue. EXTREME BIOMEC is therefore relieved from any and all responsibility for any reason, including “Product Liability”, arising from non-compliance with the instructions provided in the Racing Catalogue by the Customer, and/or for the improper and/or incorrect installation on the vehicle, and/or for the lack of and/or incorrect maintenance of them.

7.2.3. Conditions of Use

Due to the particular operating and environmental conditions in which the “racing” Products are used, rhe Customers accept and acknowledge that they may be subject to extreme conditions of use, which may go beyond design limits and EXTREME BIOMEC’s control. EXTREME BIOMEC is therefore relieved of any and all responsibility for any reason, including “Product Liability”, arising from the use of “racing” Products in the extreme conditions of the competitions.

7.2.4. Contractual Warranty and Claims

EXTREME BIOMEC guarantees that the “racing” Products are of excellent quality, free from defects in materials and workmanship and correspond to the specifications given by the Manufacturer.

When receiving Products, the Customer/Distributor shall verify the possible non-conformity of them, and any obvious and non-obvious defects in the goods delivered shall be notified in writing immediately, but no later than 8 (eight) days after delivery, or after the discovery of them. Defective parts shall be returned at the Customer/Distributor’s expense, ex works (Ex-Works, Incoterms® 2020) at EXTREME BIOMEC’s warehouse, according to the instructions provided by EXTREME BIOMEC. Only after EXTREME BIOMEC’s Quality Department has carried out the necessary checks and ascertained the defectiveness, any parts recognized as defective will be repaired and/or replaced by EXTREME BIOMEC. In any case, the liability of EXTREME BIOMEC and its agents and/or distributors and/or any other EXTREME BIOMEC’s intermediary, is limited to the maximum amount of the Products’ sale price. The warranty is excluded if the “racing” Product is not installed, used and/or maintained correctly and according to the instructions given by EXTREME BIOMEC in the racing Catalogue. EXTREME BIOMEC provides no warranties, either express or implied, which extend its liability beyond what is expressly stated in this article. Unless expressly authorized in writing by EXTREME BIOMEC, no agent and/or distributor and/or any other EXTREME BIOMEC’s intermediary is authorized to provide warranties in addition to those contained in these GSTC.

8. Exclusion of liability

The warranty referred to in Article 8 absorbs and replaces any other legal or conventional warranty and excludes any other liability of EXTREME BIOMEC towards the Distributor. Therefore, the Distributor may not claim any charge or compensation for damages against EXTREME BIOMEC, neither for loss of profits nor for any other direct or indirect damage resulting from Products’ defects or faults. This exclusion of liability shall not apply in the event of intentional misconduct or gross negligence of EXTREME BIOMEC.

EXTREME BIOMEC declines all responsibility for any damage to property or persons that may directly or indirectly arise from Distributor’s failure to follow instructions relating to the Products’ use and maintenance.

9. Applicable Law and Jurisdiction

The sale between EXTREME BIOMEC and the Customer/Distributor is regulated by Italian Law and is subject to Italian jurisdiction. The resolution of any dispute will be devolved to the exclusive jurisdiction of the Court of Vicenza.