1. PREAMBLE

These General Terms and Conditions of Sale and Supply (hereinafter referred to as "General Conditions"), unless expressly and specifically derogated in writing, form an integral part of all contracts related to sales and supplies made by One Pump srl S.p.A. (hereinafter referred to as "One Pump srl" or the "Company") and are considered accepted by the Customer upon receipt of the Order Confirmation. All offers, order confirmations, deliveries, and invoices issued by One Pump srl are governed by these General Conditions unless explicitly and specifically waived in writing by One Pump srl. The Customer accepts these General Conditions even if they differ from any general or specific purchase conditions prepared by the Customer, which will not bind One Pump srl in any way unless they are specifically and explicitly approved in writing by One Pump srl.

The General Conditions are published on the One Pump srl website (www.onepump.it) and are always available for Customers to consult and print. Upon receipt of the Order Confirmation, the Customer acknowledges having reviewed and fully accepted the contents of these General Conditions.

These Conditions may be updated, supplemented, and/or amended at any time by One Pump srl, which will provide written notification on its website (www.onepump.it). Such updates, modifications, and/or supplements will apply to supply and sale orders received by One Pump srl after the date of publication on the website.

Any invalidity or unenforceability of any provision of these General Conditions, including due to future regulatory interventions, will not affect the validity and enforceability of the remaining provisions.

Any tolerance by the Company of the Customer’s conduct that conflicts with any provision of the General Conditions does not constitute a waiver of the rights derived from them, nor does it prejudice One Pump srl's right to require exact compliance with the terms and provisions set out in the General Conditions.

2. OFFERS, ORDERS, AND CONTRACT CONCLUSION

Each sales and supply contract will only be considered concluded when the Customer receives the Order Confirmation from One Pump srl.

Upon receipt of the Order Confirmation, the Customer is responsible for verifying all the details contained therein, which will be considered accepted if not contested in writing within three business days of receipt.

Orders and Order Confirmations must be made in writing. One Pump srl reserves the right to accept orders in other formats.

If the Customer receives an Order Confirmation from One Pump srl containing terms and/or conditions that differ from the original Order, the contract will still be considered concluded under the conditions specified in the Order Confirmation, provided that the Customer does not submit a written objection to One Pump srl within three business days of receipt.

Any Offers made by One Pump srl to the Customer will remain valid only for the period specified in the Offer, after which they will expire without the need for revocation. Unless otherwise indicated, the Offer will be valid for sixty days from the date of dispatch by One Pump srl.

If the Order is preceded by an Offer from One Pump srl, the Customer must reference it in the Order, and the sales and supply terms and conditions specified in the Offer will become binding on the Company only if and to the extent that the Order is subsequently confirmed in writing by One Pump srl.

The receipt of a down payment on an Order by One Pump srl will not constitute acceptance of the Order unless followed by an Order Confirmation.

Any cancellations and/or modifications and/or additions to the Order, as confirmed by the Company’s Order Confirmation, will not take effect unless previously authorized or subsequently accepted in writing by One Pump srl.

The Customer may not request the cancellation of Orders for products specifically designed according to the Customer's specifications unless expressly authorized in writing by One Pump srl. Consequently, the Company will not honor requests to suspend deliveries of "customized products."

If One Pump srl authorizes the cancellation of a supply to be carried out according to the Customer’s specifications, the Customer agrees to purchase all products procured by One Pump srl to fulfill individual orders or to meet continuous supply obligations agreed with the Customer.

The conclusion of the sales and/or supply contract is conventionally established to take place at the headquarters of One Pump srl.

Estimates, preliminary projects, etc., attached to the Offer and/or Order, are the exclusive property of One Pump srl and may not be disclosed by the Customer to third parties, including subcontractors, without specific written authorization.

3. PRODUCT CHARACTERISTICS

The products subject to these General Conditions are those listed in One Pump srl's catalogs or similar documents, with the technical and performance characteristics indicated therein or as may be agreed upon and specified in writing at the time of contract conclusion.

The indication of a product as available is not binding on One Pump srl until the Order is confirmed, and it refers to normal working and supply conditions.

Any information and/or data on the characteristics and/or specifications of the products contained in catalogs or similar documents are indicative and not binding and may be modified by One Pump srl at any time without notice.

One Pump srl reserves the right to make non-substantial modifications to products that, without altering the essential characteristics of the products, may be necessary or appropriate without entitling the Customer to make any claim or complaint.

Regardless of the final destination of the products and unless otherwise agreed in writing between the Parties, One Pump srl guarantees only the compliance of the products with the technical and safety regulations provided by Italian law and those of the European Union, to the extent they have been incorporated into Italian law and are binding for the commercialization and/or installation of the products in Italy. Any additional or different requirements imposed by local regulations in the destination country must be indicated and specified in writing by the Customer under their exclusive responsibility at the time of the Order and will bind One Pump srl only if expressly and specifically accepted by it.

The Customer acknowledges being informed about the safety standards related to the use of the products offered by One Pump srl.

4. PRICES

Unless otherwise agreed in writing between the Parties, the prices and discounts indicated in the Order Confirmation will apply to each order or, if not specified, the prices listed in One Pump srl’s price lists in force at the time of contract completion as specified in Article 2.

One Pump srl reserves the right to unilaterally and immediately modify the prices listed in the price list by notifying the change on its website.

If during the supply process, after the Order Confirmation, there are price increases due to circumstances beyond One Pump srl’s control (such as raw material price increases, labor costs, or exchange rate fluctuations), One Pump srl reserves the right to change the prices listed in the price list and/or in the Order Confirmation by providing written notice to the Customer, who will have the right to withdraw from the contract for the supplies subject to price increases by providing written notice to One Pump srl within three days and simultaneously paying for supplies already delivered.

Prices are net of VAT and any other applicable tax, based on specific legal provisions. Unless otherwise agreed in writing, prices are understood to be ex-works at One Pump srl's facility (Via Pellegrino Matteucci, 4, 40057 Granarolo dell'Emilia (BO)) and include standard packaging. One Pump srl reserves the right to use the packaging it deems most appropriate for the type of transport agreed upon with the Customer, without the Customer having any right to claim or complaint.

Transportation, customs, duties, taxes, and fees of any kind, including possible inspection, installation, commissioning, and testing costs, are always borne by the Customer unless otherwise agreed in writing.

Special packaging must be requested in advance and confirmed in writing by One Pump srl, which will inform the Customer of the additional cost.

Any additional costs related to modifications and/or product additions requested by the Customer and not provided for in the Order Confirmation, if deemed feasible by One Pump srl and authorized in writing, will be fully borne by the Customer.

In the case of changes to the quantity and/or type of products specified in the Order Confirmation requested by the Customer and authorized in writing by One Pump srl, or in the case of delivery extensions for reasons specified in Article 6 of these General Conditions, One Pump srl may adjust the prices specified in the Order Confirmation and will notify the Customer.

5. PACKAGING AND TRANSFER OF RISKS

Regardless of the agreement concerning transport or insurance costs (specifically or through the reference to an Incoterm delivery term), delivery and the consequent transfer of risks are considered to have taken place, in all cases and for all purposes, when the products are collected by the Customer at One Pump srl's facility or, in the case of shipment, upon delivery of the goods to the carrier.

One Pump srl will not be liable for any damage that may occur during the loading operations of the products onto the transport vehicle.

The disposal of product packaging will be the responsibility and at the expense of the Customer.

In no case will One Pump srl be liable for non-delivery or irregular delivery by carriers. It is expressly understood that the goods, even if sold with a special agreement as free delivery or delivered to the place specified by the Customer, always travel at the Customer’s total risk and peril, who is responsible for inspecting the goods upon delivery.

If the Customer fails to collect the products or accept delivery, the Company will have the right, after fifteen days of notice and without prejudice to the remedies provided by law, to terminate the contract and sell the uncollected products as best it can, retaining the deposit already paid by the Customer as a penalty. The difference between the contractual price (increased by storage and preservation costs) and the amount obtained from the sale to third parties will constitute the Customer’s debt, on which interest will accrue at the rate specified in Article 7. One Pump srl also reserves the right to seek compensation for any additional damages suffered.

Any returns of products must be authorized in advance by One Pump srl and delivered at the Customer’s sole expense to the warehouses at One Pump srl’s facility. Returns must always be accompanied by a proper delivery note and labeled with the original identification tag for shipment, together with the return authorization number provided by One Pump srl. In no case will authorization for the return imply recognition of defects or the Customer’s right to a warranty claim.

6. DELIVERY TERMS

The delivery terms indicated in the Order Confirmation always refer to the product readiness date at One Pump srl and do not account for transport or any testing at the destination.

In any case, delivery terms must be considered merely indicative and will not, under any circumstances, constitute an essential term. Except in cases of willful misconduct or gross negligence, any delivery delays or partial deliveries will not result in any liability for One Pump srl, nor will the Customer have the right to cancel the Order or claim compensation or indemnity of any kind. By accepting a late delivery, the Customer waives any claims related to the delay.

If, during the execution of the Order, the Customer requests changes to the quantity and/or type of products specified in the Order Confirmation and these are authorized in writing by One Pump srl, the Company will inform the Customer of the new delivery terms, which will also be merely indicative.

Any penalties for delays must be expressly accepted in writing by One Pump srl in the Customer’s Order, and where provided, they will be considered inclusive of all types of damages, excluding the right to claim additional compensation.

7. PAYMENT AND INVOICING

Payments must be made by the Customer according to the terms and methods indicated in the Order Confirmation or, if not specified, in the invoice or, in the absence of any provision, must be made by direct payment upon delivery of the products.

Payment terms must be considered essential.

If it is agreed that payment will be made via direct payment, it must be made by bank transfer – fixed value in favor of the beneficiary on the day payment is due.

In case of late payments, the Customer will be required to pay default interest starting from the due date and at the rate provided by Legislative Decree No. 231/2002, as amended by Legislative Decree No. 192/2012 and subsequent modifications and supplements, in addition to compensating for any additional damages.

The Customer cannot deviate from Legislative Decree No. 231/2002, as amended by Legislative Decree No. 192/2012 and subsequent modifications and supplements, nor suspend or delay payment of the price for any reason, nor validly raise any objections before having fully paid the price.

8. SUSPENSION OF DELIVERIES

The Customer's failure to pay, delay, or partial payment at the due date of an invoice or debit note issued by One Pump srl, or the occurrence of events that negatively impact the Customer's financial or economic situation (e.g., one or more protests, enforcement procedures, pledges and/or mortgages, requests for controlled administration, preventive arrangements, cessation of business) and any other event constituting a breach by the Customer will result in the forfeiture of the Customer’s right to deferred payment terms. One Pump srl will then have the right to take immediate action for existing claims, even if they are not yet liquid and payable, at any time, without prior notice and/or formalities.

In the event of any such occurrence, One Pump srl, at its sole discretion, without incurring any liability for damages, may alternatively: (i) proceed with the execution of the Order, (ii) suspend and/or refuse the delivery of products ordered and not yet delivered, even if the products are unrelated to the non-payment or late payment in question, until full payment of all amounts owed by the Customer is made; (iii) request guarantees of payment and/or different payment terms from the Customer, both for ongoing and future supplies.

9. LIMITATION OF LIABILITY

The warranties and liabilities of One Pump srl arising from and related to sales and supply contracts concluded based on these General Conditions are limited to those expressly stated in these General Conditions, except as provided by mandatory laws or terms that cannot be waived by the parties. Except in cases of willful misconduct and/or gross negligence, One Pump srl will not, under any circumstances, be held liable to the Customer, contractually or extra-contractually, for loss of profit, direct, incidental, or consequential damages, damage to property and/or persons, direct or indirect losses of any kind (including personal injuries and property damage) arising from or related to the products sold and supplied.

The Customer acknowledges and agrees that One Pump srl's liability (contractual, pre-contractual, extra-contractual, or otherwise) towards the Customer for direct, indirect, consequential, or other damages, as compensation or indemnity, under the law and/or these General Conditions and/or the Order Confirmation, will in no case exceed an amount equal to 100% of the price of the products ordered by the Customer.

In no case will One Pump srl be required to compensate, indemnify, or hold the Customer harmless for any sum that the Customer may be required to pay or indemnify to third parties for any reason.

The provisions of this article will prevail in all cases over any other provisions to the contrary that may be contained in the Customer’s Order.

10. FORCE MAJEURE

One Pump srl will not be liable to the Customer for any failure, including delayed or non-delivery, attributable to causes beyond its reasonable control or otherwise due to force majeure or fortuitous events, such as, by way of example, failure to deliver materials for processing, machinery failures, strikes and other industrial actions, acts of terrorism, power outages, electricity or gas shortages, transportation difficulties, natural events, administrative seizure orders, laws, or regulations of any government or administrative authority.

11. COMPLIANCE WITH PRODUCT REGULATIONS

Notwithstanding the provisions of Article 3, One Pump srl guarantees that all products comply with the mandatory requirements for commercialization set forth by the national regulations in force at the time of the Order Confirmation. One Pump srl accepts no responsibility in cases of improper installation, maintenance, and use, or non-compliance with current regulations and the usage instructions provided by One Pump srl.

It is the Customer's sole responsibility, if they export, re-export, import, or otherwise transfer products supplied by One Pump srl, to comply with the applicable regulations of the destination country and to obtain the necessary authorizations for that purpose. The Customer must also promptly inform One Pump srl, and in any case before shipping the products, of any modifications required for this purpose. One Pump srl may choose not to comply with the request, completing the Order according to the terms agreed upon in the original Order Confirmation, or may consent to the requested modifications, with the additional costs charged to the Customer and the establishment of a new indicative delivery term.

The quality and certification marks indicated on printed materials are valid at the time of documentation printing. The list of updated marks is available on the www.onepump.it website and through the Customer Support Service.

12. CLAIMS

Upon delivery, the Customer is required to inspect or have the individual Products inspected, promptly reporting any discrepancies in quantity or type of Products to the Company, or in case of shipment, to the carrier. In any case, the Customer must notify One Pump srl in writing, within seven days, of any defects or non-conformities, under penalty of forfeiture of the warranty. The Customer must specify the defective lot or Product, the related delivery date, and the nature of the defect. Hidden defects must be reported within seven days from discovery, under the same conditions.

The Customer will have no right to a warranty if the claim is made after the warranty period indicated in Article 13.

In the event of a complaint about defects or non-conformities in the products, the Customer must keep the contested Products available for One Pump srl and, if requested by the Company, return them according to the indicated methods for necessary inspections. Returns are subject to the provisions of Article 5 of these General Conditions.

One Pump srl, at its sole discretion, may activate the applicable warranties as outlined in Article 13 of these General Conditions. In any case, no expenses for repairs, modifications, or interventions of any kind on the Products will be recognized if carried out without prior specific written authorization from One Pump srl.

Unless expressly authorized in writing by One Pump srl, filing a claim does not entitle the Customer to suspend or delay payments due for the Products in question, nor for other deliveries already made or to be made, nor does it entitle the Customer to suspend or cancel other Orders already confirmed.

13. WARRANTIES

One Pump srl guarantees, under the conditions and within the terms specified in Article 11, that the Products are free from defects in material and workmanship and conform to the technical characteristics required by applicable regulations at the time of sale or supply, within usage tolerances and under correct installation and use of the Products.

One Pump srl’s warranty applies exclusively to the Customer and can only be invoked by the Customer.

The warranty period is one year from the delivery of the Product to the Customer. Under no circumstances will the warranty period be suspended or extended due to the Customer’s failure or delay in installing and/or commissioning the Products.

Any replacements and/or repairs carried out by One Pump srl during the warranty period will not extend the warranty period nor constitute a renewal of the warranty.

One Pump srl’s warranty is excluded in the following cases: (i) damage to the Products during transport; (ii) inadequacy or unsuitability of the Products for use due to the Customer's or their technicians' error; (iii) failure of the Products to conform to technical or functional characteristics other than those specifically indicated in the technical data sheets; (iv) damages arising from incorrect or improper installation or use, or non-compliance with the instructions contained in the user manual, where applicable; (v) failure to perform regular or extraordinary maintenance; (vi) damages caused by electrical overload, fortuitous events, negligence, or any other cause unrelated to an original defect in the Products; (vii) defects or damages resulting from modifications, alterations, or repairs carried out by the Customer or their successors; (viii) normal wear and tear of parts of the Products, to be assessed in relation to the ordinary conditions of use; (ix) aggravation of damages caused by continued use of the Products after the defect has been identified; (x) the Customer’s failure, even partial, to meet their payment obligations; (xi) late reporting of defects by the Customer; (xii) defects or shortcomings in raw materials or materials or components provided by the Customer and/or procured by One Pump srl on the Customer's instructions.

In the event of defects in the Products, of any nature, One Pump srl’s warranty obligations are limited to the free replacement, ex-works One Pump srl, of the defective parts or Products, to be carried out within the normal technical timeframes agreed upon by the Parties, considering One Pump srl’s needs, the lead times for sourcing the replacement Products and components, and the complexity of the activities required to remedy the defect.

One Pump srl will not carry out any activity (including repairs or replacements) outside of its premises unless otherwise agreed upon in writing with the Customer.

In the case of replacement or return of defective Products, the Customer will receive the repaired or replaced Product under the conditions and methods specified in Articles 5 and 6 of these General Conditions.

When replacing spare parts, One Pump srl reserves the right to supply material that is equivalent in functional performance, even if not identical in size and/or design to the replaced product.

Products returned by the Customer to One Pump srl, if replaced with others, will be considered definitively transferred to the Company.

The warranty provided in this article exhausts all of One Pump srl’s warranty obligations in case of defects or faults in the Products, and any other liability or warranty—whether express or implied (including the warranty under Article 1490 of the Italian Civil Code)—connected to defects and/or malfunctioning of the Products, whether contractual or extra-contractual, primary or regressive, is expressly excluded to the fullest extent permitted by law.

If repair or replacement of the defective Products is not possible, the Customer will be entitled to a refund of the price of the defective Products only, excluding any right to compensation for direct, indirect, or consequential damages of any kind, loss of profits, or losses arising from or related to defects in the Products.

Any free replacement of parts, components, or Products alleged to be defective or any compensation granted to the Customer by One Pump srl for alleged defects, provided outside the warranty terms, will be considered discretionary and exceptional. It will not extend the warranty, nor legitimize further or subsequent Customer requests in derogation from the provisions of these General Conditions.

In the absence of an express acknowledgment by One Pump srl of the Customer’s right to a warranty, all Products and/or components sent by the Company to the Customer in replacement of the allegedly defective ones will be supplied for a fee unless a subsequent assessment by One Pump srl establishes the Customer’s right to a warranty. The Customer must pay the full invoice issued by One Pump srl for the Products or components provided in replacement if One Pump srl finds that the alleged defects do not exist or that the warranty is not applicable or has expired. This also applies if the Customer does not return the allegedly defective Products or components within the timeframe specified by One Pump srl, or in the absence of such specification, within thirty days of the Company's request.

14. EXPRESS TERMINATION CLAUSE

Pursuant to and for the purposes of Article 1456 of the Italian Civil Code, One Pump srl may terminate the contract by written declaration sent to the Customer by registered mail or certified email, upon the occurrence of the following breaches:

• Failure to pay by the Customer within the agreed terms of the price and/or any related adjustments provided for under Article 4 of these General Conditions;

• Violation by the Customer of the limitations and obligations provided for in Article 11;

• Violation of the provisions under Articles 17 and/or 18.

15. TERMINATION

If either Party intends to request the termination of the contract under Article 1453 of the Italian Civil Code, they must notify the other Party in writing by registered mail or certified email and, simultaneously, must formally request compliance, allowing a period of no less than thirty days for this purpose.

The Customer cannot request the termination of the contract if One Pump srl, within the specified period, has begun to comply with the contract.

If the contract is terminated, the Customer must, within fifteen days from the expiration of the compliance notice period, return to One Pump srl the projects, drawings, and technical documentation in their possession, along with any other One Pump srl documents, without any right to compensation or indemnity.

16. WITHDRAWAL

In addition to the cases provided by law, One Pump srl may withdraw from the contract in the following events:

• Changes in the Customer’s ownership or corporate structure;

• An event of force majeure or fortuitous circumstances.

The withdrawal must be communicated to the Customer by registered mail or certified email with fifteen days' notice.

The Customer must return to One Pump srl, within fifteen days from the effective date of withdrawal, the projects, drawings, and technical documentation in their possession, as well as any other One Pump srl documents, without any right to compensation or indemnity.

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17. INTELLECTUAL PROPERTY

One Pump srl remains the exclusive owner of patents, designs, projects, and everything used for the realization of the products sold and/or supplied, and the Customer agrees not to disclose and/or hand them over to third parties and/or reproduce and/or use them.

In the case of products made at the specific request and using documentation provided by the Customer, One Pump srl assumes no responsibility for the infringement of third-party industrial property rights, for which the Customer will be solely responsible. The Customer agrees to indemnify and hold One Pump srl harmless from any claims made against it.

The Customer agrees not to use the documentation received from One Pump srl for purposes other than those provided for in the Contract, nor to disclose it to third parties, reproduce it, or license it without the explicit and prior written authorization of One Pump srl.

At One Pump srl's request, the Customer agrees to return the documentation received and any copies thereof, should such documentation no longer be necessary for the performance of the Supply.

18. CONFIDENTIALITY

Any documentation or information provided by One Pump srl to the Customer, whether commercial or technical in nature, including the terms and conditions of the Offer, drawings, designs, and price lists that are not published on the Company's website, is strictly confidential and proprietary. The Customer agrees not to disclose or communicate it to third parties, including subcontractors, nor to use it for purposes other than the conclusion and execution of the supply and/or sales contract, even after the relationship has ended, unless specifically authorized in writing by One Pump srl.

One Pump srl reserves the right to pursue legal action, including through judicial means, for any violation by the Customer of the duties of confidentiality.

19. PROCESSING OF PERSONAL DATA

The Customer authorizes the processing of personal data in compliance with the current privacy law, as well as in compliance with security and confidentiality obligations, to allow the Company to fulfill its contractual and legal obligations or, in any case, for administrative and accounting purposes.

The Customer acknowledges having read and understood the specific privacy notice published on the Company's website at www.onepump.it and agrees to its content, expressing consent to the processing of personal data.

20. APPLICABLE LAW – JURISDICTION

Any disputes between the Company and its Customers relating to the interpretation and/or application of these General Conditions and/or relating to individual sales and/or supplies governed by them will be subject exclusively to Italian law and to the jurisdiction of the Court of Bologna, with the Customer being precluded from referring the matter to any other judicial authority, even in the case of a warranty action or in the event of connected causes.

However, the Company reserves the right to bring legal action against the Customer before any other court that has jurisdiction and competence over the Customer.

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