GENERAL CONDITION OF SALE & WARRANTY

GENERAL TERMS AND CONDITIONS OF SALE

Art. 1 – Scope of Application These General Terms and Conditions govern all supply relationships between the parties. Even if specific derogations are agreed in writing, these Terms shall remain applicable to all provisions not expressly waived. Any general purchase conditions drafted by the Buyer shall not apply unless expressly accepted in writing by the Seller and, in any case, shall not invalidate the effectiveness of these General Terms and Conditions, with which they must be coordinated.

Art. 2 – Formation and Conclusion of the Contract The Buyer’s acceptance of the offer, or the commencement of any activity by ItalianRp s.r.l. upon receipt of the signed purchase order, entails acceptance of these General Terms and Conditions of Sale. Orders signed by the Buyer and delivered or transmitted to ItalianRp s.r.l. constitute an irrevocable purchase proposal by the Buyer. The contract is concluded upon written confirmation by ItalianRp s.r.l. of the order signed by the Buyer, or upon commencement of activities aimed at executing the same. Offers made by agents, representatives and/or commercial auxiliaries of the Seller are not binding on ItalianRp s.r.l. until confirmed by the Company, even tacitly.

Art. 3 – Technical Data and Supply Documentation Weights, dimensions, prices, yields, colors and other data relating to the products supplied and indicated in catalogs, price lists, circulars and/or other illustrative documents prepared and/or provided by ItalianRp s.r.l., as well as the characteristics of any samples, are merely indicative and not binding, except where expressly stated as such in the purchase order. ItalianRp s.r.l. reserves the right to modify the design details of its products at any time to improve performance, upon notification to the Buyer if such changes are substantial (e.g., affecting installation methods, interchangeability features, etc.). Sale offers in any case do not include the supply of manuals, training courses, start-up assistance or similar services, unless expressly included in the offer.

Art. 4 – Prices and Payments Product prices refer to the price list in force at the time of acceptance of the sales offer by the Buyer or the issuance of the order confirmation by ItalianRp s.r.l. ItalianRp s.r.l. reserves the right to modify its price list at any time, upon written notice to the Buyer, in the event of increases in the cost of raw materials, labor, or any other factor causing a significant increase in production costs. Prices are always understood EX WORKS (excluding transportation costs), unless otherwise agreed in writing. Payments must be made in accordance with the terms set out in the sales offer or order confirmation. All payments and any other amounts owed to ItalianRp s.r.l. must be made directly to its registered office. Payments made to agents, representatives or commercial auxiliaries of ItalianRp s.r.l. are not recognized and do not discharge the Buyer’s obligation until the amounts are received by ItalianRp s.r.l. Unless agreed otherwise, payments shall be made in Euros. Prices expressed in currencies other than the Euro may vary according to exchange rate fluctuations.

Any delay and/or irregularity in payments entitles ItalianRp to: a) suspend ongoing supplies, even if unrelated to the overdue payment; b) change payment and discount terms for future supplies, including requiring advance payment or additional guarantees; c) charge default interest on the outstanding amount from the due date, at the rate provided by law for commercial transactions (in particular Legislative Decree 231/2002 and subsequent amendments), without prejudice to the right to claim greater damages. In such cases, all amounts due become immediately payable. The Buyer remains liable for full payment even if objections, disputes or claims arise, which will be resolved only after payment. The Buyer waives any right to set off any credits it may have against ItalianRp s.r.l.

Art. 5 – Retention of Title Delivered products remain the property of ItalianRp s.r.l. until full payment of the agreed price. The Buyer may not sell or transfer the products until full settlement of the debt. Acceptance by ItalianRp s.r.l. of payment instruments (bills of exchange, drafts, etc.) is on a pro solvendo basis and subject to collection. Renewal of such instruments does not constitute novation of the reservation of title. In case of non‑payment, the Buyer acknowledges the unconditional right of ItalianRp s.r.l. to repossess the reserved goods without judicial intervention; any deposits already paid shall be retained by the Seller as compensation and/or advances on any greater damages.

Art. 6 – Delivery Unless otherwise agreed, delivery is EX WORKS and risk passes to the Buyer upon handing over the products to the carrier. Delivery times are purely indicative and computed in working days; ItalianRp s.r.l. shall not be liable for any damages arising from early or late, total or partial delivery. If the Buyer is not current with payments for other supplies, delivery times are suspended and ItalianRp s.r.l. may postpone deliveries until amounts due are paid. If, for reasons not attributable to ItalianRp s.r.l., the Buyer or its carrier fails to collect the products, ItalianRp s.r.l. may store them at the Buyer’s expense after notifying the Buyer.

Art. 7 – Justifiable Delays ItalianRp s.r.l. shall not be liable for failure to meet contractual obligations to the extent that such failure is due, directly or indirectly, to: a) causes beyond its control and/or force majeure; b) actions or omissions of the Buyer, including failure to provide necessary information or approvals; c) late payment by the Buyer; d) inability to obtain materials, components or services necessary for execution. In such cases, ItalianRp s.r.l. shall notify the Buyer of the delay and the new delivery date. If delays result from the Buyer’s actions or omissions or from work by other contractors, ItalianRp s.r.l. shall be entitled to an equitable price adjustment.

Art. 8 – Technical Standards and Liability ItalianRp s.r.l. products comply with Italian laws and technical standards; the Buyer is responsible for verifying any discrepancies between Italian regulations and those of the destination country, holding ItalianRp s.r.l. harmless. ItalianRp s.r.l. guarantees product performance only for uses, applications and tolerances expressly indicated by it.

Art. 9 – Patents ItalianRp s.r.l. agrees to indemnify and hold the Buyer harmless against any liability arising from third‑party claims of infringement of industrial property rights for products supplied by ItalianRp s.r.l. In case of such claims, the Buyer must promptly notify ItalianRp s.r.l. and provide all necessary information and assistance. This indemnity does not apply to products made to the Buyer’s designs, drawings, instructions and/or technical specifications, for which the Buyer alone is responsible.

Art. 10 – Warranty Given the nature of ItalianRp s.r.l.’s products intended solely for the racing market, they are sold without any implied warranty. ItalianRp s.r.l. shall not be liable for any direct or indirect damages, loss of profit, equipment damage, or replacement costs arising from the sale or installation of its products on vehicles. ItalianRp s.r.l. is not responsible for damage or malfunctions due to incorrect assembly or use in competitive contexts (e.g., racing) that impose stresses beyond standard conditions, except in cases of willful misconduct or gross negligence. ItalianRp s.r.l.’s sole obligation is to replace defective goods in materials or workmanship, subject to inspection by its technicians at its internal laboratories. The Buyer must ship the item at its own non‑reimbursable expense. This warranty is valid for twelve months from purchase and only applies to unused kits whose components have not been installed. It covers only the first purchaser and only the replacement of the defective item.

Art. 11 – Limitation of Liability ItalianRp s.r.l.’s liability, whether arising from performance or non‑performance of the contract, warranty, tort or strict liability, shall in no case exceed the value of the product to which the liability relates. In no event shall ItalianRp s.r.l. be liable for loss of profit, downtime, or any indirect or consequential damages, even during the warranty period or repair time.

Art. 12 – Confidentiality The Buyer agrees to treat information, data, drawings, know‑how and documentation received or learned from ItalianRp s.r.l. as confidential and to limit their use and access to purposes related to contract execution. Confidential information may not be reproduced without prior written consent of ItalianRp s.r.l., and all copies must be returned upon request. This obligation does not apply to information that: (i) is or becomes public without breach by the Buyer; (ii) was in the Buyer’s possession prior to receipt; (iii) was lawfully disclosed by a third party; or (iv) may be disclosed under written authorization from ItalianRp s.r.l.

Art. 13 – Miscellaneous Any assignment by the Buyer of rights or duties under the contract without prior written consent of ItalianRp s.r.l. is void. ItalianRp s.r.l. may assign its credits at any time upon notice to the Buyer. The invalidity or unenforceability of any clause shall not affect the remaining provisions. Any modifications to these Terms must be in writing. Tolerance of any breach shall not constitute waiver of rights.

Art. 14 – Registration Costs Any costs related to registration of this agreement or future addenda, and any consequential expenses, shall be borne exclusively by the Buyer.

Art. 15 – Governing Law and Jurisdiction These General Terms and Conditions and related supply contracts, even if concluded outside the official website of ItalianRp (www.italianrp.com) or by email exchange, shall be governed by Italian law, expressly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). For any dispute relating to or connected with the sale of ItalianRp products, notwithstanding the CISG, the parties submit to the exclusive jurisdiction of the Court of Catanzaro.

Pursuant to Articles 1341 et seq. of the Italian Civil Code, having read, understood and negotiated the text, the parties expressly approve the following clauses: Art. 4 (Prices and Payments); Art. 5 (Retention of Title); Art. 8 (Technical Standards and Liability); Art. 9 (Patents); Art. 10 (Warranty); Art. 11 (Limitation of Liability); Art. 15 (Jurisdiction).

ItalianRp s.r.l.

Document version (1.0.0)