General Terms and Conditions of Sale, Warranty and Services

Applicability

These general terms and conditions govern every contract for the supply of Products, spare parts, and technical services performed by AIR CONTROL SRL.

The category of supplies includes a specific type of goods manufactured based on technical specifications provided by the Customer (hereinafter referred to as “Dedicated Products”) for which particular provisions will apply where expressly provided in this document.

Orders

Only written Orders will be accepted. AIR CONTROL will send the related Order confirmation as soon as possible, correcting any anomalies or discrepancies and indicating the expected shipping date. In the case of particular Customer requirements and unavailability in stock of all the ordered material, partial deliveries may be made. The preparation date indicated in the Order confirmation by AIR CONTROL is for indicative purposes only and is not binding; therefore, it does not coincide with the actual delivery date of the Products.

Any requests by the Customer regarding changes and/or additions to the Order shall be valid only if accepted in writing by AIR CONTROL SRL.

Cancellation, Changes and Suspension of the Order by the Customer

The Order may not be canceled by the Customer for any reason. AIR CONTROL reserves the right, at its sole discretion, to evaluate any cancellation requests provided they are received in writing within 3 days of the conclusion of the Order. AIR CONTROL reserves the right to request reimbursement of expenses incurred and compensation for any damages suffered as a result of the cancellation.

The Order may not be modified by the Customer for any reason. However, AIR CONTROL reserves the right, at its sole discretion, to evaluate any modification requests received in writing after the conclusion of the Order. In such case, AIR CONTROL reserves the right to change, based on operational needs, the contractual terms of delivery and price, which will be communicated in writing by AIR CONTROL to the Customer and shall be deemed accepted unless expressly rejected in writing within three (3) working days of the communication of such modifications.

Cancellation, Changes and Suspension of the Order by Air Control

AIR CONTROL shall have the right to suspend the execution of the supply, even if already initiated, in the case provided for under Article 1461 of the Italian Civil Code (change in the financial conditions of the Customer), including the case where the Customer’s financial conditions were not known to AIR CONTROL at the time of the contract conclusion. In such cases, AIR CONTROL may condition the execution or completion of the supply upon full prior payment by the Customer, including cases where the Customer does not provide adequate guarantees of compliance with payment terms or if the Customer’s exposure towards AIR CONTROL exceeds the credit limit possibly granted by AIR CONTROL at its sole discretion.

The parties expressly acknowledge AIR CONTROL’s right to make aesthetic or structural modifications to the materials without affecting their essential characteristics; therefore, in such cases, the Customer may not object to such modifications nor renounce accepted Orders on such grounds.

Force Majeure, Accidental Events and/or Supply Difficulties

The execution of each Order is subject to the condition “subject to force majeure.” Force majeure shall mean any unforeseeable event, beyond the control of the affected Party, that makes it impossible to fulfill contractual obligations (e.g., war, riots, natural disasters, acts of authority, epidemics, pandemics, accidents, embargoes, etc.). In the event of force majeure, the Parties shall not be held liable for the total or partial non-performance or delay of their obligations, excluding payment obligations.

The suspension of performance shall be limited to the duration of the event, and the Parties undertake to minimize its effects.

The affected Party must promptly inform the other Party by e-mail with a read receipt, PEC, or registered mail with return receipt. Should the event last longer than three (3) months, either Party may withdraw from the contract pursuant to Article 1672 of the Italian Civil Code, with the obligation for the Customer to pay for the activities already performed.

The Customer acknowledges that AIR CONTROL shall not be liable for delays or non-performance due to accidental events or supply difficulties that render the supply impossible or excessively burdensome.

Price and Payment Terms

The sales prices are those indicated in the AIR CONTROL price lists in effect at the date of the Order, unless otherwise stated in the Order itself. Prices are exclusive of VAT and include standard packaging. Any special packaging requested by the Customer shall be borne exclusively by the Customer, unless otherwise agreed in writing, and shall be invoiced separately.

The price, payment methods, and invoicing terms are defined in the Order. The Customer undertakes to pay the amounts due within the terms and under the methods provided, by bank transfer to AIR CONTROL, unless otherwise instructed in writing by the latter.

In case of delayed payments, AIR CONTROL shall be entitled to default interest pursuant to Legislative Decree no. 231 of October 9, 2002, in addition to compensation for collection costs and without prejudice to the right to compensation for further damages.

Failure to pay, in whole or in part, within the agreed terms entitles AIR CONTROL to immediately suspend the execution of the Order and/or the Supply, as well as to terminate the contract, pursuant to law, without prior notice.

Shipping and Packaging

Shipments of material will be carried out in cardboard boxes, carriage paid, with charges invoiced. For further information, please contact the AIR CONTROL SRL Commercial Department. The material travels at the risk of the Customer. Any special packaging requested directly by the Customer shall be invoiced separately.

The transport of “non-standard” materials is subject to deferred quotations not attributable to the normal transport costs applied under STANDARD agreements and conditions.

Checking the Supply and Reporting Non-Conformities

Upon delivery or collection, the Customer is required to check the packaging and the Materials, reporting any damage or defects by means of a specific written reservation to be noted on the transport document. General reservations such as “subject to inspection” or similar shall not be valid; the specific problem encountered must be explicitly indicated (e.g.: reservation for damaged packaging; reservation for tampered packaging), otherwise AIR CONTROL will not acknowledge liability.

Without prejudice to the warranty for hidden defects, any claims regarding quantity, type, or nature of the materials not detectable at the time of delivery must be communicated within 8 (eight) days of receipt, using the specific form available to the Customer on the AIR CONTROL website, duly completed in all its parts. Otherwise, claims will not be accepted.

Such claims shall not suspend or delay the Customer’s payment obligations in any way.

Unless explicitly requested by the Customer within 48 hours of the Order confirmation, orders with different delivery dates will be shipped in a single solution on the latest date.

Failure to comply with the verification, communication, and completion obligations set forth in this section shall result in the loss of warranty rights.

Returns for Incorrect Orders

Unless otherwise agreed in writing, the return of purchased Products is not permitted, not even in the case of incorrect Orders.

The Customer may, however, request the return, in whole or in part, of Materials not affected by defects or faults, using the specific form available to the Customer on the AIR CONTROL website, duly completed in all its parts.

AIR CONTROL reserves the right to authorize the return at its sole discretion, subject to written confirmation.

The return, if authorized by AIR CONTROL, will be carried out exclusively under the following conditions:

• Transport costs are entirely borne by the Customer;
• For returns exceeding Euro 100.00 (net return value): handling charge equal to 30% of the net value of the returned Product;
• For returns equal to or less than Euro 100.00 (net return value): fixed handling charge of Euro 40.00;
• For acceptance of a return, the sending of a new Order of a net value equal to that of the returned Products may be agreed, generally with a 1 to 3 ratio (return €100, new Order €300);
• Returns will not be accepted, unless otherwise agreed with the commercial management, from Customers who were granted extra discounts for obsolete material management;
• Products will only be accepted if intact, packed with suitable material so as not to damage or render unusable what is returned;
• Products must be accompanied by the related delivery note (D.D.T.) with the reason “return for incorrect Order,” with specific indication of all purchase references (invoice number and date).

In any case, no returns will be accepted beyond the calendar year from the date of issue of the original delivery note. No returns are allowed for Configured Products, i.e., all Products ordered, manufactured, or configured by AIR CONTROL at the specific request of the Customer, who, by accepting and confirming the offer from AIR CONTROL, has assumed responsibility for verifying the suitability and appropriateness of the proposed materials.

By way of summary, the families of Products falling into these categories include:

• PRODUCTS MANUFACTURED IN PAL NON-STANDARD
• MICRO-PERFORATED DUCTS AND ACCESSORIES
• SPIRO DUCTS AND ACCESSORIES
• NON-STANDARD VMC ACCESSORIES (TERMINALS AND GRILLES, EPP PIPES, D90, CORRUGATED PIPES AND ACCESSORIES, OVAL CORRUGATED PIPES AND ACCESSORIES, INSULATING SLEEVES, FLOW REGULATORS, ROUND/FLAT DIFFUSERS)
• TERMINALS, GRILLES, AND DIFFUSERS NOT IN STOCK MANUFACTURED UPON SPECIFIC REQUEST (NON-STANDARD SIZES)
• TERMINALS, GRILLES, AND DIFFUSERS NOT IN STOCK MANUFACTURED UPON SPECIFIC REQUEST (MODELS BQF, BQSFM, GMA, GMA60, GTA, GA1, GRI50, GCP, GRP, SC, CT, DU, DUC, DLN, DCA, DEE, DCG)
• DAMPERS FOR REGULATION AND CALIBRATION (EXCLUDING KOOLNOVA)
• SILENCERS
• FIRE DAMPERS
• VMC UNITS WITH REFRIGERATION CIRCUIT
• COOLING AND HEATING COILS

Returns for Defective Materials Under Warranty

AIR CONTROL warrants to the Customer that the Products sold are compliant with EU regulations and free from material and/ or workmanship defects for a period of 24 months from the delivery date indicated on the delivery note (D.D.T.).

The warranty applies exclusively to defects attributable to the Supplier and shall in no case cover defects caused by:

• improper transport and/or storage;
• modification of the Product;
• negligent or improper use of the Product and, in any case, not in accordance with the instructions and/or installation, use, and maintenance manuals, where applicable;
• failure to comply with the Product’s technical specifications during use or maintenance;
• repairs or modifications made by the Customer or third parties without the prior written authorization of the Supplier;
• anomalies caused by and/or related to parts assembled/added directly by the Customer;
• inadequate or missing maintenance;
• anything not attributable to original material or production defects.

The parties acknowledge that, with regard to Products equipped with technical data sheets, such Products shall not be deemed defective if their characteristics fall within a tolerance of +/- 10% of the values indicated therein.

The warranty does not cover Product parts subject to particular wear, including but not limited to: batteries, bearings of recovery unit motors, sealing o-rings, filters of any type, etc.

The warranty on Products sold is subject to the regular reporting of defects by the Customer through the complete filling out of the warranty return request form, available to the Customer on the AIR CONTROL website, which must be authorized by AIR CONTROL in order to receive instructions on how to proceed.

If warranty conditions are met, AIR CONTROL may replace or repair the supplied Product at its own expense (including transport costs up to the Customer’s premises), or alternatively reimburse the Customer the price of the Product through the issuance of a credit note.

If it has been agreed that the Customer must return the goods in advance to AIR CONTROL’s premises, and such goods prove to be defective and returned correctly, AIR CONTROL will deliver or ship the replacement material under warranty with the formula “replacement account.”

Conversely, in the case of an agreement between the parties for the warranty replacement of material not yet received or verified at AIR CONTROL’s premises, the new supply will be shipped with a regular delivery note (D.D.T.) and related invoice. The defective material must be returned to AIR CONTROL within 15 (fifteen) days from the date of the above-mentioned D.D.T.

Only in this case, and after verifying the actual defectiveness and integrity of the returned material, will a credit note be issued for the full amount of the already issued invoice. The collection of defective material will be borne by AIR CONTROL, upon prior notification by the Customer of the availability of the goods for collection.

If the material is not returned within 15 days, the return will no longer be accepted and the related invoice must be duly paid, according to the normal sales conditions in force.

It is reminded that before returning the material, authorization must always be obtained from AIR CONTROL, which will be granted following completion of the specific form available to the Customer on the AIR CONTROL website.

Within 15 days from our notice of technical-economic proposal, in case of no communication, the product(s) to be repaired and/ or replaced will be scrapped with related disposal costs charged.

Pricing for Products with Special Dimensions

For special dimensions, the price of the next higher standard size will be applied and no returns will be accepted in any case.

Please consult AIR CONTROL Commercial Department for delivery times and availability.

Settlement of Disputes

Any disputes, of any kind or nature, directly or indirectly arising from the sale of materials, products, or services by AIR CONTROL, shall be governed by Italian law and the competent court shall be Milan (Italy).

The Customer declares acceptance of all the conditions set out herein by signing the Order.