General terms and conditions of sale

BREMBO S.P.A. GENERAL TERMS AND CONDITIONS OF SALE

                
1. General

The sale of BREMBO S.p.A. products (hereinafter the “Products”) shall be governed by the following General Terms and Conditions
of Sale (hereinafter the “Conditions”), which shall be deemed automatically accepted with the issuance of the order
by the Client. Such Conditions form part of the contractual relationship between BREMBO S.p.A. (hereinafter “BREMBO “) and
the Client. Any amendments to these Conditions shall be valid only after BREMBO has accepted them in writing as amending
these Conditions and forming an integral part thereof.

2. Conclusion of the agreement

The sale shall be deemed concluded upon BREMBO either confirming in writing the order issued by the Client or starting
the performance of such order. In this latter case the Conditions shall be deemed to be accepted by the Customer even in
the absence of an order.

3. Delivery and transfer of risk

3.1. The delivery term is calculated in business days and starts from the date of acceptance of the order by BREMBO,
provided that BREMBO has been supplied with the necessary data to duly perform the sale.

3.2. Except as otherwise agreed in writing by BREMBO and the Client, delivery of Products will be made ex works at
BREMBO ‘s warehouse. Accordingly, the risk and the danger connected with the Products will pass to the Client upon delivery of
such Products to either the carrier or the freighter. Except in the event of force majeure, delivery will be made in the term either
indicated in the order confirmation or established by the written agreement of the parties. No delay shall be deemed to constitute
a ground to either cancel the order or to claim damages or loss of profit. In addition, the Products may not be rejected for such
reason. BREMBO ‘s obligations shall, however, be subject to the availability of the necessary raw material.

4. Price

4.1. The sale price of the Products, including the delivery ex works at BREMBO ‘s warehouse, will be indicated in the
order confirmation. In the event such order confirmation does not make reference to the Products price, BREMBO ‘s price list
shall apply. In any event, the Products price is not inclusive of taxes, customs duties, freight and/or any other right.

4.2. In the event of variations of costs of raw material, labour and ancillary items, which may be inferred from market quotations,
BREMBO may amend the prices of the Products, even if a supply is under way.

5. Invoice and dispatch notice

An invoice will be issued once the goods are ready to be dispatched. The invoice shall be deemed to constitute a dispatch notice.

6. Payment and title retention

6.1. Except as otherwise provided for by the order confirmation, only full payments effected at BREMBO ‘s business
office and within 30 days from the date of issuance of the relevant invoice will be considered duly made. Payment shall be
effected within the aforesaid term even if delivery of Products is delayed due to transport reasons or to other circumstances
that are outside of BREMBO ‘s responsibility. In addition, except upon BREMBO ‘s written authorisation, the Client may not
withhold payment even if the supply of a residual part of the goods is still due.

6.2. In case of delayed payment, interest will accrue to BREMBO and shall be calculated pursuant to Legislative
Decree No. 231/2002 and/or its subsequent amendments.

6.3. In case of delayed payments, the buyer’s default, either total or partial, shall entitle BREMBO to forthwith
claim payment.

6.4. The Parties hereby agree that BREMBO will retain title to the Products sold and that title shall only pass to Client
upon his payment of the entire price due.

7. Guarantees, liabilities and complaints

7.1. Products

7.1.1. Quality and limits to the use of the Products
The Products are designed and manufactured in compliance with the highest quality standards and in accordance with the
specifications provided by the Manufacturer .The Products may be used exclusively for the purposes for which they have been
designed and manufactured. Thus, Brembo shall not have any liability whatsoever in connection with the use of the Products
in violation of the aforesaid limits and/or in connection with the normal wear and tear of such Products and/or problems
linked to comfort or the presence of noise, vibrations or harsh riding characteristics, nor shall any “Product liability” apply in
such cases. Any alteration of or tampering with the Products may endanger their safety and any guarantee given by BREMBO
in respect the Products will be terminated by such alteration or tampering.

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. The Products shall be submitted to periodical
maintenance. Detailed installation and maintenance instructions are set forth within the Products wrapping (hereinafter
the “Instructions”). Therefore, BREMBO shall not have any liability whatsoever in connection with Client’s failure to comply
with the Instructions and/or in connection with the inappropriate and/or incorrect installation of the Products on vehicles and/
or with the lack of and/or inappropriate maintenance of such Products, nor shall any “Product liability” apply in such cases.

7.1.3. Contractual Guarantee and Complaints
BREMBO guarantees that the Products are manufactured with high quality materials free from defects in materials and
workmanship and in accordance with the specifications provided by the Manufacturer . Should the Client, having received
the Products, notice either an apparent or a hidden defect, he shall communicate it in writing to BREMBO within 8 (eight) days
from the date of delivery of the Products or within a different term established by law. The Client, at his own expenses, shall
deliver the defective Products ex works BREMBO in accordance with the instructions given by BREMBO. Only in case a defect
has actually been ascertained by BREMBO ‘s quality control office, the defective parts of the product will be replaced. In any
event, BREMBO ‘s liability, as well as the liability of its agents and/or distributors and/or any other brokers shall not exceed
the sale price of the Products. The guarantee shall not apply in case the Products have not been installed and maintained in
accordance with the Instructions. BREMBO ‘s liability does not exceed the limits set forth in this paragraph and no further
guarantee, neither express nor implied, which may determine an extension of such liability, is hereby given. Except upon
BREMBO ‘s express written authorisation, none of its agents and/or distributors and/or other brokers are authorised to give
further guarantees other then those provided for in these Conditions. It should be observed that BREMBO guarantees the
materials produced by its suppliers within the limits of the guarantees given by such suppliers to BREMBO.

7.2. Racing Products

7.2.1. Guarantees
The sale of “racing” Products shall be governed exclusively by the provisions set out below, which will be specified in the
“racing Products Catalogue” in force at the time of acceptance of the order (hereinafter “Racing Catalogue”). The “racing”
Products are designed and manufactured to be used exclusively in competitions in accordance with the specifications provided
by the Manufacturer and, therefore, shall not be used on public roads. Thus, BREMBO shall not have any liability
whatsoever in connection with the use of the Products in violation of such limits and/or in connection with the normal wear
and tear and/or for problems linked to comfort or the presence of noise, vibrations or harsh riding characteristics of such
Products, nor shall any “Product liability” apply in such cases. Any alteration of or tampering with the “racing” Products
may endanger their safety and any guarantee given by BREMBO in respect of the Products will be terminated by any such
alteration or tampering.

7.2.2. Installation and maintenance
BREMBO ‘s “racing” Products shall be installed by highly qualified and competent professionals working in the “racing” field,
who have been specifically trained to operate such kind of products. The “racing” Products shall be submitted to periodical
maintenance. Detailed instructions for both installation and maintenance of such products are set forth in the Racing Catalogue.
Thus, BREMBO shall not have any liability whatsoever in connection with Client’s failure to comply with the instructions set forth
in the Racing Catalogue and/or in connection with their inappropriate and/or incorrect installation on vehicles and/or with the lack
of or incorrect maintenance of such Products, nor shall any “Product liability” apply in such cases.

7.2.3. Conditions of use
The Clients acknowledge and accept that due to the particular operative and environmental conditions under which the racing
Products operate during competitions, such Products may be subject to use under extreme conditions, which may exceed the
project limits and control as set by BREMBO. Thus, BREMBO shall not have any liability whatsoever in connection with the use
of the “racing” Products under extreme conditions during the competitions, nor shall
any “Product liability” apply in such case.

7.2.4. Limits to Contractual Guarantees and Complaints
BREMBO guarantees that the “racing” Products are manufactured with high quality materials, free from defects in materials
and workmanship and in accordance with in accordance with the specifications provided by the Manufacturer for “racing”
Products Should the Client, having received the “racing” Products, notice either an apparent or a hidden defect, he shall
communicate it in writing to Brembo within 8 (eight) days from the discovery of the faults, or within a different term established
by law. The Client shall, at his own expenses, deliver the defective Products ex works BREMBO in accordance with the
instructions given by BREMBO. Only in case a defect has actually been ascertained by BREMBO ‘s quality control office, the
defective parts of the “racing” Products will be replaced. In any event, BREMBO ‘s liability, as well as the liability of its agents
and/or distributors and/or any other brokers shall not exceed the sale price of the “racing” Products. The guarantee shall
not apply in case the “racing” Products have not been installed and maintained in accordance with the instructions given by
BREMBO. BREMBO ‘s liability shall not exceed the limits set forth in this paragraph and no further guarantee, neither express
nor implied, which may determine an extension of such liability, is hereby given. Except upon BREMBO ‘s express written
authorisation, none of its agents and/or distributors and/or other brokers are authorised to give further guarantees other than
those provided for in these Conditions.

8. Applicable law and Competent Court

The sale of the Products between BREMBO and the Client shall be governed by the laws of Italy. The Court of Bergamo shall
have exclusive jurisdiction for any disputes that may arise in connection with these Conditions.

        

 

 

Brembo S.p.A. | P.IVA 00222620163

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