General Terms

October 2026

1. INTRODUCTION

These General Terms and Conditions of Sale (the “T&C”) apply to the sale and supply of Products and Seller Software and, where applicable, the provision of Services by COROB S.p.A. or any of its Affiliated Companies. They form an integral part of each Contract entered into by the Seller, unless otherwise expressly agreed in writing in the relevant Contract.

2. DEFINITIONS

In these General Terms and Conditions the following terms shall have the meanings hereunder assigned to them:

• Affiliated companies: (i) any company directly or indirectly controlled by COROB S.p.A.; and (ii) any other company belonging to the same group of companies as COROB S.p.A. that sells or supplies Products manufactured by COROB S.p.A. or by any company directly or indirectly controlled by COROB S.p.A., or provides Services in relation to such Products, in each case to the extent that such company enters into a Contract for the sale or supply of such Products and/or the provision of such Services under these T&C.
• Binding offer: the offer submitted by the Seller and accepted in writing by the Buyer through the issuance of a purchase order consistent with its terms or by any other written means expressly accepted by the Seller.
• Buyer: the person or legal entity purchasing the Products, Seller Software and/or Services from the Seller, including any person on whose behalf it acts and its permitted successors and assigns.
• Contract: the agreement between the Seller and the Buyer, consisting only of the documents expressly incorporated into it, which may include the Seller’s Binding Offer, order confirmation, these T&C, the agreed technical specifications and any other document expressly accepted in writing by the Seller. Any terms contained in the Buyer’s purchase order or other documents are excluded unless expressly accepted in writing by the Seller. In the event of conflict, the order of precedence set out in Article 27 shall apply.
• Party/Parties: either Buyer or Seller, or both together, depending upon the context.
• Product: any machinery, system, component, spare part, equipment, material, documentation, hardware or other item expressly agreed to be supplied by the Seller under the Contract.
• Seller: COROB S.p.A. or the Affiliated Company identified in the Contract, including the Binding Offer, as the entity supplying the Products, Seller Software and/or Services, including its permitted successors and assigns.
• Seller software: any software owned or developed by the Seller and expressly identified in the Contract as being subject to the Seller’s software licensing terms. Seller Software excludes any third-party software, whether supplied, distributed, resold, embedded in or made available with a Product by the Seller, which shall remain subject exclusively to the applicable third-party licensor’s terms and conditions.
• Site acceptance test: any acceptance test expressly agreed in the Contract to be performed at the Site in accordance with the acceptance criteria specified in the Contract.
• Installation report: the installation or service report used by the Seller to record completion of the installation Services.
• Services: any installation, commissioning, Start-Up assistance, testing, training, maintenance or other services expressly agreed to be performed by the Seller under the Contract.
• Site: the place where the Product is to be installed or the Services are to be performed, including as much of the surrounding area as is necessary for unloading, storage, internal transport and performance of the relevant activities.
• Start-up: the earlier of: (i) the date on which the Product first produces saleable output; or (ii) the date on which the Product first becomes capable of operating in accordance with the Contract.
• Technical specification freeze: the date agreed in writing by the Parties after which no new requirement, specification or feature may be added to or changed in the technical specifications of the Product without the Seller’s written approval.
• Warranty period: the warranty period applicable to the Product under Article 16 or as otherwise expressly specified in the Contract.

3. SUBJECT OF THE CONTRACT

These T&C apply to all Contracts entered into, in Italy or abroad, by COROB S.p.A., with registered office at Via dell’Agricoltura 103, San Felice sul Panaro (MO), Italy, or by any of its Affiliated Companies.
The Affiliated Company entering into the relevant Contract shall be the sole Seller and the sole entity responsible for its performance.

4. CONTRACT FORMATION

The Contract shall be deemed concluded when the Buyer accepts the Binding Offer by issuing a purchase order consistent with its terms, unless the Binding Offer expressly provides otherwise.
The Seller may issue an order confirmation for administrative or operational purposes; unless expressly stated in the Binding Offer, such order confirmation shall not be a condition for the conclusion of the Contract.
Any terms contained in the Buyer’s purchase order that are additional to or inconsistent with the Binding Offer shall not apply unless expressly accepted in writing by the Seller.
Any cancellation or modification requested by the Buyer shall be effective only if accepted in writing by the Seller. The consequences of any accepted cancellation shall be governed by Article 24.

5. SUPPLY

The supply includes only the Products, Seller Software and/or Services expressly specified in the Contract. Any technical detail relating to the agreed scope of supply that is not expressly defined in the Contract shall be determined by the Seller in accordance with its standards and good industry practice.
The Seller may replace or modify components, materials or technical solutions with equivalent or improved alternatives, provided that such changes do not materially reduce the agreed functionality, performance or safety of the Product. Such changes, as well as minor deviations in dimensions, weight, color, appearance or other technical particulars, shall not constitute a non-conformity or entitle the Buyer to reject the Product or claim any remedy, provided that they do not materially affect its agreed functionality, performance or safety.
The Parties shall agree in writing on the date of the Technical Specification Freeze. Any change to the agreed specifications requested by the Buyer after the Technical Specification Freeze, including changes to the layout, distances, product or consumable data, or safety requirements, shall be subject to the Seller’s prior written acceptance.
The Seller shall be entitled to assess the impact of any accepted change on the price, technical specifications and delivery schedule and to adjust them accordingly.

6. PRICES

Unless otherwise agreed in writing, prices are quoted Ex Works (EXW – Incoterms® 2020) at the COROB manufacturing facility specified in the Binding Offer or order confirmation, being, as applicable:

• San Felice s/P (MO), Italy;
• Nandigram, India;

Unless otherwise stated in the Binding Offer, prices quoted by the Seller shall remain valid for 60 (sixty) days. All prices are stated in euros, unless otherwise indicated, and are subject to Article 7.

7. DUTIES AND TAXES

Unless otherwise expressly stated in the Binding Offer, the prices are exclusive of all applicable taxes, including VAT, sales, use, excise or similar taxes, customs duties, import or export charges, legalization fees, local duties and any other governmental charges or costs arising from the transaction. All such amounts shall be borne and paid by the Buyer.

8. TERMS OF PAYMENT

Payment shall be due in full upon placement of the purchase order. The Seller, acting through its authorized representatives, may agree in writing to alternative payment terms, including an initial down payment and subsequent installments payable upon achievement of agreed supply milestones or other deferred payment arrangements. The amount or percentage of each payment, the applicable due date and any condition triggering payment shall be as specified in the Binding Offer or otherwise expressly agreed in the Contract.
The payment method shall be specified in the Binding Offer. Where payment by letter of credit is required, the letter of credit shall be irrevocable, issued in the Seller’s favor before shipment and, if required by the Binding Offer, confirmed by a bank acceptable to the Seller.
All payments shall be made in full, without set-off, counterclaim, deduction or withholding, except where required by mandatory law.
Any objection to an invoice shall be notified in writing within 14 days from the invoice date, failing which the invoice shall be deemed accepted, without prejudice to any rights that cannot be waived under applicable law.
All overdue amounts shall bear interest at the rate of 1.5% per month or, if lower, the maximum rate permitted by applicable law, accruing from the due date until payment is received in full, without prejudice to any other remedy available to the Seller.
Payment shall be made to the Seller by bank transfer to the account details specified in the invoice or otherwise communicated in writing by the Seller. The Seller shall bear no liability for payments made to bank accounts other than those expressly confirmed in writing by an authorized representative of the Seller.

9. DELIVERY

The applicable delivery term shall be the Incoterms® 2020 rule specified in the Contract, the Binding Offer or the order confirmation. If no delivery term is specified, Ex Works (EXW – Incoterms® 2020) at the COROB manufacturing facility identified in accordance with Article 6 shall apply.
Delivery date(s) shall be specified in the Contract, the Binding Offer or the order confirmation and shall be deemed estimated and non-essential. Unless otherwise expressly agreed in writing, any delay in delivery shall not entitle the Buyer to any penalties, liquidated damages or termination of the Contract.
Should the Buyer fail to provide all technical data essential to the completion of the order and the Technical Specification Freeze, the delivery date shall be adjusted accordingly.
The Seller may make partial deliveries and perform the Contract in stages and may invoice each delivery or stage separately.
The estimated delivery date shall be adjusted in the event of total or partial impediments to production resulting from a Force Majeure Event within the meaning of Article 20 or other circumstances beyond the Seller’s reasonable control.
If the Seller defers shipment at the Buyer’s request, the Buyer shall indemnify the Seller against all additional costs incurred by the Seller thereby, such as demurrage, handling, storage, and insurance.
Transfer to storage at the Buyer’s request or upon the Buyer’s delay shall be considered shipment for all purposes, including invoicing and payment. The Buyer shall bear risk of loss or damage during storage.

10. PRODUCT REGULATORY COMPLIANCE

The Product and Seller Software shall comply with the mandatory product laws and regulations expressly identified in the Binding Offer as applicable at the time of sale, having regard to the intended use communicated in writing by the Buyer and accepted by the Seller. The certifications, declarations of conformity, markings and technical standards applicable shall be exclusively those specified in the Binding Offer or in the relevant technical documentation supplied by the Seller.
The Buyer shall provide the Seller, before the Technical Specification Freeze, with complete and accurate information concerning the country, Site and specific area in which the Product will be installed or first placed on the market, their intended use and any applicable local regulatory, certification, environmental or hazardous-area classification requirements, including the information required under Article 15 (Classification of Hazardous Areas – Zoning).
Any additional or modified requirement notified thereafter shall be subject to the Seller’s prior written acceptance and may result in adjustments to the price, technical specifications and delivery schedule.
If the Buyer fails to provide such information, or if the country, Site, installation area, intended use, applicable zoning classification or other relevant conditions are subsequently changed, including as a result of the relocation, resale or transfer of the Products, the Buyer shall be solely responsible for verifying and ensuring the Products’ continued compliance and for obtaining any required adaptations, certifications, registrations, permits or approvals, at its own cost. The Seller shall have no liability arising from any such omission, change or relocation unless it has expressly accepted the relevant requirements in writing. The Buyer shall not alter the Products, their markings or their intended use in any manner that may affect their regulatory compliance.

11. PREPARATORY WORK – INSTALLATION AND SITE ACCEPTANCE TEST

This Article shall apply only where the Seller’s Binding Offer expressly includes either (i) a Site Acceptance Test or (ii) Services to be performed at the Site. The Binding Offer shall specify the scope of the relevant activities and the respective responsibilities of the Seller and the Buyer.
The Buyer shall, at its own cost and in due time, complete the preparatory work assigned to it and obtain all permits and approvals required for the Site Acceptance Test or Services to be performed at the Site. Each Party shall remain responsible for its own personnel and activities, and any supervision by the Seller of work performed by the Buyer or its contractors shall not transfer such responsibility to the Seller.
Where the Binding Offer includes Services to be performed at the Site and/or a Site Acceptance Test, whether or not the relevant Product is supplied by the Seller, the Buyer shall make the Site and any product, equipment or materials required for the performance of such activities available in accordance with the agreed schedule and technical specifications.
The Seller’s installation Services shall be deemed completed upon the earliest of: (i) signature by the Buyer of the relevant Installation Report; (ii) use of the Product for production; or (iii) seven days after the Seller notifies the Buyer that the installation Services have been completed, unless, within that period, the Buyer notifies the Seller in writing of a material non-conformity in the installation preventing the agreed operation of the Product.
Where a Site Acceptance Test is included in the Binding Offer, the Product shall be deemed to have successfully completed the Site Acceptance Test upon the earliest of: (i) successful completion of the test in accordance with the agreed acceptance criteria; (ii) use of the Product for production; or (iii) seven days after completion of the Site Acceptance Test, unless, within that period, the Buyer notifies the Seller in writing of a material non-conformity preventing the Product from meeting the agreed acceptance criteria.
All additional costs incurred by the Seller due to any delay, omission or failure attributable to the Buyer, including travel, accommodation, waiting time, storage and rescheduling costs, shall be borne by the Buyer. Upon completion of the activities allocated to the Seller in the Binding Offer, the Seller shall be deemed to have fulfilled its related performance obligations, without prejudice to Articles 16 and 17. No Services or Site Acceptance Test shall be included in the price unless expressly specified in the Binding Offer.

12. TRANSFER OF RISK

Risk of loss of or damage to the Product shall pass to the Buyer in accordance with the applicable Incoterms® 2020 rule specified in the Contract or, if none is specified, Ex Works (EXW – Incoterms® 2020) under Article 9. Any Services or Site Acceptance Test performed after delivery shall not affect the transfer of risk.

13. TRANSFER OF TITLE

Title to the Product shall pass to the Buyer when risk passes under Article 12, unless otherwise specified in the Contract. Where retention of title until full payment is expressly provided for in the Contract, title shall remain with the Seller until all amounts due for the Product have been paid in full, without affecting the transfer of risk. Any Services or Site Acceptance Test performed after delivery shall not affect the transfer of title.
Title to Seller Software shall remain with the Seller and its use shall be governed by Article 14 and any applicable software licensing terms expressly incorporated into the Contract.

14. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

All technical, commercial and proprietary information disclosed or made available by the Seller in connection with the Contract, including without limitation know-how, drawings, specifications, documentation, designs, data, processes and other proprietary materials (the “Confidential Information”), shall remain the exclusive property of the Seller.
The Buyer shall keep the Confidential Information confidential and shall use it solely to install, operate, maintain and service the Product for its intended purpose. The Buyer may disclose Confidential Information only to those employees, contractors and professional advisers who need to know such information for such purpose and who are bound by appropriate confidentiality obligations.
These obligations shall not apply to information which the Buyer can demonstrate: (i) is publicly available other than through a breach of this Contract; (ii) was lawfully known to the Buyer before disclosure by the Seller; (iii) was lawfully received from a third party without restriction; or (iv) must be disclosed pursuant to applicable law or an order of a competent authority.
All intellectual property rights owned by the Seller or, other than rights in third-party software, validly licensed to the Seller in and to the Product, the Seller Software, the Confidential Information and any related documentation or materials supplied by the Seller shall remain vested in the Seller or its licensors, as applicable.
For the avoidance of doubt, this Article does not grant or govern any rights in third-party software, which shall remain subject exclusively to the applicable third-party licensor’s terms and conditions.
Except for the limited right to use the Product for its intended purpose and the Seller Software license expressly granted below, no intellectual property right, title or license is transferred or granted to the Buyer.
The Buyer shall not copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive the composition, design, source code, manufacturing methods or underlying ideas of the Product, the Seller Software or related documentation, except to the extent such restriction is prohibited by mandatory law.
The Buyer shall not remove, alter or obscure any trademark, trade name, copyright notice, serial number or other proprietary marking applied by the Seller.
Subject to compliance with the Contract and any applicable software licensing terms expressly incorporated into it, the Seller grants the Buyer a limited, non-exclusive, non-transferable and non-sublicensable license to use the Seller Software solely in object-code form, solely in connection with the Product for which it is supplied and solely for the Buyer’s internal business purposes.
The Buyer shall not distribute, transfer, sublicense, lease, make available or otherwise permit any third party to use the Seller Software without the Seller’s prior written consent.

15. CLASSIFICATION OF HAZARDOUS AREAS (ZONING)

In accordance with Article 10, the Buyer shall, at its own cost and responsibility and before the Technical Specification Freeze, provide the Seller with a complete and accurate hazardous-area classification report for the Site, including all information concerning any hazardous substances, products or processes relevant to the design and development of the Product.
The Seller shall design and develop the Product on the basis of the information and classification supplied by the Buyer and expressly accepted by the Seller.
If the Buyer fails to provide such report or information, the Seller shall be entitled to assume, for design purposes, that the relevant installation areas are non-hazardous.
The Buyer shall be solely responsible for any omission, inaccuracy or subsequent change in the information or classification provided.
The Seller shall not be liable for any loss or damage arising from any modification to the Product or its original installation not carried out or expressly approved in writing by the Seller.

16. WARRANTY

The Seller warrants that the Product shall be free from defects in design, materials and workmanship under normal and proper use, maintenance, service and handling for 12 (twelve) months from Start-Up, but in no event for more than 18 (eighteen) months from the date of dispatch by the Seller.
In order for the Warranty Period to commence on the date of Start-Up of the Product, the Buyer shall complete, or ensure completion of, the applicable warranty registration form included in the Product packaging.
If the form is not duly completed, the Warranty Period shall commence on the date on which the Product is dispatched by the Seller.
A Warranty Period different from that set out above, or the exclusion of any warranty, shall apply only if expressly specified in the Contract.
Third-party equipment, components and software shall be covered only by the warranties, if any, provided by the relevant manufacturer or licensor and transferable to the Buyer.
To the fullest extent permitted by applicable law, the Seller makes no separate warranty with respect to such items.
The warranty covers the supply, free of charge and Ex Works (Incoterms® 2020), of spare parts to replace defective parts, provided that the Seller confirms that the relevant parts are defective.
The warranty period for any replacement part shall be limited to the remaining portion of the Warranty Period applicable to the Product in which it is installed.
At the Seller’s request, any defective or damaged part replaced under the warranty shall become the property of the Seller and shall be returned at the Buyer’s expense.

The warranty shall not apply, and the Seller shall not be liable, for:
(i) consumables or parts having a life expectancy shorter than the Warranty Period;
(ii) ordinary wear and tear;
(iii) defects, damage, losses or costs resulting from improper or incomplete use, handling, storage, operation or maintenance; failure to comply with the Seller’s manuals or instructions; or incorrect installation not performed or approved by the Seller;
(iv) modifications to the Product made by the Buyer or any third party without the Seller’s prior written consent; or
(v) any other acts or omissions, including, without limitation, repairs, of the Buyer or third parties.

If the Buyer requests on-site repair or other assistance in connection with the Product, travel, accommodation and labor costs shall be charged to the Buyer in accordance with the Seller’s applicable service rates. The Seller shall perform the Services with reasonable skill and care in accordance with generally accepted industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE CONTRACT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER MAKES NO OTHER REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, SELLER SOFTWARE OR SERVICES. THE SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR DURABILITY, AND ANY WARRANTY OR CONDITION ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

17. SELLER SOFTWARE WARRANTY

The Seller warrants that, for a period of 90 (ninety) days from the date on which the Seller Software is delivered, made available or activated, as applicable, the Seller Software will perform substantially in accordance with the functional specifications expressly set forth in the Contract or the applicable documentation. The Seller does not warrant that the operation of the Seller Software will be uninterrupted or error-free or that all errors will be corrected.
If the Seller Software fails to conform to the foregoing warranty during the applicable warranty period, the Seller shall, at its option and as the Buyer’s exclusive remedy, use commercially reasonable efforts to correct the non-conformity, provide a workaround or replace the affected Seller Software, provided that the Seller Software is installed and used on hardware and with systems supplied or approved by the Seller and in accordance with the Seller’s instructions.
The foregoing warranty shall not apply to any failure resulting from:

(i) any modification, integration or update not performed or expressly approved by the Seller;
(ii) use of the Seller Software with hardware, operating systems, ERP systems, antivirus software or other third-party software not supplied or approved by the Seller;
(iii) improper installation, use or maintenance; or
(iv) any failure by the Buyer to install updates or corrections made available by the Seller.

The warranty exclusions and disclaimers set forth in Article 16, and the exclusions and limitations of liability set forth in Article 19, shall apply to Seller Software to the extent applicable.

18. INDEMNIFICATION AND HOLD HARMLESS

Subject to Article 19, each Party shall indemnify and hold harmless the other Party and its directors, officers, employees and agents from third-party claims for death, personal injury or damage to tangible property, but only to the extent directly caused by the indemnifying Party’s negligent act or omission, willful misconduct or breach of the Contract. The indemnified Party shall promptly notify the indemnifying Party of the claim and provide reasonable cooperation.
The indemnifying Party may assume control of the defense and settlement of the claim and appoint legal counsel reasonably acceptable to the indemnified Party. However, it may not settle any claim in a manner that admits liability on behalf of, or imposes any payment or other obligation on, the indemnified Party without its prior written consent, which shall not be unreasonably withheld or delayed.

19. LIMITATIONS OF LIABILITY

To the fullest extent permitted by applicable law and notwithstanding anything to the contrary in the Contract, the Seller shall be liable only for direct damages suffered by the Buyer and only to the extent directly caused by the Seller’s negligent act or omission or breach of the Contract. In no event shall the Seller be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, costs or losses whatsoever, including, without limitation:

• loss of revenue, profit, use or production;
• downtime or plant shut-downs;
• losses or costs relating to raw materials, energy, utilities, labor or capital; or
• claims made by the Buyer’s customers.

whether based on breach of contract or warranty, contract termination, negligence, tort, strict liability, indemnity, at law or in equity, or otherwise.
The foregoing exclusions shall apply regardless of the legal or equitable basis of the claim, including breach of contract, breach of warranty, termination, negligence, tort, strict liability or indemnity.
The Seller’s total aggregate liability arising out of or in connection with the Contract, including under Article 18, shall in no event exceed an amount equal to 10% of the net price, exclusive of taxes, duties, freight and other ancillary charges, paid or payable to the Seller under the Contract for the specific Product, Seller Software or portion of the Services that directly gave rise to the claim.
This cap shall apply cumulatively to all claims arising out of or relating to the same Contract and shall not apply separately to each claim, event or legal basis.
The foregoing exclusions and limitations shall not apply to liability arising from the Seller’s willful misconduct or gross negligence, or to any liability that cannot be excluded or limited under applicable law.

20. FORCE MAJEURE

Neither Party shall be liable for any delay or failure to perform its obligations under the Contract, other than payment obligations already due, to the extent caused by an event beyond its reasonable control that could not reasonably have been foreseen, avoided or overcome (a “Force Majeure Event”).
Force Majeure Events include, without limitation, war, terrorism, civil unrest, sanctions, embargoes, governmental measures, epidemics, natural disasters, fire, explosion, cyber incidents, major disruptions to transport, telecommunications, information systems or energy supply, shortages of raw materials or components, supply-chain disruptions, general strikes or lockouts, and failures of suppliers or subcontractors resulting from any such event.
The affected Party shall notify the other Party as soon as reasonably practicable, take reasonable measures to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably possible.
The obligations affected by the Force Majeure Event shall be suspended for its duration, and the relevant time for performance shall be extended accordingly.
If the Force Majeure Event continues for more than 120 (one hundred and twenty) days and substantially affects the performance of the Contract, either Party may terminate the affected part of the Contract by written notice.
Such termination shall be without liability, except that the Buyer shall pay the Seller for Products completed, Services performed and reasonable non-cancellable costs and commitments incurred before termination.

21. TERMS AND FORMALITIES FOR CLAIMS AND VULNERABILITY REPORTING

A claim for mechanical or operational defects shall be made promptly and, in any event, within 8 (eight) days after the defect is discovered or should reasonably have been discovered by the Buyer, in order to avoid any further damage to the Product.
Where the Seller is responsible, under the applicable Incoterms® 2020 rule, for arranging carriage of the Product to the agreed destination, in case of damage, shortage, tampering, mishandling or any other irregularity affecting the packaging or the Product at the time of delivery, the Buyer shall, before accepting the shipment, carefully inspect the external condition of the packaging and of the Product, to the extent reasonably possible, and shall ensure that any such damage is clearly noted and described on the proof of delivery, delivery note, transport document or equivalent carrier document. The Buyer shall sign such document only with express reservation, specifying the nature and extent of the damage or irregularity detected.
The Buyer shall keep the original packaging of the Product, including pallets, crates, boxes, protective materials and any other transport packaging, until the claim has been fully assessed by the Seller and/or by the carrier or insurer. The Buyer shall promptly, and in any event within two days after delivery, provide the Seller with clear photographic evidence of the original packaging, the shipping labels, the transport documents and the damage or irregularity affecting the Product.
Failure by the Buyer to comply with the above inspection, reservation, documentation and preservation requirements may prevent or materially prejudice the Seller’s ability to assess the claim and/or pursue recovery against the carrier or insurer and may result in the rejection of the claim, to the extent permitted by applicable law.
All claims shall be submitted by opening a ticket on COROB’s CARE360 platform: https://care360.corob.com/ww/ticket/. In case of temporary disruption or malfunction of the CARE360 platform, the Buyer may send an email to technicalsupport@corob.com or contact the nearest COROB authorized service provider by email with delivery receipt.
Potential cybersecurity vulnerabilities affecting Products with digital elements or the Seller Software may be reported through the dedicated vulnerability reporting channel made available on the Seller’s website https://www.corob.com/psirt/. Such reports shall be handled separately from ordinary warranty or technical claims and in accordance with the Seller’s applicable vulnerability handling process.

22. EXPORT CONTROL COMPLIANCE

The Buyer shall comply with all export control, economic sanctions and trade laws and regulations applicable to the Contract. The Buyer shall not, directly or indirectly, export, re-export, sell, transfer or otherwise make available any Product or Seller Software; provide any Services to or for the benefit of a restricted party, in a prohibited jurisdiction or in connection with a prohibited end use; or engage in any transaction intended to circumvent such laws, including through diversion via third countries or intermediaries.
The Buyer represents that, as of the date of the Contract, it is not a restricted party and, to its knowledge, is not owned or controlled by a restricted party. The Buyer shall promptly notify the Seller if it becomes aware of any circumstance that may expose the Seller to sanctions or export-control risk.
If the Buyer resells or otherwise transfers any Product or Seller Software, or provides any Services to a subsequent recipient, it shall comply with applicable export control and sanctions laws and shall include equivalent compliance obligations in its contractual arrangements with the subsequent purchaser or recipient.
Upon the Seller’s reasonable request, the Buyer shall provide the information and documentation reasonably available to it and necessary to demonstrate compliance with this Article.
If the Seller reasonably believes that a transaction may breach this Article or expose it to sanctions or export-control risk, the Seller may suspend performance, withhold delivery or require additional information or safeguards without liability for the resulting delay. A breach of this Article shall entitle the Seller to exercise the rights and remedies set forth in Article 24.
The Buyer shall indemnify the Seller against sanctions, fines, penalties, costs and reasonable legal fees incurred by the Seller to the extent resulting from the Buyer’s breach of this Article.

23. NO RUSSIA AND BELARUS CLAUSE

Without prejudice to Article 22, the Buyer shall not sell, export, re-export or otherwise transfer, directly or indirectly, to or for use in the Russian Federation or the Republic of Belarus any Product or Seller Software, or provide any Services in or for use in the Russian Federation or the Republic of Belarus, where such transaction or provision is prohibited by Council Regulation (EU) No 833/2014, Council Regulation (EC) No 765/2006 or any other applicable restrictive measure, in each case as amended from time to time.
Where required by applicable law, the Buyer shall impose an equivalent prohibition on any subsequent purchaser or recipient and shall take reasonable measures to prevent circumvention within its commercial chain. The Buyer shall promptly notify the Seller of any actual or suspected breach of this Article and provide, upon reasonable request, the information and documentation reasonably available to it and necessary to demonstrate compliance.
Any actual or suspected breach of this Article shall be subject to the suspension, termination, indemnification and other remedies set forth in Articles 22 and 24.

24. TERMINATION OF THE CONTRACT

Subject to any specific termination provisions agreed in the Contract, the Seller may terminate the Contract by written notice if the Buyer:

(i) fails to pay any amount due within 30 (thirty) days after its due date;

(ii) materially breaches the Contract and fails to remedy the breach within 15 (fifteen) days after receiving written notice, where the breach can be remedied; or

(iii) breaches Article 22 or Article 23, in which case termination may take effect immediately.

If the Buyer’s financial condition materially jeopardizes its ability to perform the Contract, the Seller may suspend performance and require advance payment or adequate security. Any insolvency or restructuring proceeding and its effects on the Contract shall be governed by applicable mandatory law.
Either Party may terminate the Contract if a Force Majeure Event continues for more than 120 (one hundred and twenty) days, as provided in Article 20. Termination shall not affect any rights or liabilities accrued before its effective date.
Any cancellation by the Buyer requires the Seller’s prior written consent, and the Buyer shall pay all costs incurred, non-cancellable commitments, reasonable overhead and loss of profit resulting from the cancellation. The Seller’s liability shall remain subject to Article 19.

25. APPLICABLE LAW AND PLACE OF VENUE

The Contract shall be governed by the laws of Italy, without regard to conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The Parties shall attempt in good faith to settle any dispute arising out of or in connection with the Contract. If no settlement is reached within 30 (thirty) days after written notice of the dispute, the courts of Modena, Italy, shall have exclusive jurisdiction, without prejudice to the Seller’s right to seek interim or protective relief before any competent court.

26. DATA PROTECTION

For the purposes of applicable data protection laws, the Seller identified in the Contract acts as data controller in respect of the business contact details and other personal data relating to the Buyer’s representatives, employees and contractors that are provided or otherwise processed in connection with the Contract.
Such data shall be processed solely to negotiate, enter into, manage and perform the Contract, provide Products, Services and support, manage payments and claims, comply with legal obligations and establish, exercise or defend legal claims.
The legal bases for the processing are the performance of the Contract or steps taken at the Buyer’s request, compliance with legal obligations and the Seller’s legitimate interests in managing its business and contractual relationships.
Failure to provide such data may prevent the Seller from entering into or performing the Contract.
Data may be disclosed, where necessary, to the Seller’s Affiliated Companies, service providers, professional advisers, banks, insurers, carriers, competent authorities and other parties involved in the performance of the Contract, including recipients located outside the European Economic Area, where permitted by applicable law and subject to any required safeguards.
Data shall be retained for the duration of the contractual relationship and thereafter for the period required by applicable law or necessary to protect the Seller’s rights. Data subjects may exercise their applicable rights, including access, rectification, erasure, restriction, objection and data portability, by contacting the Seller at privacy@corob.com.

27. VALIDITY OF THE GENERAL TERMS AND CONDITIONS

Any specific terms expressly agreed in the Binding Offer or in any other document forming part of the Contract shall prevail over these T&C in the event of any conflict. These T&C shall apply to all matters not otherwise expressly addressed in the Contract.
If any provision of the Contract, or any part thereof, is held to be invalid, unlawful or unenforceable, the remaining provisions and the unaffected part of the relevant provision shall remain valid and effective. Any mandatory statutory replacement shall apply.