General Terms and Conditions of Sale

Damping Solutions S.R.L.

Version 2026

I. General

1. Unless otherwise agreed in writing, invoices are due for payment immediately upon invoice date without deduction.

2. Any terms and conditions of the purchaser (“Buyer”) shall not apply unless expressly accepted by Seller in writing.

3. Catalogues, brochures, price lists, technical data, drawings, illustrations, weights, dimensions, performance figures, and similar information are approximate only and shall not be binding unless expressly stated as binding in writing.

4. Verbal statements, promises, or warranties made by Seller’s employees or representatives shall be binding only if confirmed by Seller in writing.

5. Seller may process data relating to the business relationship with the Buyer in accordance with applicable data protection law.

II. Offers and Formation of Contract

1. All offers made by Seller are non-binding and subject to confirmation, unless expressly stated otherwise in writing.

2. A contract shall become effective only upon Seller’s written order confirmation or upon execution of the order by Seller.

3. Orders shall be performed subject to Seller’s production capacity, material availability, and operational capability.

4. For call-off or blanket orders, unless otherwise agreed in writing, the maximum acceptance or call-off period shall be six (6) months from the date of Seller’s order confirmation. Goods not called off within this period may be invoiced and delivered or stored at Buyer’s risk and expense.

III. Prices

1. Unless otherwise agreed in writing, all prices are stated in EUR, ex works Seller’s facility, excluding packaging, transport, insurance, customs dues, taxes, and value added tax (VAT).

2. Prices applicable shall be those valid on the date of dispatch. For call-off or blanket orders, the price valid on the scheduled delivery date shall apply, unless fixed prices have been expressly agreed in writing.

3. Seller reserves the right to adjust prices if, after the conclusion of the contract, cost increases occur due to raw materials, energy, transport, labour, exchange rates, taxes, dues, or other factors beyond Seller’s reasonable control.

4. The minimum invoice amount shall be EUR 150 net. For small orders below this amount, Seller may charge a small-order surcharge or invoice the minimum amount.

IV. Payment Terms

1. Unless otherwise agreed in writing, invoices are due for payment immediately upon invoice date without deduction.

2. Seller may require advance payment, partial prepayment, security, or payment against pro forma invoice, particularly for new customers, customised products, or if there are concerns regarding Buyer’s creditworthiness.

3. If Buyer fails to pay on time, Seller shall be entitled to default interest at the statutory rate applicable under Romanian law, without prejudice to Seller’s right to claim additional damages.

4. If, after conclusion of the contract, circumstances become known that reasonably indicate a deterioration in Buyer’s financial condition or creditworthiness, Seller may:

   1. declare all outstanding claims immediately due and payable;
   2. suspend further deliveries;
   3. require advance payment or adequate security; and/or
   4. withdraw from the contract after setting a reasonable deadline, where legally required.

5. Buyer may set off or withhold payment only insofar as its counterclaims are undisputed, acknowledged by Seller, or finally established by a competent court.

V. Delivery

1. Delivery dates and delivery periods shall be binding only if expressly confirmed by Seller in writing.

2. Delivery periods shall commence only after:

   1. the contract has been confirmed by Seller;
   2. all technical and commercial details have been clarified; and
   3. Buyer has fulfilled all obligations required for performance, including agreed advance payments.

3. Delivery shall be deemed timely if the goods have left Seller’s facility or Seller has notified Buyer that the goods are ready for dispatch before expiry of the delivery period.

4. Partial deliveries shall be permitted to the extent reasonable for Buyer.

5. Seller shall not be liable for delay or non-delivery caused by force majeure or other events beyond Seller’s reasonable control, including but not limited to war, riots, strikes, lockouts, shortages of energy or raw materials, transport disruption, governmental measures, import/export restrictions, epidemics, or failure of suppliers not attributable to Seller.

6. In such cases, delivery periods shall be extended for the duration of the impediment plus a reasonable restart period. If performance becomes impossible or commercially unreasonable, Seller may withdraw from the affected part of the contract.

7. If Seller is in delay for reasons attributable to Seller, Buyer must first grant Seller a reasonable grace period before exercising any statutory remedies.

VI. Shipment and Transfer of Risk

1. Unless otherwise agreed, delivery shall be ex works (EXW Incoterms® 2020) Seller’s facility.

2. Risk shall pass to Buyer upon handover of the goods to the carrier, freight forwarder, or other person entrusted with transport, or, if dispatch is delayed for reasons attributable to Buyer, upon notice that the goods are ready for dispatch.

3. The route and means of shipment shall be chosen by Seller at its reasonable discretion, unless Buyer has given binding written instructions.

4. Transport insurance shall be arranged only upon Buyer’s written request and at Buyer’s expense.

VII. Quantity and Technical Deviations

1. Reasonable deviations in quantity, dimensions, weight, colour, structure, and technical characteristics customary in the trade or caused by manufacturing processes shall be permitted, provided they do not materially impair the agreed use of the goods.

2. Deviations from samples or previous deliveries may occur within normal manufacturing tolerances.

VIII. Inspection, Defects, and Warranty

1. Buyer shall inspect the goods immediately upon receipt.

2. Obvious defects, shortages, or incorrect deliveries must be notified to Seller in writing without undue delay and no later than seven (7) calendar days after receipt of the goods.

3. Hidden defects must be notified in writing without undue delay after discovery.

4. If Buyer fails to inspect or notify defects in due time, the goods shall be deemed accepted, except in the case of defects fraudulently concealed by Seller.

5. The warranty period shall be twenty-four (24) months from transfer of risk, unless a different period is mandatory by law or expressly agreed in writing.

6. In case of a justified defect notified in due time, Seller shall, at its option, repair the goods or deliver replacement goods within a reasonable period.

7. Only if repair or replacement fails, is refused, or is unreasonably delayed, Buyer may reduce the purchase price or terminate the contract in accordance with applicable law.

8. Warranty claims shall not apply to:

   1. normal wear and tear;
   2. improper use, storage, assembly, or maintenance by Buyer or third parties;
   3. modifications or repairs made without Seller’s prior written consent;
   4. goods sold as used, second choice, declassified, or otherwise identified as non-standard.

9. Seller does not assume warranty for suitability for a specific purpose unless expressly agreed in writing.

IX. Returns

1. Returns of non-defective goods require Seller’s prior written consent.

2. Custom-made, special-order, or customised products cannot be returned unless otherwise agreed in writing.

3. If Seller accepts the return of standard goods, Seller may charge a reasonable restocking fee, handling fee, and any transport or repackaging costs.

X. Limitation of Liability

1. Seller shall be liable in accordance with mandatory law for damages caused by intent, gross negligence, death, personal injury, fraud, or where liability cannot legally be excluded.

2. In all other cases, Seller’s liability for breach of contractual or non-contractual obligations shall be limited to foreseeable and typical direct damage.

3. Seller shall not be liable for indirect or consequential damages, including loss of profit, loss of production, loss of use, loss of contracts, or third-party claims, except where such exclusion is not permitted by mandatory law.

4. To the extent permitted by law, Seller’s total liability arising out of one event or a series of connected events shall not exceed the net value of the affected delivery.

XI. Retention of Title

1. The goods shall remain the property of Seller until all present and future claims arising from the business relationship with Buyer have been fully paid.

2. Buyer shall handle the reserved goods with due care and insure them adequately where customary.

3. Buyer may resell the reserved goods in the ordinary course of business, provided Buyer is not in payment default.

4. Buyer hereby assigns to Seller, by way of security, all claims arising from the resale of the reserved goods, up to the amount of Seller’s outstanding claims.

5. If the reserved goods are processed, combined, or mixed with other goods, Seller shall acquire co-ownership in the new item in proportion to the invoice value of the reserved goods relative to the other processed goods at the time of processing.

6. If Buyer is in breach of contract, especially in case of payment default, Seller may repossess the reserved goods after giving notice, subject to applicable mandatory law.

7. If the value of the securities exceeds Seller’s secured claims by more than ten percent (10%), Seller shall release securities of its choice at Buyer’s request.

XII. Limitation Period

Unless a longer period is required by mandatory law, contractual and non-contractual claims by Buyer against Seller shall become time-barred twelve (12) months after transfer of risk.

XIII. Place of Performance, Applicable Law, and Jurisdiction

1. The place of performance for deliveries and payments shall be Seller’s registered office, unless otherwise agreed.

2. These Terms and all contractual relations between Seller and Buyer shall be governed by the laws of Romania, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), unless the parties expressly agree otherwise in writing.

3. To the extent permitted by law, the competent courts at Seller’s registered office in Romania shall have exclusive jurisdiction over all disputes arising out of or in connection with the contractual relationship.

XIV. Final Provisions

1. Amendments, supplements, and side agreements must be made in writing to be valid, unless a stricter form is required by law.

2. If any provision of these Terms is or becomes invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.

3. In the event of inconsistency between the English version and any translation, the English version shall prevail, unless mandatory law requires otherwise.