(effective from 02.07.2024)

1. DEFINITIONS AND SCOPE OF APPLICATION

The following terms shall have the meanings specified below:

“General Purchase Conditions” or “GPC”: these general terms and conditions for the purchase of goods and services that apply between Pettenon Cosmetics S.p.A. SB (“Pettenon”) and your company (the “**Supplier””) and govern and/or supplement the formation, amendment, execution, termination, and interpretation of the Purchase. The provisions of the GPC apply to both the purchase of goods and services, unless the nature of the performance makes specific provisions applicable solely to one or the other type of purchase. The GPC constitute an integral part of the purchase order(s) issued by Pettenon to the Supplier, containing the specific agreements related to the subject and other specific elements, terms, and conditions of the Purchase (the “Order(s)”), unless otherwise specified in the Order itself. The GPC apply to all Pettenon Orders issued to the Supplier, even if not specifically referenced. These GPC may only be amended by written agreement signed by both Parties. Therefore, the Supplier waives the application of any of its general or specific terms and conditions of sale, which shall in any case be considered ineffective between the Parties even if referenced in the acceptance of the Order or other contractual documents.

“Purchase” or “Contract”: any agreement accepted by the Parties, regardless of its nature (contract for work, sale, supply, administration, consultancy, etc.), on the basis of which Pettenon purchases goods and/or works and/or services from the Supplier, including all documents signed through which the relationship is formalized—for example, accepted Order and any attachments to the Order, such as specifications and/or offer and/or quotation, etc.—and these GPC.

“Parties” or ”Party”: Pettenon and the Supplier, jointly or individually;

“Good(s)”: raw materials, materials, machinery, goods, and, in general, any movable asset specified in the Order, whether “generic” (i.e., not bearing any of the trademarks that Pettenon has the right to use or not produced with formulas, designs and/or prints and/or materials and/or photographs and/or shapes and/or execution methods exclusively provided and/or indicated by Pettenon) or “customized” (i.e., bearing one of the trademarks that Pettenon has the right to use—hereinafter individually “Trademark” or collectively “Trademarks”—and/or produced with formulas, designs and/or prints and/or materials and/or photographs and/or shapes and/or execution methods exclusively provided and/or indicated by Pettenon);

“Service(s)”: activities, services, and works, including intellectual ones, specified in the Order, the performance of which is entrusted by Pettenon to the Supplier; Services may also be “customized” (i.e., provided based on specific specifications, ideas, images, or other elements, exclusively provided and/or indicated by Pettenon).

2. CONTRACT FORMATION – AMENDMENTS

2.1 The Purchase is considered concluded, and thus perfected, at the moment the Supplier accepts the Order, either expressly by signing these GPC or tacitly by beginning performance pursuant to and in accordance with Art. 1327 of the Italian Civil Code. Pettenon may, in any case, revoke the Order at any time prior to its acceptance by the Supplier without this giving rise to any claim for compensation or indemnity by the Supplier.

2.2 If during the execution of the Contract substantial changes become necessary or are requested by Pettenon, the Supplier shall agree with Pettenon on any adjustment of fees and any extension of the delivery date of the Goods or performance of the Service.

Activities carried out in deviation from the Contract, which have not been previously authorized and formalized in writing by Pettenon, do not entitle the Supplier to compensation, indemnities, or reimbursements of any kind and, if deemed appropriate by Pettenon, require the Supplier to restore the original situation, without prejudice to the fact that, under no circumstances, may the Supplier claim compensation, reimbursements, or indemnities for unauthorized changes.

2.3 Execution of the Contract does not entail any exclusivity obligation for Pettenon, nor any obligation to purchase minimum quantities of Goods and/or commission minimum quantities of Services, not even quantities corresponding to its normal requirements, unless otherwise specified in the Contract.

3. GOODS AND SERVICES – COMPLIANCE WITH LAWS, REGULATIONS, RULES – SAFETY MEASURES PURSUANT TO D.LGS. 81/2008 et seq.

3.1 The Goods and Services under the individual Purchase, to be provided by the Supplier to Pettenon, must:

(a) comply with the technical specifications and quality standards required by Pettenon;

(b) comply with all applicable laws and regulations