GENERAL TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SERVICES

(Effective July 2, 2024)

1. DEFINITIONS AND SCOPE OF APPLICATION The following terms shall have the meanings set forth below:

“General terms and conditions of purchase” or "GTC": these general terms and conditions for the purchase of goods and services which are applied between Pettenon Cosmetics S.p.A. SB ("Pettenon")and your company (the "Supplier"), and govern and/or integrate the formation, amendment, execution, termination and interpretation of the Purchase. and govern and/or integrate the formation, amendment, execution, termination and interpretation of the Purchase. The provisions of these GTC apply to both purchases of goods and services, unless the subject matter of the service makes the specific provisions applicable only to one or the other type of purchase. These GTC form an integral part of the purchase order(s) transmitted by Pettenon to the Supplier, containing the specific agreement(s) on the subject matter and other specific elements, terms and conditions of the Purchase (the "Order(s)"), unless otherwise provided in the text of the Order itself. The GTC apply to all Pettenon Orders placed with the Supplier, even if not specifically referred to. These GTC may be changed only upon written agreement signed by both Parties. Therefore, the Supplier waives the application of any of its own general and specific terms of conditions of sale, which shall in any case be deemed to be of no effect between the Parties even if they are referred to in the acceptance of the Order or other contractual documents. "Purchase" or "Contract": any agreement accepted by the Parties, regardless of its nature (contract, work contract, sale and purchase, supply, outsourcing, consultancy, etc.), on the basis of which Pettenon purchases goods and/or works and/or services from the Supplier, including all the signed documents through which the said relationship is formalised - by way of example, the accepted Order and any attachments to the Order, such as the specifications and/or offer and/or estimate, etc. - and these GTC. "Parties" or "Party." Pettenon and the Supplier, jointly or severally; "Good(s)": the raw materials, materials, machinery, goods and, in general, any movable goods listed in the Order, whether "generic" (i.e. not distinguished by any of the trademarks to which Pettenon has the right of use or not made with formulas, designs and/or prints and/or materials and/or photographs and/or forms and/or manner of execution provided and/or specified by Pettenon) or "customized" (i.e. distinguished by any of the trademarks for which Pettenon has the right of use - hereinafter referred to individually as a "Trademark" or collectively as "Trademarks"- and/or made with exclusive formulas, designs and/or prints and/or materials and/or photographs and/or forms and/or manner of execution provided and/or specified by Pettenon); "Service(s)": the activities, services, and works, including those of an intellectual nature, specified in the Order, the performance of which is entrusted by Pettenon to the Supplier; the Services may also be “customized” (i.e., provided on the basis of specifications, ideas, images, etc., exclusive to, provided by and/or specified by Pettenon).

2. COMPLETION OF THE CONTRACT - VARIATIONS

2.1 The Purchase is such, and so therefore finalised, when the Supplier accepts the Order either expressly, by signing these GTCs, or tacitly, by starting to carry out the Purchase pursuant to and in accordance with Art. 1327 of the Civil Code. However, Pettenon may withdraw the Order at any time before to its acceptance by the Supplier, and this will not lead to the Supplier being entitled to any compensation or indemnity.

2.2 If substantial changes are necessary or required by Pettenon while the Conctract is being carried out, the Supplier will agree with Pettenon any additional costs and any extensions to the deadline of delivery of the Goods or performance of the Service.

Any activities carried out not in compliance with the provisions of the Contract, that have not been authorised in advance and formalised in writing by Pettenon shall not entitle the Supplier to compensation, indemnity or reimbursement of any kind and, if deemed appropriate by Pettenon, shall require the Supplier to restore the original pre-existing situation to its original state, it being understood that under no circumstances may the Supplier claim compensation, reimbursement or indemnity for unauthorised changes.

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

3. GOODS and SERVICES - COMPLIANCE WITH LAWS, REGULATIONS, STANDARDS - SAFETY MEASURES PURSUANT TO D. LGS. 81/2008 and ss.aa.ii.

3.1) The Goods and Services under each individual Purchase, which the Supplier supplies to Pettenon, must:

(a) conform to the technical specifications and quality standards required by Pettenon;

(b) comply with all applicable laws and requirements with respect to the individual Good, applicable customs regulations, directives relating to the country of origin, national, EU and international regulations on composition, labelling, packaging and relating to the release into the environment and the use of hazardous substances and preparations, as well as those relating to the general safety of the Goods and the protection of the consumer/end user;

(c) be accompanied by documentation regarding the declaration/certificate of origin;

(d) be equipped with any other documentation required by law, including consumer protection documentation;

(e) be performed by the Supplier through personnel experienced and adequately trained to perform the Service.

3.2) With respect to the supply of "customized" Goods and/or Services, the Supplier also:

(a) agrees to produce the "customized" Goods limited to the quantities ordered by Pettenon;

(b) agrees not to produce for itself or third parties and/or market goods that are the same as and/or may be confused with the "customized" Goods;

(c) agrees not to sell and/or transfer the "customized" Goods to parties other than Pettenon, for any reason, unless otherwise authorized in writing by Pettenon;

(d) agrees not to use and/or reproduce the Trademark or use Pettenon's information (e.g., formulas and production methods) for purposes other than those arising from the Contract execution;

(e) agrees not to use the information, technical specifications, formulas, documents, drawings, images, ideas, etc., used by the Supplier itself in the performance of the "customized" Services to carry out works/services or goods for the benefit of third parties;

(f) upon Pettenon's request, agrees to promptly return to Pettenon (i) any documents and/or materials delivered by Pettenon to the Supplier for the fulfilment of the "customized" Goods Order or the performance of the "customized" Services, and (ii) all samples and/or prototypes made by, or in the possession of, the Supplier;

3.3 The Supplier is bound to comply with all the provisions in force as well as the rules and regulations of the competent authorities, including, in addition to those relating to health and safety in the performance of the Services, fire prevention, first aid and environmental protection, those relating to labour contracts, including collective labour contracts, with particular attention to economic, tax, social security and insurance aspects.

3.4 To the extent applicable, the Supplier declares, under its sole responsibility, to be in compliance with the laws and regulations of any order and degree concerning the protection of health and safety in the workplace (Italian Legislative Decree no. 81/2008 and subsequent amendments and integrations) and expressly undertakes: a) to provide Pettenon with information on the specific risks pertaining to the activities carried out, in order to cooperate in the implementation of the measures for the prevention and protection from occupational risks incident to the work activity that is the subject of the contract and to coordinate the measures for the protection and prevention from the risks to which workers are exposed; b) to receive and examine the D. U.V.R.I. that will be provided by Pettenon and which will include measures to eliminate or, where this is not possible, minimise interference risks the Supplier agrees (i) to have its employees and/or contractors comply with Pettenon's safety procedures contained in the Consolidated Document for Evaluating Interference Risks (DUVRI) and (ii) to comply with all precautions and prohibitions in place to prevent hazards on the aforementioned premises. For the purposes of the above, the Supplier undertakes to inform, train and instruct its workers on these provisions and to ensure that they are scrupulously observed by them.

3.5 For the performance of works or services by means of tender contracts, sub-contracts, entrusting to consortium subjects or negotiated relations however named, characterised by the prevalent use of labour at Pettenon's business premises with the use of instrumental goods owned by the latter or traceable to it in any form, pursuant to art. 17 bis Legislative Decree no. 241/1997, the Supplier irrevocably undertakes to comply with the provisions of the aforesaid regulations and to provide Pettenon with the necessary documentation and all the necessary information proving the Supplier's compliance and fulfilment of the aforesaid regulations.

4. CHECKS

Pettenon is authorized to carry out periodic or ongoing checks, directly or through its appointees, at any time, with access to the Supplier's premises/laboratories to check the progress of Services or production of Goods, and, in general, the Supplier's compliance with its obligations under the Purchase. Such a check does not relieve the Supplier of any liability and in no way implies acceptance of the Goods or Service.

5. PROHIBITION OF RIGHTS ASSIGNMENT OR CONTRACT Transfer AND OF SUBCONTRACTING

5.1 The Supplier is prohibited from assigning to third parties, in whole or in part, the obligations or rights under the Contract and, more generally, the Contract itself, except with the prior written authorization of Pettenon.

5.2 It is hereby acknowledged that Pettenon may assign the Purchase in favour of another of the companies belonging to the same group to which Pettenon itself belongs. The assignment shall be communicated to the Supplier in writing and from that time shall be effective against it; and the Supplier may not withhold releasing Pettenon.

5.3 If the Parties have entered into a works or services contract, unless otherwise authorised in writing by Pettenon, the Supplier shall fulfil its obligations under the Contract directly and without the possibility of subcontracting the performance of all or part of the Services to third parties. If the Supplier intends to subcontract part of the Services to third parties, the written authorisation of Pettenon and the express written acceptance of the GTC and any other provision contained in the Order, and in general, in the Contract, shall be required, it being understood that the Supplier shall have the precise obligation and responsibility to present Pettenon with reliable subcontractors with the necessary competence and professional qualities necessary for the performance of the Services in a workmanlike manner. To this end, the Supplier shall provide Pettenon in advance with the name, data and Chamber of Commerce registration certificate of each subcontractor, as well as the same documentation requested from the Supplier, by way of example but not limited to that indicated in arts. 3.5, and 10.3 ii) above, a copy of a suitable insurance policy and the D.U.V.R.I. notice that shall be provided by Pettenon, where necessary.

5.4 The Supplier shall in any case remain responsible to Pettenon for the execution of the works subject to subcontracting and/or, in general, sub-subcontracting, holding Pettenon itself harmless from any liability concerning the actions of any subcontractors and/or sub-suppliers. The Supplier undertakes not to accept from its subcontractors and/or sub-suppliers any equipment, supplies or assemblies that do not comply with the provisions of the Contract and that do not guarantee the safety requirements of the applicable regulations.

In no case may any subcontracting or sub-subcontracting be opposed to Pettenon as a reason for justification, cause and/or exoneration of liability for non-fulfilment, delays or non-perfect execution of the works and/or Services and/or non-delivery of the Goods.

6. INSURANCE

The Supplier shall be duly insured against liability for damages to third parties in any capacity, including, but not limited to, product liability. The Supplier shall provide, upon Pettenon's request, the relevant certificate issued by its insurer(s) stating that insurance coverage is in place. The Supplier also agrees not to cancel or change the terms of the insurance, throughout the term of the contractual relationship with Pettenon.

7. TRADEMARK

7.1 Without prejudice to the further obligations set forth in these GTC, the Supplier also agrees:

a) not to perform acts that may bring discredit or diminish the prestige and image of the Trademark(s);

b) not to register or cause to be registered, in its own name or in the name of a third party, the Trademark(s) and/or any other distinctive sign(s) similar thereto or which may be confused with therewith, or other intellectual property rights concerning “customized” Goods and/or “customized” Services;

c) not to use the Trademark(s) as part of its own name or insignia or business name or domain name and not to use in its business activities any other commercial sign, domain name or trademark similar to or that may be confused with the Trademark(s);

d) immediately inform Pettenon in writing of any act that constitutes or appears to constitute counterfeiting or usurpation of the Trademark(s) in relation to the “customized “Goods and/or “customized” Services or imitation of the “customized” Goods and/or “customized” Services of which the Supplier itself becomes aware;

7.2 Activities conducted in violation of the prohibitions in Art. 7.1 will be prosecuted both criminally and civilly.

7.3 For the avoidance of doubt, the Parties declare and acknowledge that they did not intend and do not intend to put in place a license to use trademarks and that, therefore, no provision or clause contained in the GTC shall be construed as giving the Supplier any rights whatsoever in the Trademark(s).

7.4 The Supplier's use of Pettenon's name and trademark for purposes not strictly related to the subject matter of the Contract is only permitted subject to prior written notice to be given to Pettenon, in which the Supplier shall indicate the manner and purpose of use. Pettenon, at its complete discretion, may authorise or not such use and may indicate the modalities of use with which the Supplier shall comply.

8. PLACE, TERMS AND MANNER OF DELIVERY OF GOODS/PERFORMANCE OF SERVICES 8.1 Delivery of the Goods or performance of the Services shall be made by the deadline/within the time period specified in the Order or agreed separately in writing between the Parties. Unless otherwise specified, deliveries of the Goods and performance of the Services shall take place at Pettenon's premises. Ownership and risk regarding the Goods pass to Pettenon upon delivery.

8.2 If the Supplier, for reasons attributable to it, fails to deliver the Goods or perform the Services by the deadlines agreed under Art. 8.1 above or within those subsequently amended by the Parties by written agreement, Pettenon reserves the right to terminate the Purchase pursuant to Article 1456 of the Italian Civil Code, without prejudice to the right to compensation for losses incurred. In the event of termination, if the supply of “customized” Goods is involved, the Supplier shall arrange for the complete destruction of the same, and shall provide proof thereof to Pettenon.

9. QUALITY AND WARRANTIES

9.1 The Supplier warrants that the Goods are owned free and clear and that the transfer is lawful.

9.2 The Supplier also provides Pettenon with a complete warranty for discrepancies and defects in the Products supplied. The Supplier also warrants to Pettenon that it will comply with relevant applicable laws in performing the GTC. As a result of the aforementioned warranty, and at Pettenon's request, the Supplier shall repair and/or replace, as soon as possible and at its own expense (including labour, parts and transportation), any part of the Goods that manifest defects or discrepancies within the term of 12 months from the date of acceptance, unless otherwise agreed upon in writing between the Parties, provided that these are reported to Supplier within 30 days from the time the defects are known. This is without prejudice to any other rights that Pettenon may have, in addition to those governed by these GTC, including the right to compensation for any losses it incurs. If the Supplier does not rectify such defects and/or discrepancies within 15 days of Pettenon's request, Pettenon may arrange for them to be rectified either directly or through a third party, without further notice, and may charge the Supplier for all related costs. The same warranty applies to spare parts.

10. PRICE AND PAYMENT TERMS 10.1 Pettenon shall pay to Supplier the price of the Goods or Services stated in the Contract, which shall be deemed fixed and may not be revised.

10.2 All payments will be made by Pettenon upon presentation of proper invoice by the Supplier, by the deadline specified in the Contract.

10.3 If it is a purchase of Services or the supply of Goods in the form of a contract, subcontract or supply:

(i) pursuant to Article 26 of Legislative Decree no. No. 81/2008, unless a different amount is specifically provided for in the Contract, 10% (ten per cent) of the agreed consideration shall constitute safety charges not subject to rebate;

(ii) payment of the consideration shall be subject to prior delivery to Pettenon, by the Supplier, of the D.U.R.C. (Documento Unico di Regolarità Contributiva) relating to its employees, showing no social security, welfare or insurance liabilities.

The Supplier undertakes to provide to Pettenon, together with the invoice, the appropriate documentation attesting to the names of the workers involved in the performance of the Services, the relevant mandatory notifications of employment to the Employment Center, the payment to them of wages, the payment of social security contributions and insurance premiums, and the details of the Services performed.

If the Supplier fails to comply with these obligations, Pettenon will, without further notice, suspend payments for the Services performed, which it will withhold as security; the payments withheld will be returned to the Supplier only upon completion of the obligations provided for in this item.

11. TERMINATION - WITHDRAW

11.1 Without prejudice to the grounds for termination provided for in the Contract, including those in the GTC, the Purchase may be terminated, pursuant to art. 1456 of the Italian Civil Code, with immediate effect, at the initiative of Pettenon by notice sent to the Supplier by registered letter with return receipt or PEC, in the event of failure to comply with one or more the provisions contained in sections 3 (Goods and Services - Compliance with laws, regulations, standards - Safety measures pursuant to D. Lgs. 81/2008 and ss.aa.ii., 5 (prohibition of rights assignment or Contract transfer and of subcontracting), 6 (insurance), 7 (Trademark), 12 (Industrial Property) and 14 (confidentiality).

11.2 Either Party may withdraw the Contract with immediate effect if the other Party is placed in liquidation or put into other bankruptcy or insolvency proceedings or other equivalent proceedings or is otherwise declared bankrupt or subject to other bankruptcy or insolvency proceedings or other equivalent proceedings or has proposed restructuring, reorganization or arrangements with creditors or equivalent measures.

11.3 In the event that Pettenon loses the right to use the Trademark(s) set forth in the Contract, the Purchase shall be deemed to be terminated with immediate effect limited to the portion of the supply of Goods and/or Services pertaining to the Trademark subject to the ceased right of use, without giving rise to any right to damages or other right in favour of the Supplier.

12. INDUSTRIAL PROPERTY

12.1 Supplier shall ensure that the Goods and related documentation supplied to Pettenon under the Order accepted do not infringe any patent, copyright or other intellectual or industrial property right of any third party and that no action for infringement of such rights and/or patents, relating to the Goods ordered, is pending before any court or autority. In addition, the Supplier shall indemnify and hold Pettenon harmless from any losses to it arising from third-party claims alleging such infringement and shall be subrogated to Pettenon in actions brought against Pettenon by assuming Pettenon’s position and without Pettenon participating, in accordance with Article 108 of the Code of Civil Procedure.

12.2 The results of all work performed by Supplier and/or its sub-suppliers or subcontractors for Pettenon in performance of the Contract, including but not limited to all information, data, reports, work notes, drawings, creative works, designs, analyses developed or prepared by Supplier and/or its sub-suppliers or subcontractors in connection with the Contract, any new patents, designs, etc., shall be the exclusive property of Pettenon.

13. PROCESSING OF PERSONAL DATA

13.1 In accordance with the provisions of European Regulation no. 2016/679, Pettenon informs the Supplier that the Supplier's personal data and that of its employees/contractors will be used for the purpose of carrying out the obligations required by law or established by these GTCs, as per the notice provided by Pettenon.

13.2 This data will be processed lawfully, fairly and with the utmost confidentiality and will be recorded, organized and stored in Pettenon' electronic and/or paper files.

14. CONFIDENTIALITY

14.1 The Supplier undertakes to treat as strictly confidential, not to disclose to third parties, nor to use in any way whatsoever the information of which it has become aware for the purposes of or in connection with the Purchase, including, but not limited to, data and information of a technical, industrial, commercial, financial or legal nature, manufacturing methods, organization, Trademark(s), know-how, personnel, products, formulas and, in general, all information concerning Pettenon and/or the group of which Pettenon is a part.

14.2 The confidentiality obligation survives even after delivery of the Goods or performance of the Services.

14.3 The Supplier shall limit the disclosure of trade secrets to those of its employees and/or collaborators to whom the knowledge of such secret is necessary for the performance of the activity envisaged in the assignment, and shall require that such employees and/or collaborators undertake to maintain secrecy vis-à-vis the Supplier in terms corresponding to the provisions of this Article.

15. EVENTS OF FORCE MAJEURE

15.1 If a force majeure event occurs, the obligations of the Supplier and Pettenon shall be considered suspended for the duration corresponding to the continuation of such event. Unforeseeable events beyond the reasonable control of the Parties hereto that prevent either or both of them from fulfilling their obligations shall be considered as events of force majeure, including, but not limited to, natural disasters, national trade strikes, lockouts, wars, riots, embargoes, epidemics, etc. The Party invoking force majeure must give notice of the occurrence of the event to the other Party in writing within seven days of the event’s onset. Thereafter, that party must give notice of the end of the event within three days of the end of the event. The Party that is unable to fulfil its obligations due to force majeure shall cooperate with the other Party to the fullest extent possible to reduce the resulting losses.

16. APPLICABLE LAW AND FORUM SELECTION

16.1 This Purchase and any document that contributes to it, including these GTC is governed by Italian law.

16.2 The court of Padua has exclusive jurisdiction over any disputes concerning and/or arising from the Purchase.

17. D. LGS. 231/2001 - PETTENON'S CODE OF ETHICS AND ORGANIZATIONAL MODEL

17.1 The Supplier declares that it has read Pettenon’s Code of Ethics and organizational model, published at the link https://www.pettenon.it/it/modello-organizzativo-e-codice-etico and to observe behaviour in compliance with the provisions of the same and of Legislative Decree no. 231/2001 ss.mm.ii. under penalty of immediate termination of the Contract, pursuant to and in accordance with art. 1456 of the Italian Civil Code, without prejudice to Pettenon's right to compensation for damages.