(Rev. 01)

1 Preamble

These General Supply Conditions (hereinafter “GSC”) apply, except for any derogations specifically agreed in writing, to all Supplies (by way of example: purchase contracts, procurement of goods and/or services, etc.) made in favor of Lovato Electric S.p.A. (hereinafter “Lovato”) and govern the relationships between Lovato and its Suppliers.

These GSC are an integral part of the Lovato order sent to the Supplier. In case of conflict between these GSC and the Supplier’s conditions, what is established in the main contract signed by the parties shall prevail. For matters not governed by the main contract, these GSC shall apply.
These GSC are made known and fully accepted following publication on the Lovato company website (https://www.lovatoelectric.it/, Download section), where they are freely accessible and consultable.

2 Prohibition of Assignment and Subcontracting

The Supplier may not assign to third parties the rights arising from supply relationships without the prior written consent of Lovato.
The Supplier must inform Lovato and obtain its prior written consent to resort to subcontracting of goods or services. Lovato undertakes to provide a response within 15 working days of the request. Authorization for subcontracting does not exempt the Supplier from its contractual obligations, without prejudice to joint liability for the work of sub-suppliers.

3 Order confirmation

The Supplier who has received an order is required to send Order Confirmation within three working days of receipt. In case of failure to confirm within the terms, the order is considered accepted under the indicated conditions. The Supplier may propose motivated technical or commercial modifications within the confirmation term.

4 Confidentiality and Intellectual Property

Technical information and intellectual property transmitted to the Supplier remain the property of Lovato. The Supplier will maintain the utmost confidentiality on such information for a period of 5 years from the termination of the contractual relationship.

The Supplier maintains full intellectual property over its own production processes, know-how and innovations developed independently. Any improvements developed jointly will be governed by specific agreements.

5 Deliveries

Deliveries must be made according to what is indicated in the order. In case of possible delays, the Supplier must promptly notify the Lovato Purchasing Department, indicating causes and new expected date. Delivery notes, packaging and palletization of products sent to Lovato must comply with what is indicated in the Lovato “MATERIAL SUPPLY SPECIFICATION”, SFM0000-03.

6 Packing and Identification

In the absence of particular prescriptions resulting from contractual documents, the protection and packaging conditions must be such that the product or good subject to supply does not suffer damage during all transport operations and can be stored without deterioration, under normal storage conditions, for a period of at least 12 months.

For products only for which this is provided, the Supplier undertakes to deliver them adequately identified by means of appropriate labels containing, in addition to the product code, the production lot number.

7 Lovato Equipment

Equipment and other goods that Lovato may make available to the Supplier on loan remain the exclusive property of Lovato.
The Supplier undertakes to:

• Guard and maintain them in perfect efficiency
• Not perform any modification that has not been agreed with Lovato
• Use them exclusively for the execution of Lovato orders
• Not transfer them to third parties under any title.

Failure to comply with this obligation will allow Lovato to request compensation from the Supplier for the damage suffered, in any case not less than the value of the tampered or modified equipment.

Lovato’s ownership of such equipment does not exempt the Supplier from the responsibility of obtaining a product/service conforming to the drawings and technical specifications provided. The Supplier is in any case required to communicate any anomalies regarding the equipment and goods provided where detected.

8 Change Management

The Supplier, upon specific request from Lovato, undertakes to intervene for the modification, even partial, of product, good or service characteristics, maintaining the initial delivery date. Any cost variations or delivery date changes generated by the introduced modification must be communicated and agreed with the Lovato Purchasing Department.

9 Warranty

The Supplier guarantees that the products, goods or services supplied conform to the documentation and/or technical specifications required by Lovato, free from conformity defects, flaws and patent and/or latent defects. This warranty shall last for a period of 24 months from the date of delivery or service provision.
Should, during the warranty validity period, the product, good or service prove defective before or after its use and/or its market introduction, Lovato may request, after notice to the Supplier, repair and/or replacement of the product or good in question. Warranty replacement or repair must be performed without any charge.

10 Supplier Responsibility

By accepting these GSC, the Supplier assumes full responsibility relating to the execution of the supply and for any damages arising from product, good or service defects. The Supplier is responsible for conformity defects, hidden flaws of the product, good or service supplied, whether they are present at the time of delivery or manifest at a later time, within the warranty period.

11 Express Termination Clause

Every contractual relationship between Lovato and Supplier may be terminated by right pursuant to art. 1456 of the Civil Code through written communication, with 6 months’ notice, in which it is declared that one wishes to avail oneself of this express termination clause in case of repeated delay in delivery and/or failure to respect the agreed quality level.

Any contractual relationship between the parties shall be automatically terminated, pursuant to art. 1353 of the Civil Code, in the event that bankruptcy, liquidation (even if extrajudicial), preventive composition, judicial administration, controlled administration proceedings are initiated, or any other procedure that denotes the failure of the Supplier’s solvency or reliability. This termination condition is understood to be imposed in the interest of Lovato, which may waive it within 15 days of its occurrence by giving written communication to the Supplier.

12 Inspection Visits

The Supplier undertakes to grant, at any time during working hours, provided with adequate notice, access to Lovato personnel at its own establishments to carry out inspection visits. Such visits have the purpose of evaluating the technical/organizational and production capacity of the Supplier in respecting the order specifications and assumed obligations.

13 Prices

The prices indicated in the order or price lists are fixed and normally have annual validity. Automatic variations based on subsequent cost increases are therefore excluded, except as otherwise agreed between the parties.

14 Payment and Invoicing

In consideration of the products and goods delivered and/or services provided by the Supplier in accordance with the Contract, Lovato will pay the Supplier the purchase price indicated in the Contract, provided that the invoice complies with the requirements established by Lovato. The price is inclusive of all taxes and duties (other than VAT or equivalent) and all costs of production, realization, storage and packaging (including the return of any returnable packaging) of any of the goods or services. Lovato will pay the invoice according to the payment terms agreed with the Supplier.

15 Applicable Law and Competent Court

The GSC are governed by Italian law. The parties undertake to attempt an amicable resolution of disputes within 60 days. Only subsequently will the Court of Bergamo have jurisdiction.

16 Validity

These GSC will be in force from the date of publication on the Lovato website (03/11/2025) and have a validity of 5 (five) years.
These GSC shall be considered accepted also following the fulfillment of Lovato purchase orders issued after the publication of these Supply Conditions, as well as a result of registration on the Lovato Supplier Portal.
Special clauses agreed with the Supplier as partial modification and/or integration of the General Conditions contained in this contract must be formalized in writing and signed by both parties under penalty of invalidity.

17 Prohibition of the Advertising

For any advertising or commercial information that refers to commercial relationships with Lovato, the Supplier must request prior express written authorization from the same.
The same written authorization is required in case of any use, publication or reproduction of the Lovato trademark.

18 Health and Safety

The Supplier undertakes to manage its production processes in full compliance with mandatory regulations regarding environmental protection (e.g., Legislative Decree 152 of 2006 and subsequent amendments) and protection of workers’ health and safety (e.g., Legislative Decree 81 of 2008 and subsequent amendments).

19 ISO 9001, REACH, CLP and ROHS Regulations

The Supplier declares that the goods supplied are produced in compliance with UNI EN ISO 9001 Standard, European Regulation n.1907/2006 (REACH), European Regulation n.1272/2008 (CLP) and Directive 2011/65/CE (RoHS) and their subsequent modifications.

The Supplier also undertakes to comply with:

• EU Regulation 2023-1542 (Ecodesign for Sustainable Products)
• EU Directive 2024/825 (Corporate Sustainability Due Diligence)
• EU Taxonomy for sustainable activities (EU Regulation 2020/852)
• Emerging regulations on circular economy and right to repair

The Supplier will provide, upon request, updated compliance certifications and environmental sustainability declarations.

20 Advanced Environmental Protection

20.1 General Environmental Responsibilities
The Supplier undertakes to:

• Implement an Environmental Management System compliant with ISO 14001 standard or equivalent
• Measure and reduce the carbon footprint of supplied products with quantified annual objectives
• Use recycled/recyclable materials where technically possible (minimum 30% when applicable)
• Adopt production processes with low environmental impact and high energy efficiency.

20.2 Circular Economy
The Supplier must:

• Design products according to design for circularity principles
• Provide end-of-life information for products (repairability, recyclability, disposal)
• Implement take-back programs for end-of-life products when required.

20.3 Chemical Substance and Emissions Management
Lovato will inform the Supplier of machinery that generates chemical emissions.
The Supplier must:

• Convey emissions in compliance with legal limits (Legislative Decree 152/2006)
• Send waste for recovery/disposal according to EU waste hierarchy
• Document and track all waste flows with digital registers
• Implement the most performing emission reduction technologies available.

20.4 Monitoring and Reporting
The Supplier must provide annually:

• Environmental sustainability report with quantified KPIs
• Life cycle analysis (LCA) of main products
• Environmental improvement plans with specific objectives and timelines
• Updated environmental certifications (ISO 14001, EMAS, etc.)

20.5 Environmental Audits
Lovato may conduct environmental audits at the Supplier’s premises with 15 days’ notice.
The Supplier must guarantee access to:

• Plants and production processes
• Environmental documentation and authorizations
• Waste disposal records and substance management
• Environmental monitoring systems.

21 Force Majeure

Neither party shall be liable for delays or non-performance due to force majeure causes, including but not limited to: natural events, wars, terrorism, pandemics, strikes, interruptions of public services. The affected party must notify the event within 5 days and provide adequate documentation.

22 Contractual Modifications

Modifications to these GSC must be agreed in writing and signed by both parties. Unilateral modifications are not binding on the counterpart.

23 Personal Data Processing and GDPR Protection

The processing of personal data within the supply relationship takes place in compliance with EU Regulation 2016/679 (GDPR), Legislative Decree 196/2003 and subsequent amendments and additions.