General Business Terms and Conditions

of

OMEST s.r.l. (limited liability company)

with registered office in I-39100 Bolzano (BZ), Via Luigi Negrelli 15, Tax ID no. and VAT ID no. 02495790210 hereinafter also “OMEST”

Version: September 2024

Whereas

A. OMEST is a company incorporated under Italian law that has been operating for many years in the freight transport and logistics sector and provides, more specifically, shipping, freight, and logistics services, including all related activities for “business” clients.

B. These General Business Terms and Conditions, therefore, apply exclusively to business clients, i.e., to clients that cannot be qualified as “consumers”.

C. OMEST’s supply of products and services is carried out exclusively pursuant to these General Business Terms and Conditions, regardless of whether an order is placed orally or in writing.

D. These General Business Terms and Conditions are made available to the Client prior to the conclusion of the contract and/or the submission of the order, and can always be consulted on the website. These General Business Terms and Conditions form an integral and substantial part of any single contract entered into by OMEST, irrespective of the form of the contract and shall be deemed accepted in any case by the Client upon the submission of the first order to OMEST and/or upon confirmation of the offer made by OMEST and/or upon written or oral confirmation of the price list provided by OMEST and/or, in any case, upon delivery of the goods by the Client to OMEST or to the courier appointed by OMEST.

E. The Client guarantees that the goods entrusted to OMEST or to the courier appointed by OMEST are packaged and wrapped appropriately for the intended transport and that the goods comply with the tax and administrative laws of the countries to which the goods will be transported and those through which such goods will be on transit. The Client holds OMEST harmless from any and all liability in that respect.

Therefore, the following General Business Terms and Conditions shall apply:

1. Recitals

1.1. The recitals are an integral and substantial part of these General Business Terms and Conditions (hereinafter “GBTC”) and of all contractual relationships entered into by OMEST.

2. Scope

2.1. All the offers, supplies and provisions made by OMEST are exclusively governed by the GBTC.

2.2. The GBTC form an integral and substantial part of all the contracts entered into between OMEST and its clients and commercial partners (hereinafter, the “Client” or the “Clients”).

2.3. The GBTC apply also to all future offers, supplies and provisions. This is without prejudice to OMEST’s right to amend the GBTC at any time and in its full discretion.

2.4. Any general business terms and conditions of the Client or of third parties that deviate from these GBTC shall not apply. The application of such general business terms and conditions is excluded even if OMEST does not expressly object to their application in each individual case. Even if OMEST refers to a document that contains or refers to the general business terms and conditions of the Client or a third party, this does not imply an agreement on the validity of those terms and conditions, nor does it imply their acceptance. Similarly, local customs do not apply.

2.5. These GBTC do not govern the legal relationships between couriers and clients and/or between couriers and/or between clients, even in cases where OMEST has entered into the relevant transport contract as a freight forwarder.

2.6. OMEST reserves the right to modify these GBTC at any time. The changes will take effect from the moment they are published on the website at www.omest.com and will automatically apply to all contracts concluded thereafter.

2.7. The changes are considered tacitly accepted even with respect to existing contractual relationships if the Client does not object to them within 4 (four) weeks of their publication. After this period, silence will be deemed as consent, and the modified GBTC will become part of the contract or contracts in force at the time of publication of the changes.

3. Orders, Prices and Payment Conditions

3.1. The order is generally placed in writing and includes a confirmation of OMEST’s offer and/or written or oral confirmation of the proposed price list.

3.2. The limits and constraints (size, weight, etc.) for each order as well as the applied costs and fees are listed in the general and/or custom price lists. The price lists in effect when the order is placed constitute an integral part of the same order.

3.3. OMEST can amend at any time and without notice the costs listed in the general price lists. It is the Client’s responsibility to verify, before placing an order, the prices and costs applied pursuant to the current list price.

3.4. The payment methods are set out in the respective price lists. Amounts are invoiced on a cumulative monthly basis.

3.5. In case of delayed payment of the amounts that are due to OMEST, the Client shall pay OMEST, without formal notice being given, interests on the expired amounts, calculated on an annual basis in the amount specified in Legislative Decree no. 231 of 9 October 2002, from the payment due date and until the actual price balance has been paid.

3.6. OMEST is entitled, with respect to the Client and any other contractual party, to a lien and right of retention on goods and other assets in its possession in relation to overdue or upcoming receivables. OMEST may exercise this right against the recipient and/or owner of the goods.

3.7. OMEST reserves the right to offset its claims against the Client with any amounts OMEST owes to the Client for any reason or title, even if collected in the name and on behalf of the Client (e.g., cash on delivery, etc.).

4. Conditions for Collection

4.1. Collections are carried out exclusively on business days, from Monday to Friday by the courier appointed by OMEST.

4.2. Following shipment confirmation, the corresponding order is collected by the appointed courier at the pickup address provided by the Client at the earliest convenience.

4.3. The collection times indicated by OMEST in the order confirmation or in other documents, particularly the pickup and delivery dates, are to be considered as indicative and non- binding.

4.4. OMEST assumes no responsibility for adhering to pickup and delivery times and cannot, under any circumstances, be held liable for delays in pickup, transport, and/or delivery of a shipment. This applies regardless of the reason for the delay, or any instructions received from the Client regarding specific pickup times, even if such times are specified in the order and/or order confirmation.

4.5. If the requested collection cannot be performed for reasons not attributable to OMEST, OMEST will be entitled to further compensation for every additional collection.

4.6. In any case, no refund can be requested for shipments that have not been initiated if the collection is not possible due to reasons not attributable to OMEST or the appointed courier.

4.7. The Client undertakes to ensure the proper packaging of the goods entrusted to OMEST or the appointed courier, also taking into account any instructions provided by OMEST. OMEST has the right to verify and inspect the shipment and its content, and to be held harmless in this regard to the fullest extent possible. The shipment could be opened and inspected any time by official authorities including customs or security services.

4.8. The Client is responsible for arranging all necessary documents for a proper and regular arrangement of the transport (e.g. shipping documentation, etc) exempting OMEST or the appointed courier from any responsibility in regard to those documents being properly compiled. OMEST or the appointed courier will only take into consideration information that has been sent from the Client in digital form and via the automated transport administration system OMEST Logistic Center (OLC). The Client takes note that OMEST or the appointed courier will not verify the correctness of the data entered into OLC by the Client. The Client, therefore, exempts OMEST from any responsibility regarding the correct entry of the data in OLC, also in case a manual data entry has been requested to OMEST or if OMEST helped the client to draw the aforementioned documents.

5. Conditions for Delivery and Delivery Terms

5.1. Deliveries are made on business days, from Monday to Friday.

5.2. Delivery of the shipment is carried out by the courier appointed by OMEST.

5.3. In the event that delivery to the address provided by the Client cannot be made due to refusal, unavailability of the recipient, or other reasons beyond OMEST’s control, OMEST assumes no responsibility and will be entitled to an additional fee.

5.4. Should the addressee refuse delivery or be unreachable, OMEST, if promptly notified of the undelivered goods and authorized to intervene, will be allowed to take any action that may be appropriate or necessary to store and return the goods, by acting in the name and on behalf of the Client, which bears the risk of possible losses, damages or misappropriations.

5.5. Delivery terms for shipments are subject to change and depend on the collection and delivery locations. The terms indicated are calculated under optimal conditions and may be subject to change without prior notice. OMEST assumes no responsibility for adhering to the delivery terms and, therefore, cannot be held liable under any circumstances for delays in the collection and/or freight and/or delivery of any shipment. This applies regardless of the reason for the delay or any instructions received from the Client regarding specific pickup and/or delivery times, even if such times are specified in the order and/or order confirmation and/or shipping documents.

5.6. All indicated transit times refer to business days and commence from the moment when the shipment is collected.

5.7. If it is impossible to deliver a shipment due to erroneous address or incorrect information, OMEST will contact the Client to inform them of the issue or to obtain correct information. In this case OMEST will be entitled to the payment of additional compensation.

6. OMEST’s Liability

6.1. OMEST is liable only within the limits specified in these GBTC.

6.2. OMEST is not liable for shipments that have not been performed due to IT problems, software problems/issues or power outage. Furthermore, OMEST is not liable if the Client’s shipment or part of it is lost, damaged, delayed, misdelivered or undelivered, or if OMEST fails to fulfill its obligations towards the Client as a result of:

• a. Circumstances beyond OMEST’s control, including but not limited to: natural events such as earthquakes, cyclones, storms, floods, fires, diseases, fog, snow, or frost; force majeure events, including but not limited to wars, accidents, terrorist acts, strikes, embargoes, airspace hazards, local conflicts, or civil unrest; national or local disruptions in air or land transport networks and mechanical issues related to transport methods or machinery; latent or inherent defects in the contents of the shipment; criminal acts by third parties, such as theft or arson;
• b. Acts or omissions attributable to the Client or third parties, such as the Client’s breach (or a claim from any other party asserting an interest in the shipment that causes the Client’s breach) of obligations assumed by the Client under these terms and conditions; an act or omission by customs, airlines, airports, or public officials;
• c. or the shipment’s contents consisting of prohibited goods, even if OMEST accepted the shipment by mistake.

6.3. OMEST assumes no responsibility for any damage caused by inadequate and/or insufficient packaging or by the securing of goods on pallets (including the pallet corners), and the Client holds OMEST harmless from any liability in this regard.

6.4. Compensation that may be due for a domestic shipment is limited to a maximum of Euro 1.00 (one.00) per kilogram of gross weight of the lost or damaged goods, pursuant to Article 1696 of the Civil Code. In the case of international transport, the provisions of the Convention on the Contract for the International Carriage of Goods by Road (CMR) of May 19, 1956, ratified by Law No. 1621 of December 6, 1960, apply, particularly the liability limitations set out in Article 23, Paragraph 3.

6.5. Any compensation for indirect damages (including but not limited to loss of profit, loss of interest, or damages resulting from delays in the execution of the transport) is excluded, even in derogation of the provisions contained in Articles 1223 et seq. of the Civil Code, even if OMEST was aware that such damages or losses could occur.

6.6. In any case, the recipient must make detailed and specific reservations regarding the apparent condition of the shipment and/or packaging on the proof of delivery (POD) and/or bill of lading. General reservations without specific details shall be considered null.

6.7. Any complaint and/or claim against OMEST shall be notified in writing, failing which they will be time-barred, no later than 8 (eight) days from the date when the goods were delivered to the addressee.

7. Termination and Cancellation of the Contract

7.1. If, for any reason, the Client needs to cancel a registered shipment, the Client must notify OMEST via e-mail, submitting an explicit request to suspend the shipment and providing a related reason.

7.2. If OMEST has not yet started to carry out the order, OMEST undertakes to return and/or to not invoice the amount due for the order that had been placed. This is without prejudice to OMEST’s right to be refunded any cost that OMEST may have sustained (fees, expenses, etc.).

7.3. If the Client’s request reaches OMEST while the order is being carried out, OMEST reserves the right to return or respectively not invoice the shipment costs, net of any expense sustained up to that moment, without prejudice to the possibility to keep the whole amount paid by the Client.

7.4. OMEST reserves the right to cancel at any time shipments that cannot be carried out by OMEST, refunding and not invoicing the amount for the requested shipment.

7.5. In the event of just cause, OMEST is authorized to withhold and suspend all services, effective immediately, for as long as the just cause persists and the risk of recurrence has not been eliminated, excluding any claims for damages from the Client. The Client is responsible for all costs incurred by OMEST due to such events and related circumstances. Just cause, as defined in the previous paragraph, includes, but is not limited to:

• violation of the respective obligations under Articles 3.5, 4.8, and 9 of these GBTC;
• the goods involved in the shipment do not correspond to the information provided by the Client at the time the order was placed (e.g., weight, dimensions, type of shipment, handover to the carrier, etc.);
• the goods involved in the shipment show minor and/or irreparable damage during the various sorting and inspection phases;
• the packaging is deemed unsuitable to continue the shipment;
• delayed payment by the Client;
• initiation of insolvency proceedings under the Italian Business Crisis Code or Article 1 of Regulation (EU) 2015/848 of the European Parliament and of the Council of May 20, 2015, the rejection of the initiation of insolvency or preventive composition proceedings due to a lack of assets, or the registration in the protest information system.

8. Cash on Delivery (COD)

8.1. Where applicable, the Client may request the shipment to be delivered as cash on delivery (COD) by specifying in the waybill, including through designated telematic channels (OLC), the amount and currency to be collected (both in words and numerals) as well as the method of collection (in cash, within the limits set by current legal provisions, or using any other available payment methods for the specific shipment).

8.2. The return of COD amounts to the Client will be made according to what was agreed with the Client or as specified in the general and/or customized price lists. If the delivery is not carried out by OMEST but by a courier appointed by OMEST, the return of COD amounts to the Client will be made by OMEST after the appointed courier has paid the amounts to OMEST.

8.3. OMEST is only liable in the case of failure to collect and deliver the COD amount to the Client, according to the method chosen by the Client, and only up to the uncollected COD amount.

8.4. In the case of COD payments made in foreign currency (other than the Euro), OMEST disclaims any exchange rate risk, which remains solely with the Client.

8.5. For COD payments made via checks, OMEST's responsibility is limited to verifying the accuracy of the payee and the amount indicated on the issued check, as well as the presence of a signature. OMEST has no obligation to verify the authenticity of the signature, nor required to confirm that it corresponds to the issuer or that it was made by someone with signing authority. OMEST's obligation is solely to ensure that the check details correspond with the instructions received, specifically regarding the payee, amount, and signature as stated above.

8.6. In cases where COD payment is made by bank check, which must be payable to the Client without exception, OMEST assumes no responsibility for any irregularities, forgeries, or insufficient funds (bounced checks).

8.7. In the event of theft, robbery, or loss of the aforementioned checks, OMEST is only responsible for providing the Client and/or the recipient with a copy of the police report filed with the relevant Public Security Authority, in order to allow the blocking of the check.

8.8. The Client authorizes OMEST, in any case where the recipient fails to make payment using the indicated methods, to deposit and return the shipment, and OMEST will be entitled to charge an additional fee.

8.9. The agreed price for the COD shipment remains due to OMEST even if the recipient refuses the delivery or in any other case where the non-collection is due to causes beyond OMEST's control. The parties expressly agree that OMEST is entitled to offset COD amounts collected with any claims OMEST may have against the Client.

9. Excluded Goods

9.1. The shipment of the following items is expressly prohibited— and therefore excluded from OMEST’s service: money in any currency, gold, antiquities, liquors, revenue stamps and/or stamps (including collector’s stamps), precious metals, firearms, alcoholic beverages, plants, drugs, works of art, precious stones, furs, valuable watches, explosives, animals, foodstuffs, perishable goods, securities of any kind or payable to the bearer, indecent, obscene and pornographic items, industrial coal and diamonds, bank cheques, tobacco products, traveller’s cheques; any other item that OMEST, at its discretion, deems unsuitable for shipment; and all goods subject to IATA restrictions, including hazardous or flammable materials, and any other goods whose transport is prohibited by the laws, regulations, or statutes of any country from or through which the shipment may be carried.

9.2. Additionally, the shipment of hazardous and dangerous goods is expressly prohibited, including flammable, explosive, polluting, radioactive, toxic, contaminating, harmful, infectious, and magnetic materials, even if their quantities fall below the limits set by the ADR regulations (European Agreement concerning the International Carriage of Dangerous Goods by Road, Law 1839/62) and IATA.

9.3. The Client undertakes not to ship any of the items listed in Articles 9.1. and 9.2. under any circumstances. Should the items referred to in Articles 9.1. and 9.2. be included in a shipment or accepted without the knowledge of OMEST or the appointed courier, OMEST disclaims all liability in this regard, and the Client agrees to fully indemnify and hold OMEST harmless from any liability and damages in this regard. In any case, OMEST’s liability for the loss, damage, or deterioration of the goods is excluded, even if the shipment was accepted by OMEST or the appointed courier for any reason.

9.4. The shipment of perishable food products is expressly prohibited and therefore excluded from OMEST’s service. The shipment of non-perishable food products that are properly packaged and wrapped in accordance with applicable regulations is allowed at the Client’s sole risk, except for those that can only be transported under controlled temperatures and, subject to the signing of the supply contract and the relevant service request form, diagnostic samples and pharmaceutical products for transport at ambient or controlled temperatures. In any case, OMEST reserves the right to accept parcels for transport based on their contents, weight, and volume in accordance with applicable regulations.

10. Processing of Personal Data

10.1. OMEST processes the personal data of its Clients and third parties confidentially. Data processing is carried out according to the principles of fairness, legality, and transparency, in accordance with applicable regulations.

10.2. In full compliance with the provisions on personal data protection, as established by Legislative Decree No. 196 of June 30, 2003, as amended, as well as Regulation (EU) No. 2016/679 (“GDPR”), by accepting these GBTC, the Client expressly consents to the processing of their personal data. By accepting these GBTC, the Client also declares that they have received, read, and taken note of the data protection information provided in the aforementioned legal provisions and accept it without reservation.

10.3. The Client expressly authorizes OMEST to inform them, through the contact details provided to OMEST, regarding innovations and updates to products and services, as well as general news (including via newsletters or similar communications).

11. Exclusive Jurisdiction and Applicable Law

11.1. These GBTC are governed exclusively by Italian law, which applies to all contractual relationships entered into by OMEST.

11.2. Unless a mandatory jurisdiction is required by law, the court of Bolzano (Italy) shall have exclusive jurisdiction. However, OMEST is free to assert its rights at the Client’s place of business or residence.

12. Final Provisions

12.1. If one or more provisions in these GBTC, or in any other agreement, are found to be wholly or partially invalid or void and/or result in a gap in the corresponding document, the validity, legality and applicability of the remaining provisions included in the GBTC or in the corresponding document will not be in any way affected or compromised. The invalid or missing provision will be replaced by a new and legally valid provision that will be as close as possible to the economic objective pursued by OMEST. Should one provision include an invalid measure, such measure is replaced by a legally valid measure that is as similar as possible to the one that is being replaced.

12.2. For anything not expressly regulated in these GBTC, the relevant legal provisions shall apply.

12.3. In addition to these GBTC, the general terms and conditions of Federspedi and the provisions of the Convention on the Contract for the International Carriage of Goods by Road (CMR) shall apply.

12.4. These GBTC have been drafted in Italian and translated into English. In case of any doubt, the Italian version of the General Business Terms and Conditions shall prevail over any translated versions.