General Terms of Supply

1. Scope and precedence

These General Terms of Supply apply to B2B LUMIFOLD supplies for architectural cladding and habitable containers unless special terms are set out in a quotation, order confirmation, framework agreement or technical specification. Signed contracts and accepted special terms prevail.

2. Contract formation

RFQs, catalogues and preliminary quotations are not irrevocable offers. A contract is formed upon written acceptance of a UESE quotation or UESE order confirmation. Subsequent changes require written approval and may affect price, timing and specifications.

3. Specifications, samples and tolerances

Drawings, renders and samples are descriptive unless expressly incorporated into the contract. Industrial tolerances and reasonable variations in colour, gloss, texture and batch appearance may apply.

4. Architectural cladding

Compatibility with substrates, wind actions, movement, insulation, fire strategy, drainage, earthing and LED integration must be established in the executive design. Existing substrates, waterproofing, scaffolding and upstream systems are excluded unless expressly included.

5. Habitable containers

Model, configuration, destination, climate, utilities, final use, stacking and local regulatory requirements must be defined. Foundations, permits, connections, drainage, access and local approvals remain the customer’s responsibility unless expressly included.

6. Markings, certifications and documents

CE marking, ETA, DoP, test reports, container markings, CSC or other documents are supplied only where applicable to the specific configuration and expressly stated in contractual documentation. UESE management-system certifications do not automatically certify each product.

7. Prices and adjustment

Prices exclude VAT, duties, customs costs, permits, crane operations, unloading and ancillary works unless otherwise stated. Exceptional changes in raw materials, energy, freight, duties or regulatory requirements may trigger adjustment where contractually provided.

8. Payment and suspension

Deposits, milestones and balances are defined in the quotation. Late payment may justify suspension of production, delivery, support or document release, subject to applicable law and contract.

9. Production and delivery

Lead times start when order, deposit, approvals and technical information are complete. Unless expressly essential, dates are planning estimates and may change due to customer changes, materials, logistics or force majeure.

10. Transport, Incoterms, unloading and risk

Delivery terms, costs and risk transfer are defined in the quotation, preferably by Incoterms® 2020 where relevant. Container customers must disclose access, ground bearing, manoeuvring space and lifting arrangements. Waiting time, storage, demurrage/detention and unplanned special transport may be charged.

11. Inspection and claims

Customers must inspect quantity, visible condition and documents on receipt and record carrier reservations where appropriate. Apparent defects must be notified promptly; latent defects within a reasonable time after discovery and within the applicable warranty period.

12. Warranty

Warranty covers supply-attributable defects within the period stated in the contract or required by law. Exclusions include wear, improper installation, unauthorised modification, inadequate maintenance, undeclared corrosive environments, misuse, vandalism, exceptional events and third-party works.

13. Liability

Except for fraud, gross negligence or mandatory liability, UESE liability is limited to foreseeable direct loss and, where validly agreed in B2B, to the value of the affected supply. Indirect loss and loss of profit are excluded to the extent permitted by law.

14. Intellectual property

Drawings, profiles, connection systems, software, documentation, renders, trademarks and know-how remain the property of UESE or their respective owners. Dedicated tooling does not transfer IP unless expressly agreed.

15. Confidentiality

Each party shall protect confidential technical, commercial and financial information received during negotiations and performance.

16. Compliance, export controls and sanctions

The parties shall comply with anti-corruption, HSE, environmental, export-control, sanctions, customs, labour and data-protection requirements. UESE may suspend operations that could expose it to regulatory breaches.

17. Force majeure and hardship

Neither party is liable for delays caused by events reasonably beyond its control, including disasters, war, strikes, shortages, major cyber incidents, energy disruption, authority measures and logistics blockages.

18. Distributors and resellers

Distributor status requires a written agreement. Resellers may not bind UESE, alter technical documents or use trademarks beyond authorised limits. Territory, exclusivity, minimums, stock and service obligations require a separate agreement.

19. Governing law and jurisdiction

Unless otherwise agreed in writing, Italian law applies. For B2B relationships, the courts of Milan have exclusive jurisdiction, without prejudice to arbitration clauses or mandatory rules. Mandatory consumer protections remain unaffected where applicable.

Extended enterprise supply framework

Engineering and approved documentation

The specific supply is defined by the latest UESE-approved quotation, order confirmation, technical specification, approved drawings and expressly incorporated attachments. Website renders and preliminary files are not executive documents. Manufacturing and installation tolerances are those stated in approved documents, applicable standards or otherwise reasonable for the relevant manufacturing process.

Architectural cladding division

Unless a turnkey scope is expressly included, the Customer is responsible for substrate verification, geometry, load-bearing capacity, anchor compatibility and project actions such as wind, seismic, snow, impact and fire. Finish appearance is subject to approved samples and reasonable industrial tolerances. LED drivers, wiring, power supplies and control protocols are included only where expressly quoted and must be coordinated with the project electrical system.

Habitable container division

Transportability as a container does not automatically authorise residential or hospitality use at destination. Local planning, building, hygiene, fire, energy, accessibility and utility requirements remain the Customer's responsibility unless expressly included. CSC status, where relevant, applies only when documented for the specific unit and may be affected by structural modifications or fit-out. Final site connections must be made by locally qualified personnel.

Product conformity and markings

UESE supplies product-specific conformity documentation required by law and the quotation. Construction products may be subject to Regulation (EU) 2024/3110 and applicable harmonised specifications or ETA; electrical assemblies may be subject to LVD, EMC, RoHS and related requirements; internationally transported containers may be subject to CSC and carrier rules. Management-system certifications do not replace product-specific conformity evidence.

Delivery, Incoterms and site readiness

Delivery point, cost allocation and transfer of risk are those stated in the quotation. Any Incoterm refers to Incoterms® 2020 unless otherwise stated. Unless expressly included, unloading, cranes, site handling, access permits, storage areas and site readiness are the Customer's responsibility. Demurrage, detention, storage, waiting and similar costs caused by inaccurate instructions or an unavailable site are allocated according to responsibility and the agreed delivery term.

Inspection, claims and warranty

FAT, SAT and third-party inspections apply only when quoted. Visible transport damage should be recorded on transport documents and photographed promptly. Claims should identify product, lot/serial, issue, evidence and operating conditions. Warranty duration and scope are stated in the quotation or warranty certificate. Normal wear, omitted maintenance, undeclared corrosive environments, incorrect installation, defective supports, unauthorised changes, unsuitable utilities, exceptional weather, vandalism and force majeure are excluded to the extent permitted by law.

Intellectual property and tooling

Know-how, drawings, software, models, jigs, tooling and technical documents remain the property of UESE or licensors unless expressly transferred. Payment for engineering or tooling does not by itself transfer intellectual-property ownership. The Customer receives only the rights necessary to use the specific supply.

Compliance, sanctions and export control

The parties shall comply with applicable anti-bribery, anti-fraud, anti-money-laundering, health and safety, labour, environmental, competition, sanctions and export-control requirements. UESE may suspend performance while required checks or licences are pending.

Governing law and CISG

Unless otherwise agreed, the contract is governed by Italian law. For international sales, the 1980 Vienna Convention (CISG) is excluded unless expressly incorporated. B2B disputes are subject to the courts of Milan, Italy, unless another forum or arbitration mechanism is expressly agreed or mandatory jurisdiction applies.

33. Annex A — Architectural cladding: project-specific technical allocation

Unless a quotation expressly includes engineering services, UESE supplies the LUMIFOLD cladding components against the approved project inputs. The Customer, its architect and structural/façade consultants remain responsible for the building substrate, primary structure, project wind actions, movement joints, fire strategy, thermal/acoustic build-up, drainage philosophy, waterproofing interfaces and compliance of the completed façade with local permitting requirements.

UESE drawings, samples and engineering notes identify only the interfaces within the agreed supply scope. Anchors, brackets, fasteners, membranes, insulation, fire barriers, flashings, perimeter details, electrical power supplies, controls and access equipment are included only where explicitly listed. Any change in substrate, geometry, exposure category, building height, module size, panel perforation, finish or LED configuration after approval may require redesign, re-pricing and revised lead time.

Colour, gloss and surface appearance

Metallic, anodised-look, textured and special-effect finishes can exhibit batch, orientation and viewing-angle variations. The Customer must approve representative samples or agreed control references before production when visual consistency is critical. Minor colour or gloss variations within the coating supplier's declared tolerances are not defects. Replacement panels ordered later may not be visually identical to earlier production batches.

Site installation

Panels must be stored dry, protected from contamination, correctly oriented and handled with non-marking equipment. Protective films, where used, must be removed within the manufacturer's recommended period. Incorrect storage, cutting, drilling, site modification, incompatible sealants, contact with aggressive chemicals, trapped moisture or dissimilar-metal corrosion may void the affected warranty.

34. Annex B — Habitable containers: site, transport and utility conditions

Habitable container modules are industrial products that become part of a site-specific accommodation project. Unless expressly included, the Customer is responsible for planning permission, zoning, foundations/support points, external drainage, utility networks, fire access, accessibility, local climatic design criteria, site security and the suitability of the final use.

Standard transportability does not mean that every fitted-out module can be carried under every transport regime without preparation. Loose furniture, glazing protection, external equipment, awnings, stairs, HVAC outdoor units, sanitary traps and other elements may require transport locks, removal or separate shipment. The quotation shall identify the agreed transport configuration and any items shipped separately.

Arrival inspection and unloading

The Customer must ensure a safe and accessible unloading area, adequate ground bearing capacity, lifting equipment of sufficient capacity, certified lifting accessories and competent personnel unless those services are contracted to UESE. Visible transport damage must be recorded on the carrier's documentation and notified without delay with photographs. Concealed damage must be reported within the period stated in the quotation or, if none is stated, within a reasonable period after discovery.

Commissioning

Electrical, water, drainage and HVAC systems must be connected by competent personnel in accordance with the approved interface drawings and local rules. Final energisation, pressure testing, drainage checks, RCD/earth verification, hot-water commissioning and HVAC start-up must be recorded where required. Site modifications not approved by UESE may affect safety, certification and warranty.

35. Annex C — Packaging, preservation, warehousing and logistics

Packaging is designed for the agreed route and mode of transport. Standard packaging does not automatically include long-term outdoor storage, seaworthy export packing, fumigated timber, desiccants, vacuum wrapping or special corrosion protection unless expressly stated. Where products are stored before installation, the Customer must follow the storage instructions and maintain traceability of crates, panels, hardware kits and container modules.

Returnable racks, special stillages, lifting beams or reusable packaging remain UESE property where stated and must be returned in the agreed condition and period. Delayed return may be invoiced. Disposal of non-returnable packaging at destination is the Customer's responsibility unless otherwise agreed.

36. Annex D — Quality records, inspection and traceability

UESE may operate inspection and release controls appropriate to the product and project, including incoming-material verification, dimensional checks, coating or visual checks, electrical/plumbing tests, functional checks and packing release. The precise inspection and test plan, witness points, acceptance criteria and deliverables are defined in the quotation or quality plan where required.

The Customer must identify any mandatory third-party inspection, authority witnessing or project-specific documentation before order acceptance. Late requests may affect price and schedule. Where traceability is required, labels, serial numbers, batch records or QR references must not be removed before installation and handover.

37. Annex E — Warranty administration and exclusions

A warranty claim must identify the order, product/module, serial or batch reference where available, location, installation date, defect description, photographs and any relevant maintenance records. UESE must be given a reasonable opportunity to inspect or request samples before destructive remedial work is undertaken, except where immediate action is reasonably necessary to prevent injury or material property damage.

Unless expressly covered, warranty excludes normal wear, consumables, lamps/LED drivers beyond their specific component warranty, unauthorised modifications, vandalism, accident, improper lifting, transport after delivery, unsuitable foundations, voltage or water-quality issues, blocked drains, condensation caused by misuse, lack of ventilation, aggressive environmental exposure beyond the agreed category, failure to maintain coatings/seals, and damage caused by third-party works.

38. Annex F — Change management and configuration control

After technical approval or production release, changes must be requested in writing. UESE may issue a change-order proposal identifying technical consequences, revised documents, cost impact, material already committed, scrappage/rework, and schedule impact. No change is binding until accepted in writing. If a change is required by law or authority after order acceptance, the parties shall cooperate in good faith to assess its effect on price and delivery.

39. Annex G — Cybersecurity, digital files and intellectual property in project delivery

Project files may be exchanged electronically. Each party shall apply reasonable cybersecurity measures and promptly notify the other of a suspected compromise materially affecting project data. CAD/BIM, configuration data, control logic, product drawings and technical files supplied by UESE remain subject to the licence and intellectual-property clauses of these Terms. The Customer may share them only with project participants who need them for the relevant project and who are subject to appropriate confidentiality obligations.

40. Annex H — Contract review checklist

This checklist is operational guidance and does not replace the signed quotation/order documentation.