Version:

October 2023

Country Specific Terms

Italy
If the contracting TD SYNNEX Entity is
TD SYNNEX Italy s.r.l.

Via Leone Tolstoi 65 cap, 20098,

San Giuliano Milanese (Milano), Italy
Company No: 1141431
VAT: IT07092780159

the following Country Specific Terms shall apply:

Clause of Terms and Modification/Supplement

Conditions

2.2 After the existing clause 2.1., the following clause shall be added:
“For the suppling of TD SYNNEX Services TD SYNNEX may require specific terms that
may be different from these Terms and Conditions. Such local additional terms (the
“Local Additional Terms”) take precedence for such country in case of a conflict with
these Terms and Conditions regarding the suppling of TD SYNNEX Services. The Local
Additional Terms can be found at: https://eu.tdsynnex.com/InTouch/MVC/Microsite/
Public?categorypageid=1178&msmenuid=15153&corpregionid=50&culture=”

4.1 Clause 4.1 shall be deleted and replaced by the following clause:
“Any offerings on TD SYNNEX’s website, in materials, quotes or otherwise, are non-binding invitations
to tender only. They do not constitute any public offer (offerta al pubblico) or promise to
the public (promessa al pubblico).”

8.2 Clause 8.2 shall be deleted and replaced by the following clause:
“Where agreed between the parties, TD SYNNEX will apply to Buyer and Buyer is obligated to apply
to its customers the exact same invoicing scheme as set by the Vendor for the specific Vendor service.
While Buyer may be entitled to collect payments from its customers in the course of ordinary business,
Buyer agrees to assign all of its future receivables under each contract for Vendor services to TD
SYNNEX as security. Buyer undertakes to immediately inform its respective customers
of the assignment of the respective claim to TD SYNNEX. TD SYNNEX reserves the right
to disclose this assignment to Buyer’s customer and proceed to collect such receivables directly from
Buyer’s customer. Where permitted by local law, any payments collected by Buyer from its customer
but not yet due under the Vendor’s invoicing scheme must be secured by Buyer to be available to TD
SYNNEX in the event of an insolvency.”

9. Clause 9 shall be deleted without replacement.

11.3 Clause 11.3 shall be deleted and replaced by the following clause:
“Subject to Clause 11.1 and to the extent permitted by applicable law, Buyer’s sole remedy for TD
SYNNEX’s breach of its warranty under Clause 11.2 are, at TD SYNNEX‘s choice: (i) repair of the
Products; (ii) replacement of the Products; or (iii) the return of the Product and refund of the purchase
price paid. For Products purchased in Italy only Buyer as a professional customer shall
be liable towards consumers for the conformity obligation in derogation of the Italian
Consumer Code D.lgs. 206/2005.”

16. Clause 16 shall be deleted and replaced by the following clause:

“TD SYNNEX is permitted to assign or transfer to any TD SYNNEX Entity or any other third party or
otherwise dispose of the Agreement or any of its rights and obligations thereunder without consent
of Buyer. TD SYNNEX undertakes to immediately inform Buyer of the assignment of the
respective claim to a third party. Buyer is not permitted to assign or transfer to any third party
or otherwise dispose of the Agreement or any of its rights and obligations thereunder without prior
consent of TD SYNNEX in written form or Electronically which shall not be unreasonably withheld.”

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 Version:
October 2023

18. After the existing clause 18.5, the following shall be added:
“18.6 The Buyer declares to be aware of: applicable law re-garding corporate quasi criminal liability
and, in particular, the content of Legislative Decree no. 8 June 2001 n. 231 („De-cree“); the content
of the Code of Ethics („Code of Ethics“) and the Organizational, Management and Control Model
(„Organizational Model“) adopted by TD SYNNEX pursuant to the Decree and available upon request.
18.7 The Buyer agrees to refrain from behaviours which may result in breaches of the abovementioned
law and, within the scope of its competence, undertakes to comply with the con-tent and principles
contained in the Code of Ethics, the Or-ganizational Model and its protocols.
18.8 The Buyer takes note of the fact that, the breach of the above clause is sanctioned, depending
on the severity of the offense committed, in accordance with the Disciplinary System adopted by TD
SYNNEX, that the Buyer has read and under-stood.
18.9 The Buyer represents and ensures that: (i) no penalty order, no conviction, even if it has not
become final, no sen-tence for which the punishment is to be applied on request pursuant to art. 444
of the Italian Criminal Code has been issued against its representatives/directors/administrators and
no proceedings are pending, even in the investigation phas-es, relating to offences provided by the
Decree; (ii) no pro-ceeding is pending against the Buyer, at the investigation stage, pursuant to the
Decree, nor it has been defined by a conviction, even if it has not become final, or by a sentence for
which the punishment is to be applied on request pursuant to art. 444 of the Italian Criminal Code.
The Buyer undertakes to immediately inform TD SYNNEX in the event that criminal proceedings are
instituted against its representa-tives/directors/administrators and/or the company itself for one of
the offences provided by the Decree.”

28. After the existing clause 28, the following shall be added:
“List of unfair clauses to be specifically and separately approved in written from:
Pursuant to Article 1341 of the Italian Civil Code, Buyer hereby confirms to have
read and understood, and to ac-cept to be bound by the following provisions: 1.2
(exclu-sion of Buyer’s terms and conditions); 2.2. (application of Local Additional
Terms & Conditions); 3, 7 (application of Vendor pass-through terms); 1.3 (order of
precedence of the agreements in force with the Buyer); 4.2 (irrevocability of Buyer’s
orders); 4.4 (automatic renewal of existing agreements in case of no notice in the given
term); 5-11.5 (delivery and related obligations, including transfer of risk and custom
clearance); 6.6 (procedure and terms for Buy-er to dispute invoices); 4.2-4.3-6.9 (TD
SYNNEX’s right to grant, adjust and withdraw credit limits and reject individ-ual
orders, and to withdraw from the Agreement); 6.1 (costs, expenses, charges and taxes
not included in pric-es); 6.10 (TD SYNNEX’s right to increase price); 7 (TD SYNNEX’s
right to claim payment of the discount in case of breach of Vendor terms and conditions
by Buyer); 8.2 (credit assignment to TD SYNNEX); 10-11 (notification of defects,
warranty and returns); 11.3 (waiver to Buyer’s right of recourse towards TD SYNNEX
or Vendors); 14-23-25 (limitation of TD SYNNEX’s liability); 16 (Buyer’s prior con-sent
to TD SYNNEX’s assignment of the Agreement or any rights or obligations thereunder,
and Buyer’s duty to ask for TD SYNNEX’s written consent for the assignment of the
Agreement or any rights or obligations thereunder); 22.2 (remedies available in case
of misrepresentations or fraud); 26 (choice of exclusive jurisdiction and TD SYNNEX’s
right to bring disputes before the competent courts of the seat of Buyer).
[date, place]
[Buyer’s signature]”