Art.1) Contractual regulation – 1.1) These general terms and conditions of purchase, unless otherwise expressly agreed to in writing, govern all present and future relations between the parties. Any general conditions of the supplier shall not apply in said relations unless explicitly accepted by us in writing. In such case, however, unless explicitly waived they shall not exclude the effectiveness of these general conditions with which they shall be harmonized. 1.2) Acceptance to these general conditions as well as the conclusion of subsequent contracts between the parties governed by them does not, unless otherwise agreed in writing, imply the granting of any exclusivity to the Supplier.

Art.2) Contract formation – 2.1) Obligations arising from this order shall be binding on us subject to acceptance by the supplier, of our general conditions of purchase. For this purpose, acceptance that has already occurred in previous dealings between the parties shall be deemed valid. 2.2) Only orders in writing will be valid, by which is meant also those sent by fax, without prejudice for the obligations of the Purchaser, what is indicated in point 2.1) above. Our order is considered accepted by the Supplier when there are missing reports reported to us also by fax; in this way it will be confirmed that your acceptance has passed the 15 days. without any contraindications.

Art.3) Terms of Delivery 3.1) It is our imperative requirement that the individual components of the plants to be prepared for our customers reach us within the agreed deadlines to avoid delays in the assembly and start-up of the plants or storage problems. In case of non-compliance with the agreed delivery time, the Buyer will accordingly be entitled to a) if the delivery is earlier than agreed, the payment terms shall also begin from the contractually fixed date; b) if it is delayed, the terms will start from the new delivery date and payment will be further postponed by a period of time equivalent to the days of delay that would result in the supply of the plant by Unicomgroup to its customers. If the delay causes further harmful consequences, the Buyer will apply a penalty equal to 0.3% of the total amount of the delivery for each consecutive day of delay with respect to the deadline set for full completion, up to a maximum of 5%. 3.2) However, it will be at the Buyer’s right, should the delay in delivery of the piece ordered exceed 30 days, unless expressly agreed extensions or the occurrence of force majeure to consider the contract terminated subject to compensation for damages, and to make other arrangements for the purchase of the piece itself with the consequences referred to in Article 1516 of the Italian Civil Code.

Art.4) Carriage – The carriage risk will be at Seller’s charge until the moment when the item ordered by Unicomgroup becomes available to the recipient of the products supplied. These shall be carefully prepared by the Seller even when the shipping and packing costs are not included in the supply.

Art.5) Defective supply – Warranty terms

If, during the warranty period 24 months from delivery, defective parts are found among the supplied products reported by the Buyer within 15 days from the discovery even by fax confirmed by registered letter (even if received by the Seller after this deadline), it shall be at the right of the same Buyer to request the replacement or repair of the defective component and/or to provide it directly in urgent cases, if the Vendor is not able to promptly arrange for this in such a case the right of the same Buyer to compensation for damages resulting from the delayed use of the defective product shall remain unaffected, except for the return to the Seller, at its request of the part eventually replaced.

Art.6) Terms and methods of payment – 6.1) Payments may be arranged only upon invoicing in which all the particulars and particulars relating to the written order issued by the Buyer are given; if, in the case of urgent supplies, these are put into execution before the written order is received by the debtor, the Seller may have these details indicated by the Buyer by fax. 6.2) Payment terms are set at 120 days end of month invoice date, direct remittance (wire transfer). The Buyer shall have the right to withhold 10% of the invoice amounts until the elimination of any defects found on the supply. The invoice must be received in duplicate. For technical/administrative reasons, payment at the end of the month, within the above terms, can be made in a timely manner only if the invoice itself is received within 15 days after invoicing date. Otherwise, the effective date will be the date of receipt of the invoice itself. 6.3) For the type of Unicomgroup activity, the credit arising from the supply cannot be subject to assignment or delegation in any form whatsoever. 6.4) The supplier, with the confirmation of the order received, undertakes not to supply similar products, spare parts and/or services related to the supply of the order, to the end customer of Unicomgroup spa, providing to point out to Unicomgroup spa the request for supply received from the End Customer, and providing to send it the relative offer. Unicomgroup spa will directly provide for the submission of the offer to the end customer by defining its prices and revenues, for a period of 3 years from delivery/testing, if necessary.

Should direct supply take place without written authorization from Unicomgroup spa, the supplier will be subject to a penalty on the amounts supplied equal to 30% of the amounts invoiced to the end customer, in the period between the date of acceptance and the following three years, without prejudice to the quantification of the greater damage as regulated by the Italian Civil Code in force.

Art.7) Samples, drawings and technical documents – Any models and drawings relating to the preparation of components ordered by us and any drawings prepared in accordance with our instructions, or owned by us and made available to the Supplier, may not be reused by the Supplier or made accessible to third parties and must be returned immediately after the order has been fulfilled, even without express request from us. The Supplier may indicate in reference lists names of Unicomgroup customers only with the express authorization of the latter. Violation of these commitments will result in Unicomgroup’s right to compensation for damages and in any case to the devolution in its favor of any benefits obtained by the Seller.

Art.8) Manufacturer’s liability for damages to third-party purchasers of the supplied equipment – The Seller indemnifies Unicomgroup from all damages to persons or property that were originated by the components supplied by him, including indirect or consequential damages, loss of production and lost profits that were recognized to the agreed third party or the occurrence of force majeure, to consider the contract terminated, except for the compensation damaged.

Art.9) Validity of clauses – In the event that individual clauses of these conditions of purchase are deemed invalid or ineffective, contracts made on the basis of them shall be supplemented and interpreted as if they contained all clauses that would enable the essential purpose pursued by the agreement to which these clauses refer to be achieved in a manner consistent with law.

Art.10) Jurisdiction – All disputes arising from the negotiations stipulated between the parties, the competent Court shall be that of Ferrara (Italy). However, it will be at the Buyer’s option to take action at the Supplier’s place of jurisdiction.