ENGLISH — GENERAL NOTICE: CLAUSE 16.1

Pursuant to clause 16.1, the language of the Contract is Italian; this English translation is provided solely as a courtesy.

GENERAL TERMS AND CONDITIONS OF SALE WITH INSTALLATION SERVICES

1) GENERAL PRINCIPLES — SUBJECT MATTER — SCOPE OF APPLICATION

1.1 Basca Srl (the “Supplier”) sells the Product to the Buyer and provides the ancillary services described in the Offer and, where applicable, in the Descriptive Documents and Technical Specifications. These General Terms and Conditions of Sale shall be deemed an integral and essential part of the Offers and Contracts entered into and shall therefore govern all contractual relationships between the parties concerning the supply of the Supplier’s components, machines and equipment. Unless expressly derogated from by specific terms contained in the Offers (as defined below) and contracts, they shall prevail over any conflicting clause included by the Buyer in its general conditions of purchase, invoices or correspondence.

1.2 The partial invalidity or ineffectiveness of any clause of these general terms and conditions (CGC) and/or of the Offer and/or of the Contract shall not render the entire clause invalid or ineffective, and the invalidity or ineffectiveness of individual clauses shall not render the CGC, the Offer and/or the entire Contract invalid or ineffective.

1.3 The following shall form an integral part of the contract entered into by the Supplier: a) these general terms and conditions of sale, which shall apply in any event, regardless of the Buyer’s express written acceptance; b) the offers and specific terms expressly indicated and accepted by the Buyer and the Supplier; c) the technical documentation sent by the Supplier to the Buyer; e) the delivery transport document (DDT); f) the invoices.

2) OFFERS — CONTRACTS — SUPPLIES — FORMATION OF THE CONTRACT

2.1 Offers shall be binding for the period expressly stated in the offer. The information contained in catalogues and other illustrative material is indicative only; contracts shall be deemed concluded when received by the Supplier duly stamped and signed by the Buyer on every page, including the attachments. Offers containing the identifying details of the supply to be performed, such as quantity, product type, price and contractual terms, shall be deemed to become an effective and binding contract between the parties when received by the Supplier duly stamped and signed by the Buyer.

2.2 If the Offer, including the definition of the technical characteristics of the goods and the contractual terms, signed and sent by the Buyer, contains changes to the original, no contract shall be deemed concluded or effective. The Supplier shall notify the Buyer that the contract has not been formed because the acceptance does not conform to the offer sent. Any request by the Buyer to amend the contract must be expressly accepted in writing by the Supplier; in the absence of express acceptance, the contract shall have no effect.

2.3 Prices and specific terms of sale agreed by the parties in addition to, or in derogation from, the Offer shall not bind the Supplier in respect of other supplies.

2.4 Where the opening of a letter of credit or the provision of a guarantee is required and the Buyer has failed to arrange it within the agreed period, the Supplier shall be entitled to suspend production and supply activities, terminate the contract, apply the stipulated penalties and claim compensation for any loss exceeding those penalties.

2.5 The Supplier may, at any time, make such modifications to the machines as it considers necessary and/or essential, provided that they do not impair the machines’ fundamental technical and functional characteristics, without the Buyer being entitled to raise objections or claims in that respect.

2.6 Drawings, designs, technical specifications and illustrations attached to or otherwise relating to the supply shall remain the Supplier’s property and may not be used by the Buyer for purposes other than the use and maintenance of the purchased goods. The Buyer further acknowledges that the Supplier owns the trademarks affixed to the goods and that the Buyer acquires no intellectual property rights in those trademarks, which it may neither copy nor imitate. All documents, drawings, quotations, technical reports, assessments, offers, analyses and, in any event, all data or information exchanged between the Supplier and the Buyer before or during performance of the supply shall be deemed transmitted solely for their specific intended use, without any change in ownership or specific rights of use.

2.7 The machinery and goods manufactured and marketed by the Supplier comply with Italian and European Union provisions and have CE and ATEX certification. Unless otherwise agreed in writing, the Supplier makes no representations or warranties regarding the goods’ compliance with the laws, regulations, safety rules and/or technical standards of the country of destination. All expenses and costs of any adaptations shall be borne entirely by the Buyer. In any event, the Buyer must notify the Supplier in writing of any differing rules and/or provisions in force in its country no later than 10 days after receipt of this Offer; on that basis, provided that it is technically feasible and the safe operation of the supplied goods remains assured, the Supplier shall make the necessary and/or requested modifications within the time required, at the Buyer’s cost and expense.

2.8 Any requests by the Buyer to modify and/or supplement the design and manufacture of the goods after conclusion of the contract must be made in writing. Without prejudice to the binding effect of the contract entered into, the Supplier reserves the unilateral right, at its sole discretion, to accept or reject the Buyer’s requests after checking the feasibility of the modifications and/or additions, including their possible unsuitability for the machinery and/or the risk of altering or compromising its proper operation and/or performance.

2.9 The costs and charges required to implement the modifications and/or additions requested by the Buyer shall be borne exclusively by the Buyer and shall be determined and quantified by the Supplier; the Supplier shall not be obliged to carry them out until the parties have reached a written agreement on their consequences and impact on the delivery period and on the additional charges and costs.

2.10 Once the contract has been concluded, the Buyer may under no circumstances cancel it and/or the order; if the Buyer wishes to do so, it must submit its request to the Supplier in writing. Within the following 10 days, the Supplier may, at its sole discretion, accept the request, notifying the Buyer of the charge for doing so, or reject it. If expressly accepted, cancellation of the order shall take effect only when the Buyer has paid the amount specified by the Supplier within the prescribed time; otherwise, the Buyer must collect and pay for the goods as contractually agreed. In determining the cancellation charge, the Supplier may take into account all expenditure incurred for supplies, including raw materials or stocks that cannot otherwise be used, specific and other equipment, the unamortised portion of study and design costs, commercial and administrative activities and, in any event, all direct and indirect costs or consequences having economic significance.

3) PRICES

3.1 Unless otherwise expressly specified in the Offer, the prices of the goods shall always be increased by the applicable statutory VAT and shall be Ex Works at the Supplier’s premises in Formigine (Mo), Italy, excluding packaging, which shall be charged separately. At its discretion and taking account of its internal productivity and work organisation conditions, the Supplier shall adjust machine prices based on movements in the principal cost items as shown by official surveys, such as raw materials, labour costs and similar items. The Supplier may specify in its offers the periods for which the proposed terms shall remain valid. Unless otherwise agreed, prices shall always be expressed in euros and shall exclude all taxes, duties, charges, disbursements and transport costs. The Supplier shall invoice the Products in accordance with its standard practice or the contractual arrangements agreed with the Buyer.

3.2 Unless otherwise agreed in writing, the Buyer shall bear customs duties, taxes and levies of every kind and nature and all charges payable in connection with the sale contract. The Buyer must reimburse any amount advanced by the Supplier. Unless otherwise agreed and specified in the offer, all expenses relating to letters of credit, bank guarantees, collection, presentation of documents, stamp duties on bills of exchange and other charges of this kind shall be borne by the Buyer. Under no circumstances may the Buyer set off or reduce the consideration due against any claim for damages for alleged faults or defects in the goods supplied.

4) PAYMENT TERMS

4.1 Unless otherwise agreed in writing, the price of the goods and any other amount payable to the Supplier on any grounds shall be net, payable at the seller’s place of business, and settled within the periods and in the manner specified in the offer.

The Buyer must make payments exactly on the agreed due dates. Failure to comply with payment periods and terms shall release the seller from all delivery and performance obligations, including those relating to goods other than those affected by the failure, and shall entitle it to demand the late-payment penalties provided for in the offer or contract, demand and collect the entire outstanding debt before its due date, and terminate the contract, retaining the amounts paid by the buyer up to that time as a penalty and without prejudice to compensation for any greater loss.

4.2 The Buyer may not rely on any breach by the Supplier unless its payments are up to date; any breach by the Supplier shall not entitle the buyer to suspend or delay payments. If the Buyer fails to comply with its obligations to pay on time, then, without prejudice to default interest on unpaid amounts at Euroribor plus seven percentage points, the Buyer shall pay the Supplier the penalties specified in the Offers and contracts without any demand being required. The Supplier is authorised to issue an invoice for interest and send it to the Buyer and may, at its sole discretion, apply all subsequent payments by the Buyer first to settlement of the invoice for interest and expenses and only thereafter to payment of the outstanding balance for the Product supplied.

4.3 If payment of the price or any part of it is delayed by more than 10 days, the Buyer shall, without prejudice to the above default interest, be entitled to suspend its performance and supplies. If the delay exceeds 30 days, the Supplier may terminate the contract by simple written notice to the Buyer and demand, in addition to accrued interest, the outstanding balance of the price, a penalty equal to 15% of the value of the supply and compensation for any loss suffered. Any advance payments made shall be retained permanently by the Supplier.

5) DELIVERY — TRANSPORT

5.1 Unless otherwise specified in the offer, Delivery shall be Ex Works at the Supplier’s premises (Formigine, Modena). The delivery period shall be that stated in the offer, shall run from receipt of the offer duly signed by the Buyer and payment of the required advance, and shall be indicative only. The Supplier shall be required to observe the delivery times agreed with the Buyer; however, the delivery date shall in no event be of the essence for due performance of the contract, and the Buyer waives the right to seek termination and any damages and/or penalties for failure to meet the delivery deadline. In any event, the periods shall run from completion by the Buyer of its contractual or statutory obligations (for example, import licences, authorisations, etc.) or other formalities, and from payment of the advances and provision of the contractually required payment guarantees. The running of the delivery periods shall remain suspended until the Buyer has communicated all technical and administrative information necessary for due performance of the contract.

5.2 The Delivery Period shall automatically be extended by a period equal to the Buyer’s delay in paying any portion of the Price due as an advance or in communicating the technical data requested by the Supplier from the Buyer for development of the Supply, or any other information requested for performance of the Contract. If modifications to the Product are agreed in writing by the Parties after the date of conclusion of the Contract, the Delivery Period shall automatically be extended by the time required to make those modifications.

5.3 The Buyer must collect the goods within the periods stated in the offer or contract. If that period expires without collection by the Buyer, or in any other case of delayed delivery for reasons attributable to the Buyer, the Buyer shall bear all risks and costs relating to the uncollected goods, without prejudice to compensation for any greater loss suffered by the Supplier. If shipment is delayed for reasons attributable to the Buyer, or if the Buyer fails to collect the goods from the Supplier’s premises no later than 15 days from the date of notification that the goods are ready, storage at those premises shall be charged at EUR …………… for each day of delay, for a maximum period of ……… days. The Supplier may in any event decide to store the goods with third parties at the Buyer’s risk and expense, and the Buyer shall bear all related costs. If the periods specified in the offer and/or contract and those stated above expire without the Buyer having collected the goods, or if the Buyer refuses to receive them within the agreed delivery periods, the Supplier may, at its discretion: terminate the contract as of right, retain advances already received, demand reimbursement of storage costs incurred, demand full payment of the outstanding balance of the Supply price and claim compensation for the loss suffered.

6) ASSEMBLY/INSTALLATION

6.1 The Supplier shall carry out assembly and installation using its own personnel or appointed third parties.

6.2 The Buyer must store and maintain the delivered goods in the best possible condition and prepare the materials, premises, equipment and accessories required for assembly/installation, as well as ensure the availability of its personnel. The premises where the goods are installed must be protected and equipped with appropriate civil engineering structures and the necessary connections (lighting, power, water, internet and Wi-Fi, etc.). The Buyer shall be responsible for ensuring a safe workplace for the personnel assigned to assembly/installation throughout the works and for ensuring compliance with all occupational health and safety rules.

6.3 The Buyer shall be responsible for assessing risks, including those arising from overlapping work activities, adopting and ensuring all appropriate measures and taking the necessary action to ensure that occupational health and safety rules are applied and observed.

6.4 Before assembly/installation work begins, the Supplier shall inform the Buyer in good time of the auxiliary labour, installation materials and other equipment that the Buyer must provide free of charge to enable the work to be carried out. If the Buyer fails to provide what is requested, the Supplier may suspend its activities or demand advance payment from the Buyer of the additional costs required to source and obtain those materials/equipment directly.

6.5 The Supplier reserves the right to reschedule the start date of assembly/installation if the work cannot begin within the agreed periods for reasons attributable to the Buyer; the new date shall be agreed between the Parties.

6.6 If, for reasons attributable to the Buyer, assembly/installation cannot be performed within two months of shipment, the Supplier shall no longer be obliged to carry out assembly and acceptance testing. Following termination of the contract as of right pursuant to Article 1456 of the Italian Civil Code, it shall be entitled to repossess the supplied goods and permanently retain the payments already made by the Buyer as a penalty to compensate for loss relating to the activities performed and costs incurred, without prejudice to compensation for any greater loss; alternatively, it may demand from the Customer the outstanding balance of the price of the goods plus a penalty equal to 5% of the value of the supply, permanently retaining any advances already paid and without prejudice to compensation for any loss exceeding that amount.

6.7 In the absence of an express written agreement to the contrary, the Buyer shall be responsible for: transport; unloading the goods from the vehicle; lifting the machinery to installation height; lifting equipment required to unload the goods comprising the supply and for on-site assembly; masonry, foundation and waterproofing works; materials required to anchor the individual machinery components; provision of scaffolding, ladders and equipment for access to working areas in compliance with applicable safety laws and regulations; provision of motive power; supply systems for the machinery covered by this contract; connection of the goods covered by this contract to those systems; water, electricity and air supplies and connections; safekeeping and surveillance of the goods and taking out an insurance policy with a leading insurer covering third-party liability, theft, fire and accidents to protect the Supplier’s appointed personnel, the installation work and the supplied goods; electrical or mechanical modifications to the Buyer’s machines with which the supplied machinery may need to interface; voltage stabilisers or mains power-factor correction equipment; cable ducts external to the machinery; extraction and soundproofing systems; labour to assist the Supplier’s personnel during installation and equipment for that labour; commissioning and personnel training for periods longer than those provided for under the parties’ agreement.

7) ACCEPTANCE TESTING

7.1 The Supplier shall conduct Pre-shipment Acceptance Testing (FAT) at its premises in the manner and in accordance with the time limits and instructions set out in the attached FAT Form (Factory Acceptance Test). Following successful completion of those Tests, the parties shall sign the corresponding report and the Supplier shall Deliver the goods.

7.2 The Supplier shall give the Buyer at least 10 days’ written notice of the date on which the goods will be ready for pre-shipment testing and acceptance and shall ensure that they are made available to the Buyer so that the checks and tests can be performed within the ……. days following the stated date.

7.3 Upon successful completion of the FAT, the parties shall sign the corresponding report certifying that the pre-shipment FAT has been successfully completed, that the goods have been accepted and that they may be delivered to the Buyer for shipment.

7.4 If the pre-shipment testing and acceptance results are unsuccessful and/or partially unsuccessful, the Supplier shall remedy the defects recorded in the corresponding report within a reasonable period. The tests and checks shall be repeated in the same manner as the first tests. Any repeat testing shall be confined to verification of the specific machinery defect recorded in the previous test report. In no event shall the Buyer be entitled to raise defects falling outside the scope of the second tests.

7.5 Final Acceptance Testing (SAT) shall be performed at the Buyer’s premises after installation in the manner and in accordance with the procedures set out in the attached SAT Form (Site Factory Test). If the Buyer does not permit Final Acceptance Testing, or if it is not performed within ….. days of Installation for reasons attributable to the Buyer or for any reason not attributable to a serious breach by the Supplier, Final Acceptance Testing shall be deemed to have been successfully completed. The Buyer shall prepare in good time everything necessary or merely appropriate for the proper conduct of Final Acceptance Testing on the agreed date. All expenses necessary for Final Acceptance Testing, including the provision of test pieces, shall be borne by the Buyer.

7.6 Successful Final Acceptance Testing shall constitute final Acceptance of the goods. Testing shall be deemed to have been successfully completed, with the goods consequently accepted by the Buyer, if: a) the Buyer puts the goods into operation and uses them; b) the Buyer fails to prepare everything necessary for the proper conduct of testing on the agreed date despite the Supplier’s written reminder; c) the Buyer does not permit the Supplier to conduct testing within ………. days of completion of assembly and/or installation.

7.7 If disputes arise between the parties during and/or following testing concerning the results and cannot be resolved between them, they may appoint an external expert in accordance with the Technical Expertise Rules of the International Chamber of Commerce of Milan — ICC Rules for Expertise — who shall conduct the pre-shipment or final testing and acceptance.

8) SOFTWARE LICENCE — KNOW-HOW — INTELLECTUAL PROPERTY

8.1 The Supplier grants the Buyer a non-exclusive and non-transferable right to use and exploit the software, including any documentation provided, solely for and in connection with the operation, use and maintenance of the items supplied. The licensed Software may not be removed, modified, copied, decoded, decompiled or disassembled. Software updates and/or modifications, if implemented, shall be provided by the Supplier at the Buyer’s request against payment of the price determined in each case.

8.2 The Supplier shall remain the sole and exclusive owner of the patents, inventions, know-how, technical and commercial information, designs, software, research, data and other information relating to the supplied goods, as well as the trademarks, patents, names and other distinctive signs. The Buyer may not file, or cause to be filed, trademarks, patents, names or other distinctive signs that are similar to or liable to be confused with those of the Supplier. The Buyer expressly acknowledges that all information and rights relating to the subject matter of this Contract, patents and related applications, inventions whether patented or not, know-how, technical and commercial information, designs, software, research, data and other information, including but not limited to technical documentation and information set out in the technical specifications and in this Sale Contract, including the creation and improvement of the foregoing (Know-How), are wholly owned by the Supplier and constitute an asset of significant value to it.

8.3 The Buyer may not use the Know-How for any purpose other than the use and maintenance of the machinery and only within the limits established by the Contract. The Buyer may not disclose the Know-How or any part of it to third parties. The Buyer’s use of the Know-How and all related documents shall be subject to the strictest confidentiality, and disclosure shall be permitted only to those managers, employees or consultants responsible for commissioning, operation and industrial use of the goods.

9) WARRANTY, LIMITATIONS AND EXCLUSIONS

9.1 Within the periods, in the manner and subject to the limits specifically provided for in the offers and contracts, the Supplier warrants that the machines and spare parts delivered shall be of good quality and free from faults and defects in workmanship, and warrants their proper operation within the limits arising from their design. The Supplier gives no warranty for goods and materials not manufactured by it. Unless otherwise provided by specific contractual terms, the warranty period shall be 12 months from the date of delivery of the goods. For spare parts, the warranty shall run from replacement or completion of the repair. Upon receipt of the goods, the Buyer must immediately check their condition and, on pain of forfeiture of its rights, notify the Supplier of any apparent faults and defects by registered letter with acknowledgement of receipt or Italian certified electronic mail (PEC) within 8 days of receipt of the goods. Latent defects must be notified to the Supplier by the same means within 8 days of discovery. The warranty shall be limited to repair or replacement of parts acknowledged to be defective, excluding casting defects, parts subject to normal wear, and failures caused by lack of skill in use, negligence or failure to follow the use and maintenance instructions given by the Supplier or its fitters and technicians and/or contained in the use and maintenance manual. The above warranty excludes any other contractual and/or statutory warranty, including termination of the contract, even in part, and reduction of the price.

9.2 The Supplier warrants each item sold against defects in the materials used, manufacturing defects and assembly defects (only if assembly is performed by personnel appointed by the Supplier), exclusively where the item is used in compliance with the prescribed technical instructions and properly maintained.

9.3 To the exclusion of any further claims, until expiry of the warranty period and provided that the claim is justified, the Supplier undertakes to repair and/or replace, at its discretion and within a reasonable time, components of the supply that are defective or unusable owing to demonstrable defects in design, materials, manufacture or installation. The Buyer must allow the Supplier the time required to carry out all interventions that the Supplier considers appropriate to eliminate the defects.

9.4 The Supplier shall not be liable for non-conformity of the machine or defects arising, even indirectly, from drawings, designs, information, software, documentation, directions, instructions, materials, semi-finished products, components or anything else supplied, specified or requested by the Buyer or by third parties acting in any capacity on its behalf. The Supplier shall likewise not be liable for non-conformity or defects in materials, software, semi-finished products, components or any other product, whether or not incorporated into the machine, supplied, specified or requested by the Buyer or by third parties acting in any capacity on its behalf. The Buyer shall likewise not be liable for non-conformity of the machine or defects due to normal wear of parts that, by their nature, are subject to rapid and continuous wear. For accessories and, in general, products not manufactured by the Supplier, the warranty shall be that provided by its suppliers. The warranty shall also exclude cosmetic defects that do not affect proper operation of the machine. Under no circumstances shall the Supplier be liable for non-conformity or defects caused by an event occurring after the transfer of risk to the Buyer. The Supplier’s liability for foundation calculations is excluded.

9.5 The warranty is excluded and the Buyer shall forfeit its entitlement to it in the following cases: a) assembly or installation of machines and spare parts not performed by the Supplier; b) inappropriate, improper or negligent use, incorrect operation and management or operation and management by third parties; c) failure to comply with the stated prohibitions, operating instructions and safety rules; d) damage caused by inexperience, error and/or negligence; e) normal and/or natural wear; f) failure to carry out proper and regular maintenance or periodic checks; g) abuse of the goods or machinery; h) unauthorised modifications, replacements, repairs and/or work on the goods; i) use of non-original spare parts; l) use of unsuitable means, equipment or operating materials; m) unsuitable areas, buildings or installations in which the subject matter of the contract is located; n) electronic or electrical influences; o) use of non-compliant or inappropriate substances and/or chemical products.

9.6 The costs of checking the defect, repairing and/or installing spare parts, and travel expenses of the Supplier’s personnel incurred in providing support to the Buyer, shall be borne by the Supplier where the defect is attributable to it. If the defect is not attributable to the Supplier, the checking costs and personnel travel expenses shall be borne exclusively by the Buyer. Defective parts shall be supplied free of charge, Ex Works at the Formigine (Mo) premises, as shall the labour for their replacement and/or repair. The warranty shall not cover consumables and materials subject to normal wear, or other materials particularly exposed to hostile environments, or any components, materials and parts damaged by the Buyer.

9.7 For replaced or repaired parts, the warranty period shall be 12 months from replacement, completion of the repair or acceptance testing of those parts, provided that the remaining original warranty period is not longer.

9.8 The Buyer shall forfeit its entitlement to the warranty and, consequently, to demand the supply of replacement or spare parts if it is unable to return the defective parts; replaced parts shall become the Supplier’s property.

9.10 The warranties provided for in the offers and contracts constitute the sole and exclusive warranties given by the Supplier to the Buyer and exclude and replace all other warranties or liabilities of any kind, whether statutory, express, implied or contractual. Subject to Article 1229 of the Italian Civil Code, the Supplier shall in no event be required to compensate for any direct and/or indirect or consequential damage, loss of profit, loss of production or opportunities, loss of sales or turnover, loss of or damage to reputation, loss of contracts, loss of customers, loss of software/data, or loss relating to management costs or personnel time. Nor shall the Supplier in any event be required to pay, as compensation for any loss proved by the Buyer arising from liability for wilful misconduct or gross negligence connected with and/or relating to the supply, an amount exceeding …(60%)………. of the price of the goods stated in this contract.

10) RETENTION OF TITLE

10.1 Sales with deferred payments, or payments made after delivery of the goods in any event, shall be deemed concluded subject to retention of title in favour of the Supplier pursuant to Article 1523 of the Italian Civil Code until full payment of the agreed price, including principal, VAT, interest and expenses incurred on the Buyer’s behalf.

10.2 The Buyer shall therefore assume the risks from delivery of the goods at the Supplier’s premises and shall remain the custodian of the goods and materials owned by the Supplier until the supply price has been paid in full. The Buyer shall keep the goods with due care until full payment of the price, refraining from any act of disposal concerning them, whether involving rights in rem or personal rights. At the time of purchase, the Buyer must also inform the Supplier of the location where the goods will be placed and shall not move them without the Supplier’s prior written agreement until the price has been paid in full. The Buyer must immediately notify the Supplier of any act by a third party prejudicing the retained title to the goods. The Buyer must also inform third parties that the goods are the Supplier’s property.

10.3 The goods supplied, including accessories, may be reclaimed wherever located, even if attached to or incorporated into goods owned by the Buyer or third parties. Pursuant to Article 1523 of the Italian Civil Code, all risks, hazards and consequences, including loss and/or deterioration and/or damage to the goods sold arising from theft, fire, fortuitous events, personal injury, property damage or other events, shall therefore be borne exclusively by the Buyer.

10.4 The Buyer undertakes to do whatever is necessary to establish valid retention of title in favour of the Supplier in the country and place of destination of the goods, to the fullest extent permitted. The Buyer may not dispose in any manner of goods subject to retention of title and must bear all costs necessary to prevent or remove encumbrances and to recover possession or control of the goods.

10.5 If the Buyer breaches the obligations set out in this article, the Supplier shall be entitled to terminate the contract with immediate effect, retaining the sums already paid as a penalty and without prejudice to compensation for any further or greater loss. If the contract is terminated for the Buyer’s breach, all advances and instalments paid, irrespective of their amount, shall remain with the Supplier, without prejudice to its right to apply the provisions of the preceding articles and claim damages.

11) TERMINATION AND DAMAGES

11.1 If the Buyer’s failure to perform its contractual obligations continues beyond the periods provided for in the offers or contracts and, in any event, beyond a period of no less than 15 (fifteen) calendar days to be granted by the Supplier by registered letter with acknowledgement of receipt to remedy the breach, the Supplier may consider the Contract terminated as of right, in whole or in part, including pursuant to Article 1454 of the Italian Civil Code, permanently retain advances received as compensation for the activities and portion of performance completed, and demand payment of the outstanding balance of the machinery price as a contractual penalty; it may also claim compensation for any further or greater loss suffered.

11.2 In any event, following a declaration notified to the Buyer by registered letter with acknowledgement of receipt, the Supplier may terminate the Contract as of right pursuant to and for the purposes of Article 1456 of the Italian Civil Code in the following cases: a) corporate changes, including, by way of non-exhaustive example, mergers, acquisitions, changes in shareholding or reductions in share capital; b) deterioration in the Buyer’s economic/financial solvency or any other impediment of whatever nature affecting due performance of the Contract; c) serious breaches by the Buyer of the contractual obligations undertaken; d) the Buyer becoming subject to insolvency proceedings, dissolution, liquidation, debt restructuring proceedings or an arrangement with creditors, or the appointment of a liquidator, insolvency administrator, custodian or person with similar functions who takes possession of the goods or is entrusted with management of the Supplier’s affairs; e) any other circumstance that undermines the relationship of trust underlying this Contract. In those cases, the Supplier may permanently retain advances received as compensation for the activities and portion of performance completed and demand payment of the outstanding balance of the machinery price as a contractual penalty; it may also claim compensation for any further or greater loss suffered.

11.3 If the Buyer, without just cause and of its own volition, withdraws from and/or terminates the contract or cancels the order placed, the Supplier shall be entitled to retain advances received as compensation for the activities and portion of performance completed and demand payment of the outstanding balance of the price of the goods supplied as a contractual penalty; it may also claim compensation for any further or greater loss suffered.

11.4 Where the supplied goods are customised to the characteristics requested by the Buyer, the Supplier shall also be entitled to an additional penalty equal to ………% of the price agreed in the sale contract, to be applied in partial compensation for loss suffered, if the contract is terminated and/or ceases to be effective and valid for any cause and/or reason not attributable to the Supplier. The Supplier’s right to compensation for further loss shall remain unaffected.

11.5 If the goods indisputably lack the qualities contractually promised or the essential qualities, rendering them wholly unfit for their intended use, the Buyer shall be entitled to terminate the contract for the Supplier’s fault. The right to terminate shall be conditional on the goods not having been used and on compliance with the notification period under Article 1495 of the Italian Civil Code. Following termination, the Buyer must return the goods supplied and their accessories in substantially the same condition as when received. Only in that case shall it be entitled to repayment of advances made, without any addition for interest. In that case, as in any case of termination for the Supplier’s fault, except in cases of wilful misconduct or gross negligence, the Buyer shall have no right to compensation for any loss, including loss that may result from production stoppages, loss of use, loss of orders or customers, loss of profit, reputational damage or other direct or indirect damage.

12) HARDSHIP, UNFORESEEABLE EVENTS AND FORCE MAJEURE

12.1 If performance of the supply becomes excessively onerous for the Supplier owing to unforeseeable and exceptional events outside its reasonable control, the parties must renegotiate the price and terms of this Contract within 20 days of notification of those events. It is understood that, if no agreement is reached within that period, the Supplier shall be entitled to terminate the Contract and retain any sums paid in advance as a contractual penalty to compensate for activities performed.

12.2 An unforeseeable and exceptional event means any circumstance arising after conclusion of the contract that is unforeseeable and outside the normal contractual risk, substantially alters the balance of the originally agreed obligations and makes performance by one party excessively onerous. These include, in particular: a) significant and unforeseeable changes in the cost of raw materials required for performance of the contract; b) extraordinary and unforeseeable decreases in the market value of the finished product covered by the contract; c) substantial changes in tax or customs legislation that significantly affect production or marketing costs. The party wishing to invoke the unforeseeable event must notify the other party in writing within 30 days of becoming aware of it, specifying: a) the nature of the event relied upon; b) its quantitative and qualitative impact on that party’s performance; c) documentation evidencing the resulting imbalance; d) the contractual amendments proposed to restore the balance. If the parties fail to reach agreement and the imbalance remains significant, the disadvantaged party may: a) continue performing the contract on its original terms; b) seek termination of the contract as provided for in Article 1467 of the Italian Civil Code, unless the other party offers to modify the contractual terms equitably.

12.4 Force Majeure means the occurrence of an event or circumstance that prevents a party from performing one or more contractual obligations. For this purpose, force majeure events are events and circumstances beyond the affected party’s reasonable control, whose occurrence is unavoidable and unforeseeable for that party, and which prevent it from performing some or all of its contractual obligations. Force majeure events include, without limitation: earthquakes, cyclones, floods, fire or other natural disasters; epidemics, war, revolution, coups d’état, riots, civil unrest and other hostilities; invasions, acts of terrorism, expropriation, confiscation, embargoes, destruction or other restrictions ordered by civilian or military governmental authorities; prohibitions and acts of the State, Government or public bodies; strikes, work stoppages, shortages of raw materials on the market, work stoppages, labour disputes or conflicts, lockouts, general or sectoral strikes affecting the Supplier’s suppliers, carriers, service companies, freight forwarders, post offices, public offices generally or, in any event, anyone involved in the production process. If the impediment resulting from force majeure prevents a party from performing for more than 180 days, either party may declare the Contract terminated.

12.5 Upon the occurrence of a force majeure event, contractual time limits shall be extended by a period equal to its duration. If the force majeure situation continues for more than ………. months, the Buyer may withdraw from the contract by giving 15 days’ prior notice. In that case, any advances paid shall be refunded. Neither party shall in any event be liable for direct and/or indirect damage, losses or increased costs incurred by the other party as a result of non-performance or delay caused by force majeure events.

13) PROCESSING OF PERSONAL DATA

13.1 The Parties mutually undertake to process personal data obtained directly and/or indirectly in performing the Contract in accordance with Regulation (EU) 2016/679 (also referred to below as the “GDPR”), Italian legislation or legislation applicable under the relevant jurisdictional rules, and measures adopted by the Italian Data Protection Authority (hereinafter “applicable legislation”). The data shall be processed solely for administrative and accounting purposes, for compliance with legal obligations and for purposes connected with management and performance of the Contract, and shall be retained in writing and/or on magnetic, electronic or telematic media.

13.2 The controller of the above personal data is the Supplier, with its registered office at Via Ferrari 27/1-3, Formigine (Mo), Italy, acting through José A. Almenara. An up-to-date list of the persons appointed as processors shall be readily available at the company’s registered office, where any updates to this privacy notice shall also be immediately available.

14) ENVIRONMENTAL SAFETY AND OPERATIONAL SAFETY

14.1 The Buyer undertakes to follow the operating instructions and safety warnings supplied with the goods and machinery and to train its personnel appropriately so that their safe and proper operation is assured at all times.

14.2 The Buyer must confirm to the Supplier in writing that it has received the operating instructions and safety rules. At the Supplier’s request, the Buyer must at all times accept and comply with any improvements made to the safety instructions.

14.3 Safety rules and danger signs affixed to the machines may not be removed, and warning signs or notices that are not properly secured or are damaged must be replaced immediately. The Supplier undertakes to replace such notices and signs, at the Buyer’s expense and responsibility, at any time and in adequate numbers if they become unusable.

14.4 Technical modifications to the machines are not permitted, particularly if they compromise personnel or environmental safety. If the Buyer fails to comply with any of the above obligations concerning environmental protection, proper operation of the goods or occupational safety, it must indemnify and hold the Supplier harmless against any obligation to pay damages to third parties.

16) GOVERNING LAW AND EXCLUSIVE JURISDICTION

16.1 The language of the Contract is Italian; any translations into other languages are provided solely as a courtesy.

16.2 The supply and all consequences arising from performance of the contract or from any event connected with or preliminary to its conclusion shall always and in all cases be subject to Italian jurisdiction and the laws in force in Italy, excluding any validity or applicability of foreign jurisdictions or rules of law.

16.3 The Court of Modena shall have exclusive jurisdiction to resolve any and all disputes arising out of and/or relating to this contract, its interpretation and performance.