GENERAL CONDITIONS REGULATING SUPPLIES, SALES AND PERFORMANCES

1) SUBJECT: Notwithstanding any contrary provision, even if included in the Buyer’s General Conditions, these General Sales Conditions (hereafter referred to as “the Conditions”) are to be applied to all contracts regulating sales, supplies and provision of services offered by QTool S.r.l. based in Pont Saint Martin, Via Carlo Viola 78, VAT N° IT01248980078 (hereafter referred to as the “Vendor”) in reference to the items mentioned in the related Purchase Order Confirmations.

Every quotation, order confirmation and delivery implemented by the Vendor will be regulated by the following General Conditions, unless different special conditions are included in the purchase order confirmation.

2) CONCLUSION of the Contract: The sales, supply and service provision contract is meant to be concluded only when the Vendor receives a copy – even if anticipated by e-mail or fax – of the purchase order confirmation countersigned by the Buyer in the spaces provided for. Possible quotations forwarded by the Vendor are not to be considered as binding. The Buyer commits to return the original countersigned copy of the purchase order confirmation as soon as possible. It is understood that the Vendor reserves the right to either accept or refuse any possible purchase order confirmation whose contractual terms have been amended by the Buyer. Possible modifications implemented by the Buyer, such as cancellation and/or amendment of the purchase order as detailed in the purchase order confirmation will not be effective unless authorized and accepted in written form by the Vendor. The conclusion and implementation of the supply/sales contract is conventionally set to take place at the Vendor’s offices.

3) OBLIGATIONS AND DUTIES: If necessary, the Buyer commits to carefully check and approve the construction drawings sent by the Vendor establishing the size dimension and shape of the manufactured products as well as their placement inside the die: the afore-mentioned drawings shall be duly have to be signed and stamped for acceptance and returned to the Vendor. The Buyer commits to forward the Vendor the technical drawings regarding the clamping devices of the die casting machines on which the dies will be installed. The Vendor disclaims any responsibility for possible incompatibility of the die with the afore-mentioned die casting machine due to inaccuracy and/or wrongness of the data supplied by the Buyer. The Buyer will bear the cost deriving from any necessary mechanical modifications needed to enable the installation of the die if caused by missing and/or incorrect information about the technical data regarding the die casting machine clamping devices.

4) DELIVERY TERMS: the lead time mentioned in the Purchase Order Confirmation starts from the reception of the following documents by the Vendor: i) Purchase Order Confirmation that has been duly stamped and signed by the Buyer for acceptance; ii) if need be, die drawings that have been duly stamped and signed by the Buyer for acceptance. All the dates mentioned as delivery terms are purely indicative. Possible delays in delivery will not give the Buyer the right to cancel the Purchase Order or the right to claim for damages of any kind. Upon collecting the goods and/or accepting a delayed delivery, the Buyer waives any claim related to the delay.

5) DELIVERY – TRASPORTUnless differently specified by the Vendor in the Purchase Order Confirmation, the delivery of dies is EX WORKS (according to the current edition of ICC Incoterms); if requested, the possible loading by the Vendor will be executed under the Buyer’s sole responsibility. Unless specifically ordered by the Buyer, the Vendor will neither conclude a contract for the shipment nor insure the dies and/or any of the tooling mentioned in the Purchase Order Confirmation. At any rate the Buyer shall bear all the subsequent charges and risks. The Buyer commits to take delivery of the dies and/or what is mentioned in the Purchase Order Confirmation on the date indicated by the Vendor. Regardless of the payment terms mentioned in the Purchase Order Confirmation, the parties agree that in any case the risk transfer will be effective starting from the aforementioned delivery date. In case of delayed delivery of the dies and/or any tooling mentioned in the Purchase Order Confirmation due to the Buyer’s responsibility, possible warehousing charges will be borne by the Buyer itself.

6) PAYMENT: The Buyer may neither suspend/delay the payment of the dies or any tooling mentioned in the Purchase Order Confirmation nor raise rightful objections before settling the whole amount of the supply. In case of delayed payment the Vendor, aside from the rights deriving from the ownership retention clause, will have the right to exercise the options as established by the current laws regarding payment delays in business transactions (Legislative Decree No. 231/2002, following modifications and/or supplements) and to claim for compensation for possible additional damage. In any case, the Vendor will be entitled to terminate the contract in relation to dies and/or any tooling mentioned in the Purchase Order Confirmation, which have not been delivered to the Buyer. The Vendor will have the right to withhold the aforementioned tooling until all the payment obligations are fulfilled even if related to the Buyer’s and/or third-party property that has been handed over to the Vendor for maintenance and/or setup. The Vendor reserves the right to postpone the fulfillment of the order, i.e. to deliver the dies and/or any tooling mentioned in the Purchase Order Confirmation once all the pending debts have been settled. Regardless of the agreed method of payment, it is understood that the payment conventionally takes place at the Vendor’s offices.

7) TAX AND ADMINISTRATIVE FULFILMENTS: All taxes, duties, liscences, authorizations, permits and any other tax and administrative fulfilments on the import, use and/or sale of the products must be considered the sole responsibility of the buyer or fulfilled by the Vendor under the sole responsibility of the Buyer and at the latter’s expense.

8) The VENDOR’S RIGHT TO CANCEL: If a change occurs in the Buyer’s ability to meet its payment obligations, the Vendor is unquestionably entitled either to withdraw from the contract at any time or to revoke possible more advantageous payment conditions than those previously granted to the Buyer.

9) WARRANTY: the Vendor warrants the quality and the functionality of the dies and/or any tooling mentioned in the Purchase Order Confirmation over a period of 12 months from delivery. The warranty does not include defects which might occur because of transport, loading and unloading operations, wrongful installation of the die on die casting machines, wrong or inaccurate maintenance, or because of any intervention on the dies and/or any tooling mentioned in the Purchase Order Confirmation which has not been performed by the Vendor. Any possible complaints regarding defects or malfunctioning of the dies and/or any tooling mentioned in the Purchase Order Confirmation will strictly have to be forwarded to the Vendor by letter sent by registered mail within 8 days from the delivery of the tooling in case of evident fault and within 8 days from the detection in case of the detection of faults. In any case, possible complaints must be forwarded to the Vendor within 12 months from delivery; otherwise any complain will be considered as invalidated. The Vendor’s warranty exclusively provides for the maintenance or the substitution of defected components of the die and/or whatever is mentioned in the Purchase Order Confirmation, if the failure is caused by design or construction mistakes, or else by the insufficient quality of the material used by the Vendor. No guarantee will be applied on components if their utilization or composition makes them normally subject to wear and tear. The following occurrences are not covered by the present warranty: ordinary wear and tear, failures deriving from the Buyer’s negligence and inexperience, wrong maneuver by the Buyer during the installation and dismantling process, handling and transportation of the tooling, modification and intervention executed or commissioned by the Buyer without prior consent from the Vendor. It is assumed that any possible failure of the dies and/or any tooling mentioned in the Purchase Order Confirmation occurring later than 30 days after delivery is not imputable to the Vendor. The Vendor will carry out possible repair or substitution operations at the buyer’s risk and expense. In any case, returned goods will not be accepted unless the Vendor gives prior written authorization. The returned goods will be checked to assess the defect and to verify if it is actually imputable to the Vendor. Only in this case will the defected components of the die and/or anything mentioned in the Purchase Order Confirmation be substituted or repaired. In case of possible changes made to the dies, which are not covered by warranty, the Buyer will bear the expense and the risk deriving from the transport of the goods to and from the Buyer’s facility and the necessary raw material. In case of intervention to be performed by a Vendor’s team at the Buyer’s plant, the latter will bear all the costs related to travel and accommodation. Possible substitution or maintenance operations carried out by the Vendor during the warranty period will neither extend the warranty duration nor imply a renewal of it. Any warranty commitment regulated by the present condition will be suspended in case of missing or delayed payment of the agreed amount on given expiry dates.

10) LIMITATION OF VENDOR’S LIABILITYThe Vendor’s warranty and liability are limited to the circumstances that are specifically set in the present General Conditions, except for additional binding regulations agreed to by both parties. Except for willful misconduct or gross negligence, under no circumstances shall the Vendor be liable for the loss of profit, incidental or consequential damages, damages suffered by people or things, direct or indirect costs of any kind. In any case, the Vendor’s maximum liability amount will correspond to the amount paid by the Buyer for the given supply.

11) RETENTION OF TITLE: The dies and/or any tooling mentioned in the Purchase Order Confirmation shall remain the exclusive property of the Vendor until the full amount of the supply is paid, pursuant to and by effect of article 1523, 1524, 1526 of the Italian Civil Code (title retention agreement). If the Buyer fails to meet the payment obligations, the Vendor shall be entitled to retake possession of the dies and all the products included in the supply, regardless of where they are located and without any formalities, including bringing forward a default action. The Vendor retains the further right to lay a claim for compensation because of possible additional damages. Unless the Vendor gives prior written approval, the Buyer shall neither be allowed to move the dies to third-party facilities nor to move the dies from the facility where they are installed until the full amount of the supply has been paid. The Buyer commits to enforce the present conditional sale clause on behalf of the Vendor against possible third-parties who intend to lay claims to the dies or any other product sold under the present Conditions. If the Buyer resells the dies in violation of the present conditional sale clause, the Vendor will be entitled to retake possession of the dies and anything else mentioned in the Purchase Order Confirmation as well as to retain any amount paid by the Buyer as compensation for the depreciation of the dies produced to order.

12) LEGAL FEES: any single cost, that is made to assert to anyone the seller property, will be charged to the buyer.

13) APPLICABLE LAW – PLACE OF JURISDICTION: These conditions and all the supply contracts involving the Vendor shall exclusively be governed by Italian law. For all possible claims related to the sale and supply of dies and/or any of the tooling mentioned in the Purchase Order Confirmation, the exclusive place of jurisdiction shall be the Vendor’s registered office. The Vendor retains the right to appeal to any place of jurisdiction whose authority affects the Buyer. In reference to the mandatory attempt at mediation prior to legal action admissibility pursuant to Legislative Decree No. 28/2010, both parties agree in advance to choose the Aosta Chamber Of Commerce as the competent Conciliation Body, thus excluding any further Conciliation Body.

14) CANCELLATION OF ORDERS: the orders are irrevocable and immediately commit the customer, save the seller’s right to authorize any revocation. In this case (cancellation not arranged at the moment of the order), the buyer, subject to the right of retention by the seller of the sums already advanced; the guaranteed margin, otherwise the costs of other expenses (like transportation or shipping) ,is also charged to the seller on a percentage of the costs incurred at the date of cancellation of the order.

15) APPLICABLE LAW- JUDGE IN CHARGE: These terms and all supply contracts to which the Seller is a party are exclusively governed by Italian jurisdiction and law: Judge in charge, exclusively for all disputes relating to the sales / supplies of the molds and / or the subject of the order confirmation by the Seller is that of the registered office of the same, without prejudice to the latter’s right to agree with the Purchaser before any court with jurisdiction over the Buyer himself. For the purpose of the mandatory attempt at conciliation for the prosecution of the legal action, as introduced by Legislative Decree no. n. 28/2010, the parties agree already from now to commonly choose as the competent conciliation body that established at the Chamber of Commerce of Milan, where the parties are obliged to establish the necessary mediation procedure provided for by the aforementioned legislative decree, with exclusion of any other conciliation body. Pursuant to the provisions of art. 1340 of the Civil Code, the applicability / automatic insertion of the clauses of use or c.d. contractual uses (also called negotiation or de facto) to the supply / sale / provision of services carried out by the company QTool S.r.l. which here are governed by these general terms and conditions.

16) If some provisions of these General Conditions are null and void, even for the intervention of successive regulations in time, this fact will not affect the validity of the other provisions that will remain fully valid and effective. The possible tolerance of the Seller to the behaviour of the Purchaser in violation of the provisions contained in these General Conditions or details of the order confirmation, doesn’t constitute a waiver of the rights deriving from the violated provisions, neither the right to demand the exact fulfilment of all the terms and conditions set forth herein.

17) FINAL REGULATIONS: All data relating to the contractual parties that, in relation to the supply and / or object of the order confirmation, will be entered in the database of each of them, must be treated in compliance with the current privacy law in this regard and in compliance confidentiality obligations and used exclusively for the management of contractual relationships as agreed between the parties, for the invoicing, sending letters or other company’s documents or elaboration of some statistical company documents.

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