General Terms and Conditions 
 of Sale.

Buyer hereby agrees to purchase from Seller and Seller agrees to sell and supply to Buyer the Product with the technical specifications set forth in the Contract, as well as to provide the engineering, installation and start-up services described in Article 7, subject to the terms and conditions set forth herein.

The Buyer guarantees that he purchases the product only for legitimate civilian use and that he is the end user of the product. The Parties acknowledge that no other use is authorized and that the Buyer will be fully and exclusively responsible for any violation thereof. The Seller is relieved of any responsibility for failure to comply with the technical standards and regulations by the Buyer or third parties.

Seller shall have the right, at any time prior to shipment, to change the Technical Specifications at Seller's reasonable discretion and Buyer shall have no right thereto.

The Seller undertakes to deliver the Product to the Buyer according to the conditions established in the "Delivery Terms" of the Contract.

The calendar established in “Delivery Terms” specifies the dates for the fulfillment by the Parties of the relevant obligations under the Contract and the General Conditions.

All the dates and terms indicated in the Contract for the design, production, testing, delivery, installation, start-up and commissioning of the Product are merely indicative and programmatic in nature and do not constitute, nor may they be interpreted as, essential terms pursuant to and for the purposes of Article 1457 of the Civil Code.

The Parties expressly recognize that, taking into account the technical complexity and possible customization of the Product, its economic usefulness for the Buyer does not cease simply by exceeding the contractually indicated dates or terms.

The simple exceeding of a date or term set out in the Contract will not determine the automatic or automatic termination of the Contract and will not give the Buyer the right to refuse the Product, cancel the order, withdraw from the Contract, suspend payments due or apply penalties not expressly agreed in writing.

Before being able to request termination of the Contract due to a delay attributable to the Seller, the Buyer must notify the Seller in writing to comply, granting him an additional term of no less than three hundred and sixty (360) days. Termination may be requested only if this deadline has elapsed unnecessarily and the delay constitutes a breach of considerable importance, assessed taking into account the nature of the Product, the state of progress of the supply and the Buyer's residual interest in the execution.

All periods attributable to the Buyer, to changes requested by the Buyer, to the failure to approve drawings or technical specifications, to the unavailability of the site, as well as to the events governed by article 12, are excluded from the calculation of the delay.

Payment of the “Purchase Price” will be made by the Buyer to the Seller in the invoice currency in accordance with the payment conditions indicated in the “Payment Terms” of the Contract to the bank account indicated by the Seller in writing. Payment is deemed to have been made to the Seller only when the sum in question has been unconditionally credited to the Seller's said bank account.

If the Buyer does not comply with the payment terms established in the Contract, the Seller will be entitled, at its sole discretion and without incurring any liability for damages:

1. the.to terminate the Contract and to keep part of the "Purchase Price" paid to the Buyer, as partial compensation for the expenses incurred by the Seller in relation to the Agreement, and to request further damages, if necessary;
2. ii.to refuse to deliver, in whole or in part, the Product not yet delivered or to postpone delivery until all sums owed to the Seller by the Buyer have been paid.

Except as otherwise provided by applicable law, which law is absolute and cannot be modified by the Contract, ownership of the Product will pass to the Buyer only upon full payment of the purchase price of such Product.

When the Product is ready to start production, the Seller undertakes to inform the Buyer who has the possibility of accessing the construction site indicated by the Seller for any verification of the Product.

In accordance with article 6.1, the Buyer shall sign the Certificate of Performance provided by the Seller and the Seller agrees to initiate delivery in accordance with the conditions set out in the “Delivery Terms” of the Contract.

Following the delivery of the Product established in the “Product Description” of the Agreement in accordance with Article 2 above, and within the terms established in the Agreement, the Seller undertakes to send its operators to the installation site of the Product for assembly, installation and start-up.

The number of people and the length of the installation period will be indicated by the Seller based on estimated need, it being understood that the Seller shall under no circumstances be required to provide the Buyer, at the Seller's expense, with additional personnel in numbers or for periods of time greater than those which the Seller deems reasonable, based on the Seller's experience in the sector.

Buyer shall be responsible for providing foundations, buildings, lifting equipment, skilled labour, water, electricity and effluent connections, raw materials and any other materials, labour, services and facilities which are reasonably necessary to enable Seller's operators to carry out installation and start-up of the product.

Buyer shall fully cooperate with Seller during the installation and startup processes and provide all services necessary for the installation and startup of the Product. If the Buyer does not provide the above facilities for the installation and start-up processes, the Seller will make a decision deemed appropriate and the Buyer will undertake all related costs.

The installation and start-up of the Product must be carried out according to the procedures indicated in the supplied Manual. The term "start-up" means the stage during which the Product is put into operation. The parties will fully cooperate with each other until the seller deems the product ready for production.

Upon completion of the installation and start-up period, the Seller will provide the buyer with: English.

1. the.the Test Certificate which must be signed by both parties;
2. ii.the Manual, including the technical and performance descriptions of each individual component and its recommended use and the Commercial Guarantees.

The above documentation must be provided exclusively in Italian and/or

The seller warrants and guarantees to the buyer that:

1. the.without prejudice to the provisions of article 5 above, ownership of the Product will pass to the Buyer free from liens or encumbrances;
2. ii.for a period of twelve (12) months from the date of issue of the Test Certificate (hereinafter "warranty period") any manufacturing defects arising during this warranty period will be corrected by the Seller, in accordance with the terms of the legal warranty, as follows.

The Seller will repair or replace, at its sole discretion, any defective part covered by the Legal Guarantee. The Legal Guarantee concerns individual parts or defective parts in accordance with the description of the "Product Description" and this Agreement. The Seller will have the right to choose between delivery of spare parts, repair at the Buyer's site or repair at the Seller's workshop.

Seller must examine the part to determine whether it is defective and whether Seller is responsible for the defect; in the latter case, the cost of delivery of the spare part or the cost of transporting the part of the Product to be repaired to the Seller's workshop for repair under Warranty and the return to the Buyer's site will be borne by the Seller. With respect (and only with respect) to the parts replaced by the Seller under the Warranty, a new warranty period will begin and be effective for six (6) months after delivery of said new part. Should the Seller breach this Legal Guarantee, the Seller's entire liability and the Buyer's exclusive remedy will be equal to the cost of replacing the defective part of the Product, free of charge to the Buyer.

This Warranty does not extend to work, repairs or replacements carried out by the Buyer or third parties. Any intervention, including dismantling and potential reinstallation in the event of resale during the warranty period by third parties not authorized by the Seller, will invalidate such Warranties.

The Buyer acknowledges and accepts that the Seller's warranty is expressly limited to manufacturing defects and that the Warranty does not extend to defects resulting from other causes, including, by way of example, defects caused in whole or in part by damage during transport, by improper use, handling or maintenance of the Product and all other actions not explicitly included in the Manual, by actions carried out in violation of the law, by any work carried out or modifications made to the Product by the Buyer or by third parties without the prior written consent of the Seller.

This warranty is exclusive and is in lieu of any other warranties, written, oral or implied.

Any complaint relating to defects in the Product must be presented to the Buyer in writing within fifteen (15) days of discovery of such defect and, in any case, must be considered invalid unless made within the following deadlines:

1. the.twelve (12) months after the date of delivery of the Product;
2. ii.expiration of the warranty period.

For the purposes of this article 9, fax messages and communications via certified e-mail with return receipt are considered written communications.

Once the terms of the Legal Guarantee have expired, any assistance will be charged to the Buyer and the related expenses will be agreed between the Parties in writing.

Seller's warranties and liabilities under and in accordance with the Contract are limited to those expressly set forth in the Contract. Except as expressly provided herein or by applicable law, which law is absolute and cannot be modified by contract, the Seller will have no liability in relation to the Product. In no event will the Seller be liable for any loss of profit, incidental or consequential damage, direct or indirect loss of any kind (including personal injury and property damage) or for any loss or damage arising from mere recommendations given to the Buyer by the Seller.

The Product, designed and manufactured in accordance with the legislative requirements of the Seller's country on the date of signing the Contract and in accordance with the "Product Description". The Seller makes no representations or warranties regarding the conformity of the Product with the applicable laws, safety regulations and/or technical standards of the country in which the Product is installed and started up (the “Country of Destination”) in accordance with article 7 above.

Buyer alone will be responsible for ensuring that the Product complies with such laws, regulations and standards. The Buyer shall indemnify the Seller and release the Seller from any and all claims against the Seller and/or costs to the Seller arising out of or relating to any failure by the Buyer to ensure that the Product complies with the applicable laws, safety regulations and/or technical standards of the Country of Destination.

All taxes, duties, duties and fees incurred or payable in connection with Seller's deliveries and services under the Contract, or in connection therewith, payable to authorities in Seller's country, shall be borne by Seller. The Seller will use its best efforts to obtain all authorizations that may be required by the government of its country in connection with the Contract.

All taxes, duties, duties and fees incurred or payable in connection with Seller's deliveries and services under the Contract, or in connection therewith, payable to any authorities outside Seller's country, including, without limitation, authorities in the Destination Country, shall be paid by Buyer. The Buyer will be responsible for obtaining such authorizations as may be required by the government of the Destination Country in connection with the Contract.

Upon Buyer's request, Seller shall provide training for Buyer's personnel in the use, maintenance and repair of the Product. All costs and expenses relating to the organization and holding of such courses will be the sole responsibility of the Buyer, the Seller's fees for such training courses will be those charged by the Seller for such activities at the time of the Buyer's request.

Upon Buyer's request, during the Warranty Period, as defined in Article 8.1 above, Seller shall provide Buyer with technical assistance in connection with the Product, at the rate currently charged by Seller for such services at the time of Buyer's request. All reasonable travel and subsistence expenses incurred by Seller personnel to provide technical assistance pursuant to this article are the sole responsibility of the Buyer.

Neither Party shall be liable to the other Party for any failure to perform, including, without limitation, late delivery or non-delivery the failure of which is caused by events beyond the reasonable control of such Party (“Force Majeure Event”), including, but not limited to, late delivery or non-delivery of materials by suppliers, suspension or difficulty in transportation, strikes, closures, labor disputes of any kind, fires, accidents, earthquakes and other acts of God, riots, wars, insurrections, carrier delays, government seizures, embargoes, laws or regulations of any subdivision or political agency or any government (declared or undeclared).

As soon as the force majeure event and its effects on the production capacity of the Party become known to the same, the aforementioned Party must give written notification to the other Party of this impediment and its effects on the executive capacity of the first Party. The written notice will also be given when the force majeure event ceases.

Failure to provide written notice renders the Party liable for damages and losses that otherwise could have been avoided.

If the Force Majeure Event continues for more than twelve (12) months, both Parties have the right to terminate the Contract upon written notice to the other Party.

By way of exception to the foregoing, it is understood that if the Contract should be terminated pursuant to this article due to an embargo and/or legislative or governmental or administrative act having equivalent effect in the country of destination, the Seller will have the right to retain the part of the Purchase Price already paid by the Buyer, as partial compensation for expenses incurred by the Seller in relation to the Agreement.

If at any time during the term of the Contract: to the Buyer, for this purpose, negotiate alternative contractual terms in order to alleviate or mitigate the effects of such inconvenience during the Warranty Period.

1. the.the Seller's continued performance of its obligations becomes excessively burdensome due to an event beyond the Seller's reasonable control and which the Seller could not reasonably have taken into account at the time of signing the Agreement;
2. ii.the Seller could not reasonably avoid or overcome said event or its consequences;

the Parties must, within thirty (30) days of written communication from the Seller

If the Parties are unable to reach an agreement regarding such alternative contractual conditions, the Seller will have the right to terminate the Contract and retain the part of the Purchase Price already paid by the Buyer, as partial compensation for expenses incurred by the seller in connection with the agreement.

The Contract will be governed and interpreted in accordance with Italian laws and, in particular, the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on 11 April 1980.

In the event of any dispute or disagreement arising out of, or in connection with, the Agreement which cannot be resolved under other provisions of the Agreement, the Parties agree, in the first instance, to submit the matter to jurisdiction proceedings administered in accordance with the Rules for Jurisdiction of the International Chamber of Commerce.

Any dispute or disagreement not resolved by these Rules in accordance with the Arbitration Rules of the International Chamber of Commerce shall be finally settled by three (3) arbitrators appointed in accordance with such Rules. The seat of the arbitration is Lugano, Switzerland. The language of the arbitration shall be English. The arbitration award will determine which party or parties will pay the cost of the arbitration. Any such decision will be final and binding on the Parties and may be entered as a final judgment in the jurisdiction of domicile of a Party or a jurisdiction in which such Party does business.

All communications required by the Contract must be in writing and must be sent to the Parties by registered letter or courier or fax or certified e-mail, all with return receipt requested to the addresses indicated above or to other addresses that the Parties may subsequently designate in writing.

Any and all information disclosed by Seller to Buyer under the Contract and relating to product design or manufacturing, financial plans, product development, forecasts or the like and any documents or other materials marked “Confidential” or “Confidential” will be treated by the receiving Party as confidential information and the receiving Party will take all reasonable precautions to ensure that they are treated as such by the receiving Party's personnel. All such confidential information will be used by the receiving Party and its personnel only where strictly necessary for the execution of the Contract and all documents and other materials containing confidential information will be promptly returned to the disclosing Party or destroyed, at the discretion of the latter, upon written request and, in any case, upon termination of the Contract.

The provisions of article 16 of the agreement are considered binding from the effective entry into force of the Contract up to 4 (four) years after the expiry of the legal and/or commercial guarantee periods.

Neither Party will assign any rights or delegate any obligations arising from the Contract without the prior written consent of the other Party.

The Contract and the General Conditions constitute the entire Contract between the Parties in relation to the subject of this document and replace all other previous verbal and written agreements and all previous communications in relation to the subject of this document.

The Agreement and the General Conditions are written and signed in the Italian language and the Italian text is the only authentic text of this document.

Any changes to the Contract and the General Conditions will be valid only if made in writing, signed by duly authorized representatives of both Parties and explicitly marked as amendments.

The invalidity or unenforceability of any provision of the Contract and the General Conditions will not affect the validity and/or applicability of the remainder of the Contract and the General Conditions.