1. General Regulations

1.1 The terms and conditions indicated hereafter (the “General Conditions of

Sale”) are an integral part of all contracts (“Contract/s”) concluded between

the seller (“Brofer”) and the buyer (“Customer”) for the sale or supply of

Brofer’s goods and/or services (the “Products”). These General Conditions

of Sale are included on the www.brofer.it and www.vmcbrofer.it websites

from where they can be downloaded: they are therefore considered known

by all buyers and speci

fically by the Customer.

1.2 The sending or delivery of any purchase order by the Customer to Brofer

implies their full and unconditional acceptance of the General Conditions

of Sale of Brofer, even if unsigned and without any need to make reference

to them or to a speci

fic agreement to that effect at the conclusion of each

individual Contract.

1.3 Any different terms or conditions that are attached, referred to, added, or

modified by the Customer will not be even partly applied, unless expressly

and specifically approved in writing by Brofer.

2. Offers and Orders

2.1 Brofer offers are not to be considered binding, especially when reference is

made to quantity, prices, and delivery terms. All the photographic images

and the technical, dimensional, or rendering speci

fications contained in

the catalogues, price lists, technical data sheets, advertising or similar

documents must be understood as indicative and not binding. Brofer does

not guarantee the accuracy of the details regarding weight, size, capacity

and so on. All models, samples or examples shown by Brofer are intended

as indicative. The nature of the services provided by Brofer may differ from

what appears from the aforementioned documents.

2.2 Brofer cannot be deemed bound by a Contract in all cases in which a

printing, writing and /or calculation error is acknowledgeable.

2.3 The Contract shall be deemed concluded, becoming binding on the parties,

when the confirmation of Brofer’s order (“Order Confirmation”) reaches the

Customer (by e-mail, fax, post, by hand). The Order Con

firmation de

fines

and reports all the

final and binding conditions and contents of the contract,

fully replacing the order sent by the Customer (“Order”). Should the Order

Con

firmation contain additions, limitations, or other variations with respect

to the Order, the Customer’s consent to such variations shall be deemed

tacitly given unless a written objection is sent in writing to Brofer within

2 (two) days from its receipt. The Order Con

firmation and these General

Conditions of Sale shall in any case prevail over any general or special

purchasing conditions prepared by the Customer. Any written or verbal

conditions sent by collaborators, Brofer employees or sales agents

are worthless if not stated in the text of the Order Confirmation or if not

confirmed in writing by Brofer.

2.4 Any requests for variations or modi

fications of the Order by the Customer

are subject to Brofer’s approval and must be received in writing within 2

(two) days from the Order Con

firmation to allow the implementation of the

relative variations and take into consideration Brofer’s organization and

production. In this case Brofer reserves the right to delay delivery times and

modify the price.

2.5 The Orders and/or Order modifications made verbally or by telephone

must be confirmed in writing by the Customer. If this does not occur Brofer

assumes no responsibility for any errors or possible misunderstandings.

3. Prices and Payment Terms

3.1 The prices of the Products, unless otherwise agreed, are intended for

Products delivered ex works Brofer, packaged according to industry

practices in relation to the agreed means of transport, it being understood

that any other expense or charge (such as taxes, duties, shipping, insurance,

installation, end user training, after-sales service) will be borne by the

Customer and is not included in the price unless quoted separately. If Brofer,

due to the nature of the materials, the type of transport or the destination,

deems it appropriate to adopt special packaging for the Products, the

additional costs relating to such packaging will be borne by the Customer as

highlighted in the Order Confirmation. The prices do not include VAT, which

must be paid in accordance with the speci

fic provisions contained in the

invoice.

3.2 If the parties have agreed on deferred payment, it must be made, unless

otherwise speci

fied, within 30 (thirty) days from the invoice date, by bank

transfer. Payment is considered made when the sum is available at Brofer’s

bank in Italy. If the payment must be accompanied by a bank guarantee, the

Customer must provide a

first demand bank guarantee at least 30 (thirty)

days before the delivery date, issued in compliance with the Uniform Rules

for Demand Guarantees of the CCI by a primary Italian bank and payable

against a simple declaration by Brofer that it has not received the payment

within the agreed terms.

3.3 Should the Customer not make the payment within the terms and according

to the methods indicated by Brofer, or in the event that the Customer’s

activity is not conducted in accordance with the ordinary course of business

(meaning, without any limitation, the issuance of seizure, repossession or

protest claims), or when payments are delayed or bankruptcy actions have

been requested or promoted, or in cases where crisis or insolvency indices

emerge, as provided for by Italian law, at the Customer’s expense, Brofer has

the right to suspend or cancel further deliveries, to terminate the relationship

without notice and with non-retroactive effect, and to declare any claim

arising from the business relationship as immediately due. Furthermore,

Brofer may in such cases request advance payments or escrow.

3.4 In addition to other remedies permitted by applicable law or these General

Conditions of Sale, Brofer reserves the right to charge interest on late

payments from the date on which the right to payment is accrued, calculated

at the ECB’s of

ficial reference rate plus 7 (seven) points. The Customer has

no right to make offsets, deductions, or reductions, unless approved in

writing by Brofer.

3.5 Unless otherwise agreed, any bank charges or fees due in relation to the

payment shall be borne by the Customer.

4. Product Delivery

4.1 Delivery is always Ex Works Brofer, unless otherwise agreed in writing. All

risks relating to the Products are transferred to the Customer at the Brofer

plant, before loading operations. Should the Customer not collect the

Products, Brofer may store them on behalf of and at the Customer’s risk

and, after communicating their availability, invoice them as if they had been

delivered. In any case, Brofer has the right to resell them without any prior

notice and to act for any damages suffered.

4.2 If agreed upon in writing, Brofer will transport the Products at the Customer’s

risk, costs, and expenses. The goods travel at the risk and danger of

the Customer who, in their own interest, must verify the integrity of the

packages and the quantity of the goods received before collecting them.

Any complaints must be made directly to the carrier at the time of delivery.

5. Delivery Terms

5.1 Unless otherwise agreed in writing, the Ex Works delivery term is as speci

fied

in the Order Con

firmation and is not binding on Brofer.

5.2 Unless otherwise expressly agreed in writing, the ful

filment of the order

beyond the Delivery terms will not give the Customer the right to request the

termination of the Contract or to claim damages or compensation.

5.3 Brofer reserves the right to make partial deliveries with the consequent issue

of invoices to be paid within the terms agreed in the Order Con

firmation.

The delivery of a smaller quantity of Products than agreed does not release

the Customer from the obligation to accept the delivery and to pay for the

delivered Products.

5.4 Any liability for delivery deriving from force majeure or other unforeseeable

events, or from acts or omissions of the Customer, and in any case not

attributable to Brofer (including without limitation, strikes, lockouts, public

administration provisions, subsequent blockages of import or export

possibilities, epidemics or pandemics, natural disasters or catastrophes,

declared or undeclared war, civil uprisings or revolutions, civil war),

in consideration of their duration and scope, releases Brofer from the

obligation to comply with any agreed delivery term

5.5 Brofer is not obliged to accept returns of Products unless such obligation

has been expressly agreed in writing. Any cost incurred for this purpose

shall be borne by the Customer.

6. Duty to Inspect and to Accept Products

6.1 The Customer must check the Products immediately after receiving them.

After 8 (eight) days from the arrival at the addressee, the Products are

deemed fully accepted by the Customer. Any complaints regarding the

quality and quantity of the goods, under penalty of forfeiture, must be sent

to Brofer in writing within 8 (eight) days from the date of receipt. Even in this

case the Customer shall not have the right to suspend payments in any way

and for any reason.

7. Warranty

7.1 Brofer assures its products are new and manufactured in compliance

with European standards, regulations, and directives, in force at the time

of concluding the contract. If after such conclusion of the contract there

are any changes or variations to the above mentioned directives, laws,

regulations, codes or standards, or new or different interpretations of such

directives, laws and regulations are established that require a change in the

Products, Brofer shall have the right to make appropriate updates to the

price, delivery term, warranties and to other provisions contained in these

General Conditions of Sale.

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GENERAL CONDITIONS OF SALE

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