GENERAL TERMS AND CONDITIONS FOR THE MANUFACTURE OF EQUIPMENT
 

1 DEFINITIONS

1.1 The following terms shall have the meanings set out below and ascribed to each of them
being understood that, depending on the context, the same may be reported in singular or
plural form:

1.1.1. “Acceptance”: means the successful unit testing and verification for each Equipment
(which includes, by way of example and not of limitation, the dimensional verification
of components and the respect of the cycle time required), as certified by the Protocol
of Acceptance;

1.1.2. “Activities”: means the activities related to the new design, manufacture, installation
of the Equipment and / or modification of the Equipment already made, according to
what is stated in each specific Purchase Order;

1.1.3. “Amendment Order”: the written order which expressly concerns the modification
of an existing Purchase Order issued by Cultraro towards the Contractor, which
amends/substitutes the Purchase Order referred to and which will need to be accepted
by the Contractor by means of an Order Conformation. In case of conflict between the
provisions of the General Terms and Conditions and those contained in the
Amendment Order, the latter shall prevail;

1.1.4. “Company” and/or “Cultraro”: means Cultraro Automazione Engineering S.r.l.;

1.1.5. “Confidential Information”: means any and all information (including, by way of
example and not of limitation, industrial property rights, specifications,
methodologies, tools, databases, product technical specifications, documents,
processes, projections, estimates and data, drawings, models, samples, know-how,
software, technologies, trade secrets and inventions, prototypes and instruments of any
kind, in addition to any other information, experiences and knowledge developed
within the Company’s business, of which it will become aware of during the
negotiations, or in occasion of the execution of the Purchase Order or of visits to the
Company’s premises, including information regarding the composition of products,
the facilities, production methods and other business assets as well as the organization
of production and of the business, the services provided by the company, the business
initiatives and customers, the management and the performance of the Company, the
relations with third parties, and so on) - even if not expressly qualified as
"confidential" disclosed by Cultraro to the Contractor for the performance of the
Purchase Order, both in oral and written form by directors, employees, consultants
and representatives of Cultraro, or that have been acquired or will be acquired by the
Contractor in any manner before or during the performance of the Purchase Order, as
well as any opinion, report, comment, analysis, study, interference, abstracts and / or
deductions or any other document drafted by Cultraro or by its consultants which in
any way contain or reflect such Confidential Information or that have been prepared,
or drafted on the basis of such Confidential Information;

1.1.6. “Contractor”: means the subject who signs these General Terms and Conditions;

1.1.7. “Contractual Documentation”: means all the contractual documentation concerning
the Equipment, including by way of example and not of limitation: (i) Cultraro’s
Project Specification; (ii) the Technical Documentation of the Contractor; (iii) the
Purchase Order;

1.1.8. “Cultraro’s Project Specification”: all the documentation prepared by Cultraro and
made available to the Contractor, which must comply with it for the realization of the
Equipment, and which concerns the technical, functional, quality and reliability
characteristics of a specific Equipment, by way of example and not of limitation:
drawings, technical and qualitative specifications, schemes and projects, procedures,
guidelines, the standard design and construction criteria, the dimensions, the project
documentation relating to the general configuration of the Equipment, technical
adaptations designed by Cultraro for the purpose of inserting the Equipment into its
production process, technical specifications, so as the procedures and the requirements
relating to the checking and verification of the conformity of the Equipment.

1.1.9. “Dates of Delivery”: means the terms of delivery and of installation of the Equipment
and of the sampling indicated in the reference Purchase Order, which the Contractor
undertakes to comply with, it being understood that such terms and considered
essential;

1.1.10. “Day”: means every calendar day;

1.1.11. “Employment and Environmental Laws”: means any provision of law and
regulations in force at the time of signature of the Purchase Order, according to the
discipline in force from time to time during its execution, and concerning: (i)
occupational safety and injuries regulated by the “T.U sicurezza” Legislative Decree
no. 81/2008 and subsequent amendments and all provisions foreseen by the judicial
system even if referred to the relationship between the Contractor and the personnel
employed for the performance of the Purchase Order; (ii) the legislation on
environment and on the prevention of pollution caused by industrial activities, as of
“T.U. Ambiente” Legislative Decree no. 152/2006;

1.1.12. “Equipment”: means any type of machinery (by way of example, but not of
limitation: molds for plastic components) that Cultraro, by means of specific Purchase
Orders, requests the Contractor to design, manufacture, develop, and / or modify, on
the basis of a project elaborated and developed by Cultraro (referred to in Cultraro’s
Project Specification) and according to the terms and conditions contained in each
specific Purchase Order and in the Contractual Documentation;

1.1.13. “General Terms and Conditions”: the present General Terms and Conditions for the
manufacture of Equipment by the Contractor in favor of Cultraro, on the basis of
specific Purchase Orders concerning the Equipment identified therein;

1.1.14. “Law”: means overall, even if not expressly mentioned, all laws and regulations
within the legal framework from time to time in force during the period of execution
of the Purchase Order, including the Employment and Environmental Laws;

1.1.15. “Order Confirmation”: means the document issued by the Contractor with which
the latter accepts the Purchase Order issued by Cultraro and the conditions set out
therein;

1.1.16. “Party/ies”: Cultraro and the Contractor collectively or individually depending on the
context;

1.1.17. “Protocol of Acceptance”: technical documentation containing the specification of
the method of acceptance and testing of the Equipment subject of the supply contract.

1.1.18. “Purchase Order”: means the written order, of which the General Terms and
Conditions together with the Contractual Documentation form an integral and substantial part of, issued by Cultraro and accepted by the Contractor by means of an
Order Confirmation. Each Purchase Order will indicate the specific contractual
provisions or the terms and conditions applicable to a particular Equipment. In
particular, each Purchase Order will indicate: (i) a brief description of the Equipment
requested; (ii) the specific offer of the Contractor and any other technical and
economic conditions applicable; (iii) the Dates of Delivery; (iv) the reference to the
present General Terms and Conditions; (iv) reference to any further applicable
Contractual Documentation. In case of conflict between the provisions of the General
Terms and Conditions and those contained in the Purchase Order, the latter shall
prevail;

1.1.19. “Standard Level of Production”: means the standard level of production that the
Equipment must ensure during its operational life, after the installation at Cultraro’s
premises, according to the provisions stated in Cultraro’s Project Specifications
(Pieces per hour and efficiency), subject to the successful passing of the Acceptance
Protocol;

1.1.20. “Technical Documentation of the Contractor”: means all the documentation
required by the Law applicable from time to time concerning the design, the
development and manufacturing of the Equipment and the technical documentation
referred to the project of the Equipment and technical instructions for use and
maintenance of the Equipment;

2 SCOPE OF APPLICATION

2.1 The present General Terms and Conditions, together with the reference Purchase Order and
the Contractual Documentation, establish the terms and conditions that regulate the Activities
carried out by the Contractor for the realization and/or modification of Equipment, as better
described in each specific Purchase Order.

2.2 The present General Terms and Conditions apply to the Purchase Orders relating to the
realization and/or modification of Equipment designed on the basis of Cultraro’s Project
Specifications.

2.3 The present General Terms and Conditions apply to any relationship between Cultraro and the
Contractor, starting from the date of signature of these General Terms and Conditions by the
Contractor. It is understood that these General Terms and Conditions apply both to Purchase
Orders priory issued, the Activities of which have not yet been completed, so as to Purchase
Orders issued and accepted after the date of signature of the General Terms and Conditions.

2.4 The present General Terms and Conditions represent the only regulation governing the
relationship between Cultraro and the Contractor and supersede any other different
agreement, understanding and / or condition previously agreed upon between the Parties, so
as any general terms and conditions of the Contractor and any other term or conditions
contained in any document transmitted by the Contractor, which therefore shall be considered
without any force or effect.

2.5 It remains also understood and agreed that, in case of difficulty of interpretation or conflict
and / or difference of content between the provisions of the General Terms and Conditions
and the special conditions of the specific Purchase Order, the latter shall prevail.

3 VALIDITY

3.1 If any provision of these General Terms and Conditions is contrary to Law, or for any other
reason results invalid, then this provision will be considered deleted and the remaining
provisions will remain in full force. With the execution of the present General Terms and
Conditions, Cultraro assumes no obligation of any kind regarding the issuance of following
Purchase Orders for the realization and/or modification of Equipment, it being also
understood that any estimates provided by Cultraro do not represent any obligation /
commitment to purchase by Cultraro and the Contractor declares and warrants that it has the
appropriate production capacity in line with the estimates provided
 

4 OBLIGATIONS AND WARRANTIES OF THE CONTRACTOR

4.1 With the acceptance of the Purchase Order, the Contractor undertakes to:

4.1.1 carry out the Activities and manufacture the Equipment, directly and with its own
organization, without subcontracting it to third parties;

4.1.2 take on itself all the risks arising from the performance of the Activities and/or connected to
the Equipment which is not compliant with the Law, with the reference Purchase Order and
with the Contractual Documentation;

4.1.3 carry out the Activities and manufacture the Equipment according to the agreed terms
contained in the present General Terms and Conditions, in the reference Purchase Order, in
the Contractual Documentation, professionally and fit for use, at the agreed price, within the
deadline of the Dates of Delivery and in full compliance with the applicable Law;

4.1.4 deliver to Cultraro Equipment which are: (i) compliant with the Law, with the Contractual
Documentation, with particular reference to Cultraro’s Project Specifications and any other
provision contained in the reference Purchase Order (including the provisions regarding the
relevant documentation of each specific Equipment); (ii) free from defects and/or
imperfections and/or non – conformities; (iii) reliable, safe and suitable to perform the
functions required for each specific Equipment and the relevant proper functioning; and (iv)
ensure that the Equipment, once installed at Cultraro’s premises, meets the Standard Level
of Production;

4.1.5 comply with the Dates of Delivery specified in each Purchase Order;

4.1.6 ensure to have the certifications required by the Law in force in relation to its quality, safety
and environment system and maintain such certifications for the entire duration of the
contractual relationship with Cultraro; so as ensure access and verification of its structures
and of its processes / manufacturing methods and / or of its quality control and certification
system;

4.1.7 comply with the Law, including the Employment and Environmental Laws;

4.1.8 put in place all the activities and/or the best techniques which, although not expressly
provided for by the Purchase Order, are carried out and / or used by manufacturers of
equipment similar to the requested Equipment and which represent the best state of the art
and /or which form part of the technical and technological know-how at the Contractor's
disposal and / or that are essential to keep reaching or to improve the Standard Level of
Production of the Equipment.

4.1.9 certify and ensure the quality and the reliability of the Equipment in accordance with the
provisions of the Purchase Order and to carry out the tests and verifications of the
Equipment, so as to release the necessary documentation in order to certify the conformity
of the same;

4.1.10 deliver the Technical Documentation of the Contractor, as by way of example and not of
limitation, the certificate of conformity of the Equipment, the assembly, use and
maintenance manual of the Equipment;

4.1.11 pack the Equipment and its parts in a suitable manner (and in any case according to the
specifications agreed between the Parties) in order to avoid damages to the same and, unless
otherwise specified in the Purchase Order, to bear the packaging costs as well as any
expenses arising from wrong or inadequate packaging.

4.2 With the acceptance of the Purchase Order, the Contractor also declares and warrants what
follows:

4.2.1 that the Activities will be carried out with the due care and in a workmanlike manner
depending on the nature of the services;

4.2.2 to have carefully assessed the specific qualitative, technical and reliability characteristics of
the Activities necessary for the manufacture of the Equipment requested by Cultraro and
resulting from the Purchase Order and from the Contractual Documentation and,
consequently, to possess the appropriate capacity to carry out the Activities and manufacture
the Equipment;

4.2.3 to own, at the moment of acceptance of the Order, of all the licenses and / or administrative
permits necessary for carrying out the Activities subject of the Purchase Order;

4.2.4 to have (i) adequate staff for number, experience and technical skills; (ii) facilities /
equipment that meets the requirements provided for by the Employment and Environmental
Laws, having the adequate technical characteristics in relation to the specific Activities and
workplaces where they will be used; and (iii) all the resources, including the financial ones,
that are needed to carry out the Activities;

4.2.5 that the staff employed in the Activities is (and will be) properly hired and in good standing
with the salary, social security and contributions as well as with insurance;

4.2.6 to perform the Activities at its own risk and to be solely responsible for the method of
organization, by using its own means and resources, of the performance of the Activities,
without bond of dependency and / or subordinate position respect to Cultraro.

4.3 The Contractor is committed to the strict and absolute respect of all the labor law provisions
concerning the staff employed by the Contractor, at any title and for whatever reason, within
the Activities of the reference Order. It remains understood that the Contractor shall
indemnify and hold harmless Cultraro from any damage, claim for damages and / or claims
for any reason requested, which may arise in relation to the violation of the warranties
provided under this Article and this is also intended pursuant to art. 1676 Italian civil code
and art. 29, Italian Legislative Decree. n. 276/2003 and subsequent amendments.

4.4 The Contractor undertakes to hold harmless and indemnify Cultraro for any negative
consequence caused and / or connected to the violation by the Contractor of the obligations
and warranties referred to in this article.

5 INSPECTIONS, CONTROLS, EQUIPMENT TESTING

5.1 During the execution of the Activities covered by the Purchase Order, Cultraro reserves the
right, upon notice to the Contractor, to verify and evaluate the correct and exact fulfillment of
the obligations by the Contractor at the Contractor's premises, through its own personnel. It 

remains understood that the controls and audits carried out by Cultraro do not constitute
acceptance of the activities carried out and do not give the Contractor any right to payment.

5.2 The Contractor must complete all the required tests to certify the conformity of the
Equipment before delivering it to Cultraro and must deliver the documentation relating to the
successful passing of the tests at the time of delivery of the Equipment.

5.3 In the event that Cultraro, as a result of the verifications and quality controls referred to in this
article, finds any discrepancies, defects or delays, it shall have the right to apply the penalties
referred to in the following article 13, without prejudice to compensation for any further
damage, and it can make use of the options provided by article 7 (Delivery of the Equipment)
and 15 (termination for breach of the Contractor).

5.4 In any case, the occurrence of any dispute between Cultraro and the Contractor relating to the
Purchase Order will not entitle the Contractor to suspend the performance of its services and
obligations under these General Terms and Conditions and under the specific Purchase Order.

6 TRASPORT

6.1 The Contractor undertakes to execute the transport of the Equipment in full compliance with
the Law, and in particular with the applicable customs legislation, it being understood that the
risks and the shipping costs are borne by the Contractor until the installation at the place
indicated by Cultraro, unless otherwise specified.

6.2 Any taxes, charges, duties and fees related to the Purchase Order are borne by the Contractor,
unless differently established by the law provisions or otherwise stated in the reference
Purchase Order.

6.3 The Contractor undertakes to adopt and to make sure that all necessary precautions to protect
the Equipment during transport are adopted.

6.4 The Contractor shall bear the risk for perishing/damage to the Equipment, even for causes not
attributable to him, until the moment of Acceptance of the Equipment by Cultraro and also if
the Equipment is stored at the Contractor’s premises or at a third party, waiting for delivery
and/or Acceptance.

7 DELIVERY AND INSTALLATION OF THE EQUIPMENT

7.1 The Contractor undertakes to deliver and install the Equipment in compliance with the Dates
of Delivery of each Purchase Order and in accordance with the terms and modalities of
delivery specified therein. The delivery must be made in the place of destination indicated by
Cultraro.

7.2 If the installation is included in the Activities to be carried out by the Contractor, the latter
will arrange a site inspection in the place in which the Equipment will have to be installed, in
order to avoid any obstruction or impediment to Cultraro's productive activities and to ensure
that the installation is performed in accordance to the Law, and in particular with the law
provisions concerning safety, preparing for this purpose, together with Cultraro, a special
DUVRI, if required by the Law.

7.3 The Dates of Delivery indicated in the reference Purchase Order are binding for the
Contractor and are to be considered compulsory and essential for the correct execution of
each Purchase Order.

7.4 The Contractor guarantees that the Equipment is compliant with the provisions contained in
the reference Purchase Order and in the documentation of delivery of the same. If not,
Cultraro, may alternatively, at its choice:

7.4 The Contractor guarantees that the Equipment is compliant with the provisions contained in
the reference Purchase Order and in the documentation of delivery of the same. If not,
Cultraro, may alternatively, at its choice:

7.4 The Contractor guarantees that the Equipment is compliant with the provisions contained in

the reference Purchase Order and in the documentation of delivery of the same. If not,

Cultraro, may alternatively, at its choice:

7.4 The Contractor guarantees that the Equipment is compliant with the provisions contained in

the reference Purchase Order and in the documentation of delivery of the same. If not,

Cultraro, may alternatively, at its choice:

     (i) Refuse to receive the Equipment and ask the Contractor to draw back at its expense

     and risk the Equipment, without prejudice to any further remedy and right for

     compensation;

     (ii) Reduce the price proportionally.

7.5 In case of delays in the delivery of the Equipment, Cultraro may at its choice:

     (i) set another term within which the Contractor must deliver the Equipment;

     (ii) buy from third parties, at the expense and risk of the Contractor, with the sole burden

     of communicating it to the latter;

     (iii) in addition to points (i) and (ii) above, it can apply to the Contractor the penalties,

     however, without prejudice to the greater damage suffered by Cultraro as a result of

     such delay.

7.6 It remains anyhow understood that, in addition to the options provided by this article, Cultraro

will be entitled to terminate the Purchase Order according to art. 15 (Termination for breach

of the Contractor).

8 ACCEPTANCE OF THE EQUIPMENT AND TRANSFER OF OWNERSHIP

8.1 The property of the Equipment is intended transferred at the moment of delivery of the same
at Cultraro’s premises.

9 PRICE AND PAYMENTS

9.1 The price of each Equipment is indicated in the reference Purchase Order. Such prices are
fixed and are not subject to variations. Moreover, the price is to be considered as
comprehensive of all the Activities necessary for the realization, delivery, installation if
foreseen, verification of the Equipment (by way of example and not of limitation, the costs for
insurance, transport and testing), as well as of the compensation for the transfer of ownership
of the Equipment, and also of the property and of the consequent right to use the intellectual
property rights.

9.2 Payments will be made in accordance with the provisions of each Purchase Order and in any
case the total price will be paid in favor of the Contractor only with the issue of the Protocol
of Acceptance.

9.3 It remains understood that: (i) Cultraro is entitled to compensate any amounts relating to the
price with any sums due, for whatever reason, also as compensation for damages, by the
Contractor in favor of Cultraro; (ii) Cultraro is entitled, in case of breach of the Contractor,
also partial, respect to any obligation contained in these General Terms and Conditions or in
the Purchase Order, to suspend the payment of the sums still due.

10 WARRANTY

10.1 The Contractor grants warranty for any discrepancies and defects of any kind, even if latent,
so as for the proper, correct and good functioning of the Equipment manufactured and for the
reaching of the Stamdard Level of Production for a period of 24 (twentyfour) months starting
from the issuance of the Protocol of Acceptance by Cultraro unless differently foreseen in the
reference Purchase Order.