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;