GENERAL TERMS and CONDITIONS OF SALE between COMPANIES OF DEATEX GROUP ITALY Hereinafter also named Seller and hereinafter The Client or The buyer Preamble The present Agreement governs the partnership relations based on which the COMPANIES OF DEATEX GROUP shall supply products to the Client for various projects and for serial production. Prior to commencement of serial production, COMPANIES OF DEATEX GROUP have demonstrated that they are in a position to meet the technical requirements. COMPANIES OF DEATEX GROUP have verified their high quality standards by submitting the QM certificate or other appropriate quality procedures. 1. Object of Agreement / Contract Goods 1.1. COMPANIES OF DEATEX GROUP shall be obliged to supply the goods ordered and/or manufacture the items to be delivered for which a price agreement and specifications have been drawn up. The obligations of COMPANIES OF DEATEX GROUP shall also include the purchase and scheduling of all necessary primary materials. 1.2. The items to be supplied, the nature thereof and their individual prices, the potential for rationalisation, as well the potential price increase due to raw material increase or other costs shall be stipulated in the form of a price agreement and/or an individual contract and/or specifications agreed between the parties. 2. Orders, Delivery Call- offs 2.1. In all cases, orders shall be issued in writing. This shall likewise apply to any additions or changes to the order. Ancillary oral agreements shall not be valid unless confirmed in writing by the Client. Delivery call- offs, insofar as they include specific orders, and orders shall be binding unless revoked in writing within five (5) working days before loading date. For production runs of our A.N.T. manufacturing site, the term for orders cancellation is, at least, 10 working days. Page 1 of 6
3. Correspondence All correspondence intended to the Client will be conducted with the department responsible in each case, stating the identification details noted on the order, in particular the order number. If necessary, COMPANIES OF DEATEX GROUP will request THE CLIENT to name the relevant department. 4. Prices and Payment, Transfer of Risk 4.1. Payment for goods will be made following delivery, inspection for damage during transport and receipt of invoice. The conditions of payment shall be Thirty (30) days end of month of invoicing date. No other conditions of payment shall apply unless expressly agreed by THE CLIENT and the COMPANIES OF DEATEX GROUP. 4.2. Should express delivery of consignments be necessary due to failure on the part of COMPANIES OF DEATEX GROUP to meet the delivery date, any additional costs incurred shall be for the account of COMPANIES OF DEATEX GROUP. Seller cannot be held responsible for delay in delivery in case of force majeure like strikes, fires, bad weather, etc. 4.3. Title to the goods supplied by the COMPANIES OF DEATEX GROUP relevant to this document should not pass from the seller to THE CLIENT until the purchase price for the goods has been paid in full and received by the seller. 4.4. In the event of full or partial non payment by the buyer for the consigned goods, the seller retains the right to suspend all other delivery, even if covered by separate purchase orders, without being required to make any notification to the buyer, and to consider null or void by default of the buyer any and all contractual agreements. No claims or contestations shall give the buyer the right to delay or suspend payment and none shall be honoured if not preceded by the payment of all sums owed the seller. In the case, title to the goods remain with Companies of Deatex Group, upon delivery risk in the goods shall pass to the Client. 5. Order Processing, Dispatch, Packaging, Freight and generally Logistical requirements 5.1. The seller retains the right to increase or decrease the quantity indicated in the order confirmation to meet their packaging dimensions. 5.2. PACKAGING OF GOODS. Companies of Deatex Group will supply all the products of Client s interest duly packaged and loaded on conveyance in the best way. 5.3. COMPANIES OF DEATEX GROUP will compensate the Client for any damages or costs incurred in the event that COMPANIES OF DEATEX GROUP are in breach of the provisions of Clause 5.2. As far as possible, packaging selected by COMPANIES OF DEATEX GROUP will be environmentally compatible. Page 2 of 6
5.4. Delivery notes will include the following particulars: supplier number issued and communicated by the orderer orderer s product code designation of product order number and order date quantity batch number date of loading orderer s clerk unloading point 5.5. During working hours it is expected that a competent English speaking contact will be available from both parties. 5.6. SUPPLYING TERMS AND SUPPLY SECURITY. Once entered the serial production, COMPANIES OF DEATEX GROUP can grant in their warehouses a convenient stock involving a mutual signed agreement, otherwise, deliveries will be submitted to normal production lead times. The Client must ensure the complete usage of the stock before changing the item or the size. In case of reels width reduction, relative losses will be split 50-50% between the Client and COMPANIES OF DEATEX GROUP for the remaining stock. 5.7. ON CALLS DESPATCHES. Despatches will be carried out on calls by the Client with at least a seven working days delay. 5.8 DELIVERY TERMS will be agreed between THE CLIENT and the seller. 6. Certificates of conformity 6.1. Each batch of goods is accompanied by a certificate of conformity 7. Invoices, Receivables 7.1. Invoices will comply with the prevailing statutory requirements and will be forwarded separately following the delivery, i.e. not enclosed with the consignment. Invoices will quote the order and delivery- note numbers specified by the Client, as well as the Client s name (clerk). 7.2. Collective invoices for several delivery notes are issued. An invoice issuing for each delivery note can be agreed with the Client. The invoice shipment is made through electronic system (email). No paper document will be sent if not requested by the Client. The electronic document should be considered as the original one. To validate it, it must be printed. Page 3 of 6
8. Safety Regulations 8.1. All COMPANIES OF DEATEX GROUP s products are safe and gentle with the environment. Relevant safety, REACH and no heavy metals conformity documentation is always available. 9. Quality, Documentation and assurance 9.1. The goods supplied by COMPANIES OF DEATEX GROUP will comply with state- of- the- art technology, the applicable safety regulations and the agreed technical data. 9.2. Improvements to the object of this Agreement may not be undertaken unless such improvements are previously agreed with and approved in writing by the Client. Should either party see a possibility of developing the object of agreement further or of improving or reducing the costs thereof, one shall inform the other party accordingly. Further developments, improvements and cost- reducing modifications to the object of agreement shall become an integral part of such object if the parties enter into an agreement to this effect. 9.3. The Client is allowed to conduct an audit in order to determine if COMPANIES OF DEATEX GROUP s quality assurance measures meet his requirements. The audit may be conducted as a system audit. 9.4. If it becomes evident that the agreed terms (e.g. quality features, deadlines, delivery quantities) cannot be met, COMPANIES OF DEATEX GROUP will inform the Client (all responsible departments) immediately, stating the reasons and estimated delay. Both parties shall designate contact persons for this situation. 9.5. COMPANIES OF DEATEX GROUP are always in condition to grant a full traceability of their products, batch by batch, roll by roll. 9.6. LABEL Every single roll shows a label over the poly wrapping stating: Delivery address Invoicing address Client s order number Product designation and code Client s product code Quantity Batch and roll numbers An additional label with special indications can be agreed with the Client for special shipments (Sample, orderer s name...). Page 4 of 6
9.7. COMPLAINT Upon receipt, the Client must examinate supplier s products with respect to quantity, identity and any externally visible damages. If at this level a non conformity is detected, the Client must indicate it on carrier s documents and advise immediately the Seller. If the Client detects non conformities in individual cases at a later date, the Seller will be informed accordingly as soon as possibile. Unless otherwise stipulated, COMPANIES OF DEATEX GROUP will receive a sample of rejected material for analysis at their mill. In case of a dispute, the Client and COMPANIES OF DEATEX GROUP will conduct a joint analysis. In the event of damage the Client shall allow COMPANIES OF DEATEX GROUP the possibility to examine the non conform goods. If the non conformity is detected by COMPANIES OF DEATEX GROUP, they have to inform the Client in writing as soon as possible, detailing as much as possibile the problem. 9.8. COMPLAINT MANAGEMENT Companies of Deatex Group is fully responsible of the quality of the product supplied. In case of defects detected by the Client during their process, COMPANIES OF DEATEX GROUP will retire and substitute as soon as possible all the goods interested by the non conformity on their charge. COMPANIES OF DEATEX GROUP will be also responsible for the amount of produced pieces required to identify the nature of the defect (e.g. maximum 50 linear meters of the laminated fabric or 10 finished parts). COMPANIES OF DEATEX GROUP won t ever be responsible for huge quantities of rejected materials or finished parts as the process control of the Client should detect non conformity and stop the production process accordingly. The Client has to notify Companies of Deatex Group about the non conformity as soon as it is detected. Companies of Deatex Group cannot be held responsible for consequential damages, as damages on machinery, to third persons or to image and line stops. 9.9. COMPLAINT PROCEDURES The Client, together with a full and clear description of relevant non conformity, will supply also: - batch number (compulsory), - the referring delivery note number and the roll number, - a photo showing as clear as possible the issue, - total quantity of involved material, - quantity of pieces and/or meters of non conform processed product, - value of the total claim. The Client should not dispose anything out of rejected materials or finished products. COMPANIES OF DEATEX GROUP - will inform by return the Client about the following options: A) inspection of the claimed materials at Client s site. B) request to ship a convenient sampling referring to the global claim; - by customer request will send a report for each received claim; - COMPANIES OF DEATEX GROUP will never accept management or handling complaint costs of the Client; - once recognized the non confornity, COMPANIES OF DEATEX GROUP will issue a Credit Note for the amount of money finally agreed with Client. COMPANIES OF DEATEX GROUP won t accept any Debit Note; - COMPANIES OF DEATEX GROUP will be responsible just for the materials returned or in condition to be returned to supplier s plant. Page 5 of 6
10. Confidentiality 10.1. The parties to this Agreement hereby undertake to treat all non- evident commercial and technical information which may come to their knowledge in the course of business relations as trade secrets. 10.2. In particular, drawings, models, patterns, samples and similar items may not be assigned or otherwise made accessible to third parties. Reproduction of such items and use of such information shall not be permitted, save within the scope of contractual agreements, operational requirements and the provisions of copyright law. 11. General Provisions 11.1. Unless otherwise agreed, this Agreement shall be governed solely by the law of the Italian Republic with the exclusion of UN law on the sale of goods. 11.2. Exclusive place of jurisdiction shall be the place of the registered office in Milan. Page 6 of 6