General Terms and Conditions of Purchase

Preamble

These General Terms and Conditions of Purchase (the “Terms”), consisting of fifteen (15) Articles, shall form an integral part of all Purchase Orders issued by Modulblok S.p.A. (“Buyer”) and shall govern, to the extent not inconsistent with the provisions of the relevant Purchase Order, the contractual relationship between:

MODULBLOK S.p.A. (the “Buyer”)

and

THE SUPPLIER (the “Supplier”).

By accepting the Purchase Order, the SUPPLIER expressly acknowledges and accepts the following terms and conditions in their entirety, both individually and collectively.

Art. 1 – Transport, Packaging and Identification

The Goods shall be transported at the SUPPLIER’s risk and responsibility.

The Goods shall be packaged in accordance with the provisions of the Purchase Order and the applicable technical supply specifications and, in any event, in compliance with all applicable safety regulations, in such a manner as to safeguard the integrity of both the personnel responsible for handling operations and the Goods themselves, while facilitating unloading and inspection activities.

Any damage resulting from inadequate packaging or negligence in shipment, including where transportation is carried out through third parties, shall be borne by the SUPPLIER.

Where required, the Goods shall be identified by means of labels affixed thereto indicating the relevant Modulblok S.p.A. Purchase Order number and any project reference number specified by Modulblok S.p.A. at the time the Purchase Order is issued.

Materials supplied by Modulblok S.p.A. to the SUPPLIER for processing operations shall be returned to Modulblok S.p.A. with the appropriate identification maintained in accordance with the identification assigned upon delivery (as indicated also on the Delivery Note issued to the SUPPLIER). Such identification numbers shall also be stated on the Delivery Note accompanying the return of the Goods to Modulblok S.p.A.

Art. 2 – Acceptance of Goods

Acceptance of the Goods shall always be subject to quantitative and qualitative inspection. Any claims may be made within thirty (30) days from the date of inspection or from the discovery of the defect. In the event that the Goods are rejected for any of the reasons set out above, the SUPPLIER shall be solely responsible for all resulting consequences, thereby releasing Modulblok S.p.A. from any liability.

The Delivery Note (D.d.T.) accompanying the Goods shall accurately correspond to the Goods delivered and shall indicate the Modulblok S.p.A. Purchase Order number and any project reference number specified in the Purchase Order.

The weight of the Goods shall be deemed to be the weight verified upon arrival, even where the Goods are sold ex works.

Verification of the Goods, both in terms of quantity and quality, shall be carried out upon receipt by a representative of Modulblok S.p.A. and the SUPPLIER, or by the carrier. In the absence of the SUPPLIER’s representative, the findings recorded by the representative of Modulblok S.p.A. shall be deemed conclusive and binding, including in the event of a dispute.

Art. 3 – Certificates

Certificates of Conformity, Material Traceability Certificates and Inspection Certificates, where required, shall form an integral part of the supply.

Art. 4 – Storage

Modulblok S.p.A. shall have the right to require the SUPPLIER to store and preserve the Goods for an agreed period of time. Such storage and preservation shall be carried out in a manner that ensures the maximum protection of the Goods, preventing any damage that could affect their quality and ensuring that their identification is maintained at all times for traceability purposes.

Art. 5 – Prices

The prices specified in the Purchase Order shall be fixed and not subject to revision for the entire duration of the supply, regardless of the occurrence of any circumstances whatsoever, including unforeseeable events which, by affecting costs, might otherwise justify a price adjustment pursuant to Article 1664 of the Italian Civil Code.

The agreed prices shall include and cover all general and specific costs necessary to provide the supply complete and in accordance with good workmanship standards.

Art. 6 – Payments

Payment shall be made in accordance with the agreed payment terms and, in any event, only after receipt and inspection of the Goods.

Payment shall be subject to receipt by Modulblok S.p.A. of the contractual technical documentation, including Inspection Certificates and Delivery Notes. Invoices shall be submitted to the registered office of Modulblok S.p.A.

The agreed payment terms shall commence in favour of the SUPPLIER only after the SUPPLIER has fulfilled all contractual obligations. Payments falling due on 31 August and 31 December shall be rescheduled to 10 September and 10 January respectively.

Art. 7 – Delays

Delivery of the Goods shall be made within the time limits specified in the Purchase Order. Should any delay occur for any reason whatsoever, the SUPPLIER shall promptly notify Modulblok S.p.A., which reserves the right to cancel the Purchase Order, in whole or in part.

In the event of delay in the performance of the supply, the SUPPLIER shall fully compensate Modulblok S.p.A. for any loss or damage incurred. In addition, a penalty shall apply, the amount and method of application of which shall be specified in each individual Purchase Order.

Art. 8 – Warranty

The Goods shall be warranted against latent defects.

The warranty provided by the SUPPLIER shall extend to all requirements relating to the subject matter of the supply, the materials used, calculation errors, and defective workmanship or quality non-conformities. In all such cases, the replacement or repair of defective parts shall be carried out as promptly as possible, without prejudice to the right of Modulblok S.p.A. to seek compensation for any damages incurred.

Art. 9 – Order Amendments

Any amendment to the Purchase Order affecting its technical or commercial terms shall be deemed valid only if accepted by Modulblok S.p.A. through the issuance of a formal Purchase Order amendment.

Art. 10 – Purchase Order Acceptance

Acceptance of the Purchase Order in all its parts by the SUPPLIER shall in any event be deemed confirmed five (5) days after the date on which the Purchase Order is issued by Modulblok S.p.A., even in the absence of written confirmation from the SUPPLIER.

Upon acceptance of the Purchase Order, all general terms and conditions of sale of the SUPPLIER shall be deemed cancelled and of no effect.

The above terms and conditions shall be binding and may only be amended or waived if expressly stated in the Purchase Order<.

Art. 11 – Transfer of Title

Title to the materials and/or equipment covered by the Purchase Order shall pass to Modulblok S.p.A. upon delivery of the materials by the SUPPLIER at the agreed place of delivery.

Art. 12 – Cancellation and suspension

Modulblok S.p.A. may, at its sole discretion and without providing any justification, cancel or suspend the Purchase Order, in whole or in part. In such case, Modulblok S.p.A. shall inform the SUPPLIER, specifying the cancelled portion and the effective date of cancellation or suspension. The SUPPLIER shall be reimbursed for the actual costs incurred.

Art. 13 – Force Majeure

The delivery dates specified in the Purchase Order may be modified without any penalty being applied to the SUPPLIER where a force majeure event occurs within the contractual delivery period. Force majeure events shall be limited to wars, whether declared or undeclared, riots, insurrections, sabotage, fires, floods, epidemics, explosions and nationwide industry strikes.

Each Party shall promptly notify the other Party, by registered letter or certified email (PEC), of the occurrence and cessation of any force majeure event.

Upon termination of the force majeure event, the SUPPLIER shall provide Modulblok S.p.A. with the supporting documentation certified by the competent local Chamber of Commerce.

Failure to provide timely notice of the occurrence of a force majeure event shall result in the forfeiture of the SUPPLIER’s rights under this clause.

Art. 14 – Disputes

The Court of Udine shall have exclusive jurisdiction over any dispute arising out of or relating to the Purchase Order and its interpretation..

Art. 15 – Confidentiality

The information contained in the documents attached to the Purchase Order shall be deemed confidential and proprietary.

Accordingly, all such documents and the information contained therein may not be transferred, reproduced, used or disclosed, in whole or in part, for any purpose other than that connected with the Purchase Order, without the prior authorization of Modulblok S.p.A.

Art. 16 – Supplementary Clauses pursuant to Legislative Decree 231/2001

The SUPPLIER declares:

a) that it is aware of the provisions of Italian Legislative Decree No. 231 of 8 June 2001 concerning the administrative liability of legal entities;

b) that it is aware of the ethical and behavioural principles set out in the Code of Conduct adopted by Modulblok S.p.A., available on the Company’s website.

The SUPPLIER undertakes not to engage, and pursuant to Article 1381 of the Italian Civil Code to ensure that its directors, employees and collaborators do not engage, in any conduct that may constitute a violation of the provisions and principles contained in the Code of Conduct or, more generally, conduct that may result in the commission of any offence under Legislative Decree 231/2001. The SUPPLIER further undertakes to adopt and implement, where necessary, procedures suitable for preventing such violations.

The SUPPLIER acknowledges, and where necessary authorises, that the Supervisory Body established by Modulblok S.p.A. may request information directly from personnel involved in the performance of the contractual activities, for the purpose of carrying out its supervisory duties.

In the event of a breach of the obligations set out in this clause, Modulblok S.p.A. shall be entitled to terminate the contractual relationship pursuant to Article 1456 of the Italian Civil Code and to claim compensation for any damages arising from or connected with such breach. For this purpose, Modulblok S.p.A. shall notify the SUPPLIER, by registered letter with acknowledgement of receipt or certified email (PEC), of its intention to invoke the express termination clause. The termination shall take effect upon receipt of such notice, without prejudice to the right to claim damages.

The SUPPLIER further declares that neither the company nor its senior managers or subordinate persons, as defined respectively under Article 5, paragraph 1, letters (a) and (b) of Legislative Decree 231/2001, have been involved, in any capacity whatsoever, in criminal proceedings relating to any of the offences provided for under Legislative Decree 231/2001.