(Re: MG.2004.04.03.012)

1. CONDITIONS

The general conditions herein shall be applied at all times unless other explicit exceptions are agreed when placing orders. All the conditions indicated herein are intended as accepted, from the very beginning of the fulfilment, whether the supplier signs the copy or not, seeing as they are an essential part of the purchase order. The supplier shall consequently not write any other clauses on invoices, notes or other correspondence, which are contrary or in any event in addition to the general conditions herein.

2. PRICES

Contractual prices are intended as fixed even in the case of rises in costs and any other feasible variations, unless other explicit agreements are made and written on the purchase order or any other written document.

3. INVOICES, DELIVERY NOTES AND CONSIGNMENT

Invoices and transport documents, as well as stating the indications imposed by current laws and being issued within the terms laid down therein, shall include the purchase order number and a clear description of the material consigned.

4. MERCHANDISE CONSIGNMENT AND EXAMINATION

The merchandise is always intended as consigned to the place of destination written on the purchase order. Risks related to the merchandise are transferred to our company solely after we and our employees in charge of the merchandise have received and accepted it at our warehouse. Mere consignment to our receiving personnel does not mean that the merchandise is accepted, since the quantity and quality of the merchandise shall be examined exclusively by our offices. For claims to suppliers concerning defects and faults in the merchandise consigned, we abide by the terms of section 1495 of the Civil Code.

5. CONSIGNMENT TERMS

The indicated consignment date is crucial for the ordering party. In the case of failed observation of the consignment terms, even for just a part of the order, we reserve the right to decide the following at our sole discretion: a) to keep the order as it is, charging the supplier a penalty of 1% of the amount of the material not consigned for each week of delay after the first 15 days, plus the right to claim further losses; b) to cancel the order, with full rights, in which case we will merely inform the supplier accordingly, being exempted from the offer subject to the first paragraph of section 1517 of the Civil Code; c) to purchase the material of the supply elsewhere and at any time (and thus beyond the cases foreseen in section 1516 C.C.) at the supplier’s risk, plus the right in any case to request compensation for the full loss.

6.DOCUMENTS

Unless stated otherwise on the purchase order, the merchandise shall be accompanied by the customary documents, such as, for example, instruction handbook, assembly diagrams, maintenance instructions, certificates of conformity.

7.TESTING

We reserve the right to attend merchandise tests or to request test certificates.

8.WARRANTY

The supplier guarantees conformity of the order and the efficient operation of the merchandise ordered for a period of 12 months from its initial use or 15 months at the most from its date of delivery. Replacements and repairs during the warranty period are completely free of charge, ex works, for both material and labour. Failing fulfilment of the supplier’s repair/adjustment obligations within 14 days from the date of complaint, the purchaser has the right to resolve the defect directly and to bill the supplier for the expenses accordingly.

9.LOSSES

The vendor shall reimburse any losses that the merchandise ordered causes, even if the purchaser uses and assembles it diligently.

10. CUSTOM-BUILT PARTS OR MODELS OF MARCHESINI GROUP AND COMPANIES BELONGING TO THE GROUP

The supplier shall not copy, transfer to third parties or use in any other way, the drawings and models of Marchesini Group or of other companies belonging to the group. The supplier’s production of material based on drawings, models or samples of Marchesini Group or of other companies belonging to the group, shall be limited to the quantities to be consigned to the company and the supplier shall destroy any feasible rejects. The supplier shall not produce or sell custom-built material based on drawings, models and samples of Marchesini Group or of other companies belonging to the group, for use in production or as references, spare parts or accessories in general, whether or not such material is produced or sold with or without reference to the name, trademarks or distinctive marks of Marchesini Group or of other companies belonging to the group and acknowledges that such actions are illegal.

11.PAYMENTS AND NON-FULFILMENTS

Ascertained non-fulfilments of the supplier give the purchaser the right to suspend any payments due even if they are not related to the order involved, without the need for cautionary provisions of the judicial authority.

12.JURISDICTION

For any controversies, the competent judicial authority is the court of Bologna or that of the headquarters of the companies belonging to the group. The supplier declares to have read, understood and accepted the conditions stated in sections 1 to 12.