General supply conditions PORTA Solutions S.p.A. Via S. Lorenzo 39 ‐ 25069 Villa Carcina (Brescia), Italia ‐ P.IVA e C.F. 01966300988 ‐ PEC [email protected] Tel +39 030 8900587 ‐ Fax +39 030 8900531 ‐ info@porta‐solutions.com ‐ www.porta‐solutions.com Cap. soc. euro 516.460 int.vers. ‐ Reg. imprese 01966300988 ‐ R.E.A. 398360 ‐ Cod m

1.1 These conditions ("General Supply Conditions") can be applied to every purchase order ("Order") of products ("Products") and/or services ("Services") by the Italian company Porta Solutions S.p.A. that fills an Order ("Purchaser") in case the parties did not sign any contract or any other written agreement of the same purpose relative to the subject of the Order and these conditions have to be considered accepted by the supplier ("Supplier") that accepts or processes the Order. These General Conditions can be modified by particular conditions ("Particular Conditions") specifically mentioned...

quality of Services and Products, (ii) the financial competence and the human resources necessary to draw up the Contract without risks of interruptions or delays and (iii) all the necessary permits, authorizations, rights and approvals for the supply of Services and/or Products. 2.2 The Supplier declares and grants that he will supply the Services and/or Products with the duty of the result and in compliance with the conditions of the Contract including, by pure way of an example and not exhaustive, the conditions and the specifications of the Order, following in particular the quantities and...

margin for the ordered Product quantities. The right of ownership of the Products will pass to the Purchaser at the moment of the delivery. 3.4 In case the Services and/or Products are not in compliance with the specifications of an Order or are in some way faulty, the Purchaser can refuse to accept the Services and/or Products in question or can reserve the right to accept them or can accept them with a reduction of price proposed by the Purchaser himself. If the Purchaser refuses to accept the faulty or unlike Products and/or Services, the Supplier will have to supply again or repair or replace...

5.2 The requests of exceptions have to be forwarded to the quality control with the indication of quantities, anomalies, causes and corrective actions. Any delivery cannot be carried out without a written answer by the quality control. 5.3 In case of non-overcoming of the acceptance run-off and at the same time it is necessary a prompt replacement of the goods and this is not possible, all the expenses for the readjustment of the goods according to our requirements will be charged to the supplier. Anyway it is agreed that all the expenses met in case of return of the goods are at charge of the...

6.3 All correct invoices will have to be paid by the agreed time. The delays in payment that the Purchaser does not justify will be treated according to law 231/02 about delays in payment. The Purchaser can compensate every amount due to the Supplier with the amounts that the Supplier dues to him without limiting any other right or remedy. 7.1 The Supplier will keep with maximum privacy any information reserved to the Purchaser (in any way this is registered, preserved or communicated) of economic or technical or commercial origin, concerning in addition the Purchaser, its activities or the subject...

written approval of the Purchaser. This assignment includes all fields (Internet included) and is effective for the whole period of Intellectual Property Rights protection agreed by the law. In the present article the Intellectual Property Rights are meant to be patents, rights on inventions, utility models, royalties, trademarks, service marks, commercial, company and domain names, rights on design, rights on software, rights on database, topographic rights, rights on reserved information (know-hoe and industrial secrets included) and any other intellectual property right both if it is registered...

10.2 The interpretation, validity and realisation of all Orders and all Contracts are regulated by the Italian law and if would not be possible to solve out-of-court any claiming or dispute due to them, the jurisdiction of Brescia (Italy) will be exceptionally the place of jurisdiction also in case of summary proceedings or petition of third party or in case of more defendants. 11.5 Who is not contracting party of the Conditions does not have any right in virtue of them or in relation to them. 12.1 For any dispute the jurisdiction of Brescia is competent. 11.1 The total or partial invalidity...