GENERAL TERMS AND CONDITIONS OF SALE

1. Preamble

These general conditions, unless otherwise agreed in writing, regulate all current

and future sale agreements between the Parties.

2. Offers

2.1. The Buyer declares to grant and accept all measures concerning weight, surface,

shape, size and, at any rate, all the technical speci

fications included by

Elbi in its published documents.

2.2. Elbi reserves the right to make all changes without fore-notice it should

arbitrarily deem necessary to enhance the product, as also to cease production of

any model, excluding any right of the Buyer to demand compensation under any

form.

2.3. The documentation enclosed to offers by Elbi is exclusively reserved to the

Buyer, with the explicit prohibition to make it accessible, even partly, to third parties

without due authorisation in writing by Elbi.

3. Orders

3.1 Every order submitted by the Customer is understood as accepted by Elbi only

once it issues a Confirmation of Order.

Submitted orders are legally binding for the Customer and cannot be changed

or cancelled without consent in writing (including by fax or e-mail) by Elbi or with

execution of the modi

fied order.

3.2. If the Customer drafts an order in name and on behalf of third parties from

whom it has received mandate to file orders, by signing the order it agrees to fully

comply with the agreed terms.

3.3. Orders received by representatives of Elbi are not binding until they are accepted

in writing (including by fax) by the latter, or rather, until their formal execution.

3.4. Elbi reserves the right to cancel an order if its execution is not feasible or is

unreasonably costly due to an unpredictable impediment that is independent of its will.

4. Prices

4.1.Prices are ex-works, unless otherwise agreed in writing by the parties, and are

expressed in euros. VAT is not included in the prices and will be invoiced separately

based on the tax rate applicable on the date of invoice.

5. Delivery

5.1. Delivery terms are purely indicative. In no case will a delivery delay entitle the

Customer to request compensation and/or entail cancellation of the order.

Any right to compensation of damages is at any rate limited to the contract value.

5.2. If deliveries are delayed because of force majeure, the delivery date will be

extended by the duration of the event that caused the delay.

5.3. If an established delivery date is deferred by the Customer, Elbi will be entitled

to demand payment of the amount of the available goods, or rather, to further delay

their delivery.

6. Shipment and transfer of risk

6.1. Procedure for shipment is decided by Elbi, unless otherwise agreed.

6.1. If packing is not included, it is invoiced at price of cost. Elbi does not accept

returned packages.

6.3. For deliveries worth less than 1.000 euros (and for Sicily and Sardinia only,

worth less than 1,500 euros), a surcharge of 5% will be applied, with a minimum

contribution of 40.00 euros for transport expenses.

6.4. For deliveries to construction sites, a fixed contribution of 5% will be applied for

transport expenses.

7. Returned goods

7.1. Goods can only be returned if Elbi grants authorisation in writing,

7.2. If the parties agree to return goods, Elbi will charge the Customer administrative

fees of 30% of the invoiced amount. Elbi also reserves the right to charge further

value reductions on returned goods.

7.3. Elbi will not accept goods returned 3 (three) months after their delivery.

8. Payment terms

8.1. Unless otherwise agreed in writing by the parties, payments must be made to

Elbi in Limena (PD), Via Buccia 9.

8.2. All payments must be made by the due date indicated in the invoice.

8.3. The Customer cannot compensate its debt for supplied goods with any credits

that Elbi has not acknowledged or has contested, and cannot suspend payments,

in part or in full.

8.4. If the Customer makes a payment after the due date in invoice, Elbi will be

entitled to issue a Bank Order and invoice for any arrears, which will be charged ex

art. 5. of Legislative Decree no. 231/2002. The above without prejudice in any case

to Elbi’s right to take legal action in order to receive compensation of the greater

damage. Issuance of a Bank Order entails the surcharge of stamp duty and any

accessory bank fees. Interest will be due without the need to issue a formal notice

of default.

8.5. Failure to comply with the payment terms applicable to a supply by the

Customer will entitle Elbi to immediately demand payment of all pending amounts,

with automatic expiry of the agreed term.

9. Suspension of a supply

9.1. Failure to pay an invoice or its delayed payment will entitle Elbi to suspend any

pending deliveries until it receives payment of its credit.

10. Warranty

10.1. Elbi will deliver to the Customer goods compliant with the legislation applicable

in Italy. The Customer agrees to accept goods that are compliant with the laws in the

Country to which they are delivered and will promptly inform Elbi (at any rate prior to

shipment) of any changes it wants made to the goods and/or packing.

11. Retained ownership

11.1. Upon delivery, the Customer must immediately inspect the goods.

11.2. Any claims must be submitted in writing to Elbi within 8 days from receipt of the

goods or, in the event of concealed flaws, within 8 days from their discovery and by

and no later than one year from their delivery. Replacement of the goods does not

mean that Elbi accepts the claim.

Claims regarding quantity (no. of items) and packing conditions must be reported

on the transport document upon delivery, or (if otherwise, the claim will be void)

within 2 (two) business days following delivery of the goods.

11.3. Elbi agrees to solve any manufacturing flaw, poor quality standard or

nonconformity of the products that are attributable to its production, and that

occurred within the terms established by law from the date the Products were

delivered, provided it is promptly informed thereof, in accordance with point 2 of

this clause.

11.4. Except for negligence or severe misconduct, Elbi will be required (whichever it

chooses) to either:

a) supply products to the Customer of the same kind and quality as those found

to display flaws, or that are not compliant with agreed terms; Elbi can in such case

demand, at the expense of the Customer, to have the faulty products returned, over

which it will have ownership;

b) repair the flawed product at its expense or modify the product that is not

compliant with the terms agreed in order;

c) refund the Customer the price paid for the non-compliant products upon their

return.

The warranty herein encompasses and replaces any other warranties on flawed or

non-compliant products and excludes any other liability on Elbi’s part for supplied

products; more specifically, the Customer cannot submit any other claim for

damages, request a discount or termination of the contract. Once the warranty term

is over, the Customer will not be entitled to submit any claim against Elbi.

11.5. Any repair and service performed under warranty will be subordinate to the

Buyer processing payment for the goods.

11.6. The warranty is at any rate confined and limited to the exact correspondence

of the supplied product to the one ordered in writing. It is the Customer’s exclusive

responsibility to solve any problems tied to assembly, adaptation to the intended

use of the product and natural wear. The warranty moreover excludes any product

part or accessory directly manufactured by the Customer or third parties.

12. Express termination clause

12.1. Goods delivered to the Customer remain property of Elbi until their invoiced

price is paid in full.

12.2. For as long as Elbi retains ownership over the goods, the Buyer cannot without

prior consent in writing by Elbi pawn or sell the supplied goods to third parties.

13. Safeguard clause

13.1 If any clause of these General Conditions of Sale proves ineffective or void, in

part or in full, the other clauses of the Conditions will continue to be enforceable

and applicable.

The contractual parties agree to replace the void or ineffective clause with another

one that will ensure that the economic scope originally intended for these Conditions

can be legally pursued.

14. Applicable law and Competent Court

14.1. All agreements regulated by these General Conditions of Sale are, for all

matters not pertaining to Italian law, regulated by the Vienna Convention of 1980.

Any dispute that may arise between the parties will be settled by the sole competent

Court of Padua, all other concurring or alternative Courts excluded.

15. Correspondence

15.1. Any correspondence and/or order submitted to Elbi must be submitted to the

following address (or will otherwise be void): via Buccia 9, Limena (PD) – IT;

Tel +39/049/8840677 Fax +39/049/8841610 e-mail: info@elbi.it

Pursuant to and by effect of art. 1341 of the Civil Code, the Buyer declares to

have carefully read the above clauses under points 2) Offers; 3) Orders; 4)

Prices; 5) Delivery; 6) Shipment and transfer of risk; 7) Returned goods; 8)

Payment terms; 9) Suspension of a supply; 10) Warranty; 11) Retained ownership;

12) Express termination clause; 13) Safeguard clause; 14) Applicable law

- Competent Court; 15) Correspondence.

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