General conditions of purchase and sale

General terms for the purchasing of goods and services

1. General principles
   The following general purchase terms are the only ones that shall govern the issuance of orders or purchase contracts stipulated by CEBA S.r.l. (hereinafter referred to as “CEBA”). Any changes and additions, as well as sales terms of the Supplier that differ in whole or in part from these general purchase terms shall be valid only upon CEBA’s specific acceptance in writing. Otherwise these purchase conditions agreed upon by the parties shall apply.
   
   
2. Some definitions
   2.1 Force majeure event, refers to unforeseen circumstances, turmoil, strikes (local and national), roadblocks, labour union demos or work protests, accidents, breakdown of plants or machinery, fire, floods, storms, difficulties or increase of costs of workforce, material, transport or processing of raw materials, accidents in some way impacting on assets and/or service subject of the Supply and/or their production, supply or delivery costs.
   
   2.2 Order, refers to all the documents that compose the purchase order issued by CEBA, including the related contract and which, all together regulate these conditions, and the obligations of CEBA and the Supplier.
   
   2.3 Supplier, refers to the company indicated in the Order and all of its successors or assignees on any basis, obliged to carry out the Order.
   
   2.4 Supplies, refer to – for example – the equipment, goods, services, works, also intellectual, and where applicable, the packaging, transport, single components (including spare parts) object of the Order or to be supplied and/or used to carry out the Order.
   
   
3. Orders and Changes
   3.1 Orders, contracts and requests for delivery or Supply, and modifications or additions to these, will be valid and effective only if expressed in writing.
   
   3.2 The Orders shall be binding the moment CEBA receives the confirmation of the Order itself by the Supplier pursuant to the next paragraph 3.3.
   
   3.3 Within five (5) days from the receipt of the order, the Supplier shall send to CEBA the Order duly signed as acceptance by the person authorised to do so. The Order, thus accepted, shall replace even previous or different agreements, conditions or requests not expressly mentioned in the Order itself.
   
   3.4 For the purposes of the current general purchase terms drawn up in writing, all communications shall be transmitted in writing via fax or electronic means.
   
   3.5 By accepting the Order, the Supplier declares to possess the technical and financial abilities to carry them out and, therefore, guarantees the Supply of the goods and/or services requested according to the indications in the Order and at the general purchase conditions herein provided (therefore the possible sales terms of the Supplier shall not apply).
   
   3.6 In case of the failure to confirm the Order in the aforementioned ways and terms, the Order shall, however, be considered accepted by the Supplier.
   
   3.7 The estimates requested by the Company shall be binding for the Supplier and shall not give rise to compensations of any kind in favour of the same, except for different provisions explicitly agreed between the parties.
   
   3.8 CEBA has the faculty to revoke and/or annul an Order at any time, if according to its own undisputable view, it retains that there are no longer any warranties, even asset holdings, and the capacity of the Supplier to regularly carry out the Supply services.
   
   3.9 Moreover, CEBA shall be entitled to request changes in Orders already issued, as well as annul the Orders already relayed to the Supplier. In this case, CEBA shall be charged only for the sole products and/or services already produced, serviced or under processing/production, with CEBA reserving the right to carry out to this regard, control at the Supplier’s facilities.
   
   
4. Delivery of the goods/supply of Services
   4.1 The Supplies have to be newly manufactured and delivered in the consignment place mentioned in the Order.
   
   4.2 The delivery dates, places and terms are those indicated in the Order and are binding for the Supplier. The delivery dates are the ultimate terms for the delivery of goods or for execution of the services, objects of the Supply.
   
   4.3 The Supplies shall be sent with suitable packaging that can ensure their arrival at the destination in perfect conditions for use and shall travel at the complete risk of the Supplier, up to when they are accepted by CEBA, in the consignment place agreed in the Order.
   
   4.4 The Supplies shall be accompanied by a bill of lading (B/L) indicating:
   - Product code;
   - Product description;
   - Quantity;
   - Order/contract number referred to in the consignment document.
   
   4.5 The Supplier shall immediately inform CEBA whenever he foresees difficulties that may hinder the delivery of the goods or the supply of services in the time frames agreed upon and with the quality requested in the Order, indicating the potential impact and related recovery actions to be undertaken.
   
   4.6 Anticipated and/or partial deliveries are excluded, except when there is a prior written agreement with CEBA. CEBA reserves the right to debit possible greater costs for anticipated and/or partial forwarding that come about without his consent.
   
   4.7 Acceptance of the Supplies beyond the delivery term foreseen in the Order, or partial Supplies, shall not constitute, not even implicitly, renunciation to the request for indemnities for damages possibly suffered by CEBA.
   
   4.8 If the Order includes the laying of items (installation, start-up) by the Supplier, these will be done charged to the same, if not otherwise covered by the agreement, and will also include all the direct or indirect costs, such as travel and transportation costs.
   
   4.9 Contextually with the performance of the Supply, the Supplier shall consign to CEBA all the documentation needed and suitable for regular usage (e.g. the manual of instructions and use, installation and assembling manuals and the guarantee certificates).
   
   
5. Testing – Management of returns – guarantee of good working order
   5.1 The acceptance of the goods and/or services is subjected and subordinated to CEBA’s inspections and/or controls, also in the Supplier’s absence – to be done within sixty (60) days from the date of consignment and/or completion of the activities requested – so as to verify the absence of faults and defects, and the completeness and regularity of the Supplies.
   
   5.2 The Supplies that turn out to be defective or faulty with respect to what was provided in the Order will be considered as not performed. In such case the Supplier shall be obliged, at his own efforts and expenses, to withdraw the goods or repeat the service object of the Supply, or eliminate the possible deformities denoted, in the terms and ways communicated by CEBA. 5.3 In cases where the order contains a term within which the Supply has to deliver the Supplies to CEBA, it is considered to be set in the interest of CEBA. Should the Supplier not comply with said term, CEBA is entitled to apply a fine for every day of delay, up to a maximum total of ten percent (10%) of the overall value of the Order, without prejudice to CEBA’s entitlement to contract resolution.
   
   5.4 The Supplier guarantees the object of the Supplies for a period of twenty-four (24) months from the date of acceptance of this by CEBA, except when a greater term is indicated in the Order.
   
   
6. Defects of Supplies
   6.1 Pursuant to Art. 1490 of the Civil Code, the Supplier guarantees that every item sold is free from defects which would make them unsuitable for their designated use or decrease their value.
   
   6.2 CEBA shall be entitled, at its own undisputable opinion, to terminate the contract or obtain a reduction of the price and/or elimination of the defects within a term of not more than fifteen (15) business days from the complaint CEBA sent to the Supplier.
   
   6.3 If despite the request, the Supplier does not comply with the immediate removal of the defect, CEBA shall be entitled – in order to prevent further damages – to directly provide or through third parties at the expense of the Supplier. In every case, assuming the noncompliance or delay of the Supplier, without prejudice to the entitlements referred to in the previous paragraph, CEBA shall be entitled to replace the Supplier any time. Without prejudice to any other damages, the expenses connected to the total replacement shall be borne by the Supplier.
   
   6.4 In case of termination of the contract, the Supplier shall return the payments and reimburse CEBA for the expenses and payments rightfully paid for the sales, while CEBA will return the goods, if these were not scrapped as a consequence of the defects.
   
   6.5 Notwithstanding the Art. 1495 of the Civil Code, CEBA is entitled to complain to the Supplier about the defects that may have been denoted, within sixty (60) days from their discovery.
   
   6.6 Pursuant to Art. 1494 of the Civil Code, in any case the Supplier is obliged to indemnify CEBA for the defects in the Supplies.
   
   
7. Force majeure In the case of Force Majeure events, CEBA shall be entitled to suspend and/or annul, wholly or in part, every Order, even if such became binding pursuant to the general purchase terms, without bearing any charges and without any possibility for the Supplier to claim indemnities or reimbursements.
   
   
8. Price, terms of payment and invoicing
   8.1 The sum due to the Supplier is indicated in the Order and should be considered fixed and unchangeable. The VAT is not included and must be applied (in accordance with law provisions) to the sum of the remuneration.
   
   8.2 The remuneration is all inclusive and will be paid after the issuance of the related invoice in the terms indicated hereunder, to be settled via wire transfer within sixty (60) days from the date of acceptance pursuant to the provision of the previous point 5.1, without prejudice to other terms agreed upon, if justified by the nature or subject of the contract, and duly indicated in the Order and/or contract.
   
   8.3 The payment of the price shall be subject to the issue of the related invoice and shall contain, besides what is provided for by law, all the information necessary to carry out the payment procedure. In particular, the invoice shall indicate: the CEBA Order number, description of the goods/service, currency and payment terms. In case the invoice results to be lacking in one or more of the aforesaid substantial information, CEBA shall request the Supplier to make the due modifications/integrations with the consequential new starting date of payment from the receipt of the invoice. It is understood that CEBA shall not be held liable in any way for possible delays of payment deriving from similar substantial irregularities.
   
   8.4 The invoice shall be issued and transmitted in electronic format in compliance with law provisions applicable from time to time.
   
   8.5 The Supplier shall not be allowed to transfer to third parties, whether all or in part, the credits deriving from the contract.
   
   
9. Data Processing
   9.1 Pursuant to and by effects of Art. 13 of L. Decree 3 no. 196 of June 2003, “Code on matters of personal data protection,” and GDPR (EU Reg. 679/2016), we hereby specify that CEBA shall provide for the gathering, registration, reordering, retention and use of the personal data, with both electronic and paper means, for the purpose of carrying out the institutional activities of CEBA, and in particular, for the participation of the Supplier in the selection of the possible issuance of the supply contract and the management of the contract itself, as well as to fulfil the law obligations connected to the management of the contract itself, with regard to which the conferment of personal data is obligatory. Such personal data can be communicated to public and private persons in relation to the aforesaid finalities. The Supplier has the faculty to exercise, regarding the existence and processing of personal data regarding himself, the right provided by Art. 7 of the L. Decree 196/2003 as well as, where applicable, the rights provided by EU Reg. 679/2016.
   
   9.2 The personal data treatment Controller is CEBA S.r.l., with registered office in Via Matteotti 117, 24069 – Trescore Balneario (BG) (“Owner”). The person in charge of the Suppliers’ personal data treatment, for the purpose of the exercise of their rights, is Mme. Signora Marilucia Zanni (“Processor”).
   
   9.3 Should the object of the Order provide for the processing by the Supplier, of the personal data of one or more parties managed by CEBA, the latter, in his capacity as Controller of the personal data processor designates the Supplier, pursuant to Art. 29 of L. Decree no. 196/2003, as the External Processor of personal data processing performed on behalf of the Controller in the execution of this contract. The External Processor confirms the direct and full awareness of the obligations assumed in relation to the norms of the Code on matters of the protection of personal data (so-called “Privacy Code”) and undertakes to proceed with personal data treatment, in full compliance with the instructions of Art. 29 of said Code and the instructions received from the Controller. The Supplier shall be obliged to comply with the provision of L. Decree n. 196 of 30 June 2003, and the subsequent implementation norms, and shall be the sole person liable for all the damages suffered by CEBA as a consequence of the failure to comply with the aforesaid provisions. In particular the Supplier undertakes to abide by the following instructions:
   
   A. The Processor is authorised to perform personal data processing of which CEBA is the Controller exclusively for the aims foreseen by the contract. The Processor shall operate on the basis of the detailed instructions conveyed for the case, by the reference person of the contract of which CEBA is the Controller.
   
   B. The Processor will above all avail of IT tools, operating with logics strictly related to the finalities of the services it is obliged to render in strict compliance of the provisions on such matters, also in terms of data safety.
   
   C. The Processor shall adopt the necessary safety measures, both for physical and IT aspects, to protect the integrity, conservation and privacy of the data, particularly the sensitive data described in the Privacy Code. In particular, the minimum measures established by the Technical Regulations on matters of the minimum safety measures (Privacy Code, Annex B) shall be complied with. In addition the Processor shall adopt possible ulterior specific measures established by the Controller, after the approval of the estimate presented by the Processor regarding the costs of the extra measures of said norm.
   
   D. Furthermore the Processor shall adopt every measure in line with the provisions of the Privacy code: to comply with the relevant norm, carry out the assigned tasks; institute an organizational model in line with the law provisions; and avoid the foreseeable damages and irregularities.
   
   E. The Processor shall identify all those who, under his own authority, materially carry out personal data processing on behalf of the IIT and appoint them in writing as “assigned processing staff,” furnishing to them also in writing, the suitable and complete instructions on how to carry out the processing (Art. 30 of the Privacy Code).
   
   F. The Processor is obliged to make his/her assigned staff maintain the confidentiality of all the information acquired following this rule. In particular, he shall ensure that his own employees and consultants – operating under their own and exclusive responsibility, shall comply and make others comply with the relevant contract and legislative norm in order to fulfil the tasks assumed by the Processor on the basis of these norms.
   
   G. The Processor moreover shall provide for the suitable training of those assigned, on the obligations imposed by law and in particular on the safety measures adopted.
   
   H. Should the Processor receive complaints from those involved in the exercise of their rights referred to in Art. 7 of L. Decree no. 196/03, he/she shall: give an immediate notification in writing to the Controller, attaching a copy of the request; assess with the Controller the legitimacy of the requests; and work in synergy with the Controller in order to meet the requests retained to be reasonable.
   
   I. The Processor shall guarantee the fulfillment and the tasks, even bureaucratic, to the Guarantor Authority, when requested and within the due limits, and be willing to cooperate immediately, for what is under his/her competence, both with the Controller and the Authority. This shall entail in particular: supplying information on the processing operations performed; allowing access to databanks object of the processing operations; allowing the controls; and doing what is needed for a rapid execution of the inhibitory provisions, of temporary nature.
   
   J. The Processor allows the Controller and his assigned staff to control the systems used for the processing, and the safety measures, while collaborating in the verifications. Upon the request of the Controller, the Processor shall provide for the selfcertification or certification – with charges borne by the Controller – by the Private Agencies specialized in matters of safety and whose reliability is recognized at European levels. Excluded from the verifications are the equipment, structures, and data or information that are not essential to the purposes of this norm and that refer to the Processor’s own activities. The present appointment takes effect from the signing of this order by the Supplier and shall cease following the positive test or verification of regular execution by CEBA.
   
   
10. Confidentiality and non disclosure
    10.1 The Supplier shall maintain the confidentiality, with respect to third parties, of all the business and technical information obtained from CEBA for the purpose of the Supply, including the data that may be obtained from objects, documents, designs or software and any other information or know-how transmitted by them (the “Confidential Information”). The Confidential Information may be made available by the Supplier only to those people who need them for the purposes of the Supply and after these have assumed the nondisclosure commitment analogous to those described herein.
    
    10.2 The Confidential Information are of the exclusive property of CEBA and cannot be duplicated or used without its prior written consent.
    
    10.2 Upon CEBA’s request, all the Confidential information it communicates (including the copies or registers, if any), as well as the data items and tools it has given for the Supplier’s use for the purpose of the Supplies (if any) will have to be immediately returned or destroyed. All the rights on such confidential information, including the rights of industrial and intellectual secrecy are reserved for CEBA.
    
    10.3 The Confidential information may be used by the Supplier exclusively to carry out the Supply.
    
    10.4 The confidentiality commitment here assigned to the Supplier shall be valid up to the completion of the Supply as well as for the next three (3) years after completion of the same.
    
    
11. Intellectual property
    11.1 The Supplier guarantees that the use of the goods and services furnished to CEBA shall not imply the counterfeiting of property and intellectual rights of third parties, and assumes the duty of the immediate definition of the eventual claims of third parties who may claim the breach of their confidentiality rights.
    
    11.2 CEBA has the full and exclusive ownership of all the results generated by the Supplier, like for example, the inventions, industrial design, knowhow, software and any other results arising from the Supplier’s performance. Moreover, CEBA has the full and exclusive ownership of property rights arising from such results like the right to request and obtain the patent for such and any other form of protection – in Italy and abroad – provided by the norm in force on matters of intellectual property, and also the right to exploit and use them freely, without any restrictions whatsoever. The Supplier undertakes to adopt all the provisions needed to guarantee the transfer and the full ownership of the results due to CEBA.
    
    
12. Applicable Law
    12.1 The present general conditions are exclusively governed by the laws of the Republic of Italy.
    
    
13. Place of Jurisdiction
    13.1 Any disputes in relation to the validity, efficacy, interpretation and execution of the Order and/or Contract and these general purchase terms shall be settled exclusively by the Court of Milan.

In compliance with Art. 1341 of the Civil Code and subsequent amendments, the Supplier declares with his signature that he has carefully read all the aforementioned clauses referring to the current “General purchase conditions for the Supply of goods and services,” and in particular, approves those referred to in paragraphs: 3.8 (CEBA’s entitlement to revoke or annul the Orders due to the Supplier’s reduction of guarantees); 3.9 (CEBA’s entitlement to change or annul the Orders at its own unquestionable judgement); 6.2 (terms for the elimination of the defects); 6.3 (execution that damages the Supplier); 6.5 (term for the notification of defects by derogation to Art. 1495 of the Civil Code); 13 (Place of Arbitration).

General Conditions of Sale

1. Applicability: These general conditions (the "Conditions") of sale shall regulate: (a) the buying and selling of goods as referred to in the Purchase Order ("Goods" and "Order"); and (b) whatever future purchase of goods between CEBA, S. r. l. Industrial Service (P.I. 01753390168), with registered office in Trescore Balneario (BG), via Giacomo Matteotti 117 ("Seller") and the Buyer also on the basis of verbal agreements. The Conditions shall supersede and prevail over every other condition made, agreements on the use and/or commercial practice contained in the Order as well.
   
   
2. Orders: (2.1) The Order shall constitute an irrevocable purchase proposal from the day of receipt of the same by the Seller and until 30 days after. The Order shall be refused without any responsibility to the Seller if the latter shall not fulfill the provisions of Art. 2.2 within the set time frame. (2.2) The Purchase Agreement of the Goods shall be concluded if the Seller, within the deadline, shall confirm in writing the acceptance of the Order by electronic mail.
   
   
3. Price: Unless otherwise specified, the price shall be net and shall not include VAT or any other tax on the price. Other costs shall be governed by the terms of delivery pursuant to Art. 5.2. Purchase price payment of the Goods by the Buyer shall be made in the currency indicated in the Order.
   
   
4. Terms of Payment: (4.1) Price payment to the Seller of the Goods must be made as indicated in the acceptance for confirmation of the Order or in the invoice of the Seller. The term indicated is mandatory for the Buyer. (4.2) The Seller reserves the right to suspend or cancel the service of the Order if, at any time, reasonable uncertainties would emerge regarding the service or fulfillment of the Buyer's obligation to pay or, in case of changes in the financial conditions of the Buyer pursuant to Art. 1461 of the Italian Civil Code, unless the Buyer fails to issue a financial guarantee (by way of example but not limited to, a bank guarantee on a first request, an irrevocable standby Letter of Credit) or make an advance payment of the Goods as approved by the Seller. If the Buyer omits or delays a payment, the Seller without prejudice to any other remedy, may: (a) suspend all deliveries until payment of the entire corresponding fee; and/or (b) require the Buyer to deliver a satisfactory payment guarantee within 5 days; and/or (c) resolve all other Orders or pending deliveries after 15 days have passed from the sending of a payment notice to the Buyer. Save for the reimbursement of any further damage (e.g. Storage Fees of the Goods) on the overdue amounts, a moratorium interest shall be applied to the legal rate (Legislative Decree No. 231/02) from time to time in due force from the expected payment date up to the actual payment. (4.3) Payments are considered to have taken place only at the time of accreditation with a good conclusion on the Seller's account. Payment by check, Letter of Credit or bank receipt, if accepted, shall not vary in changing the place of payment of the price of the Goods. (4.4) The Buyer cannot carry out any compensation or suspension on payments for no reason even in case of complaint of flaws, defects or noncompliance ("Flaws" or "Defects") of the Goods.
   
   
5. Terms of Delivery of Goods. Passage of Property: (5.1) The term of the delivery of Goods shall be indicative except if the Order establishes differently. For purposes of the provisions of this article and independently from the provisions of Art. 5.2., the delivery by the Seller shall be intended to be carried out by simply placing the Goods at the disposal of the Buyer in the place where the Seller’s office is located. (5.2) Unless otherwise agreed upon, the delivery is "Ex-Works" (Incoterms 2000). Ownership of the Goods shall pass from Seller to Buyer with the payment of the balance of the purchase price of Goods object of sale. The Buyer shall immediately inform the Seller of eventual foreclosures or confiscations. It shall be forbidden for the Buyer to assign the Goods as security or the revenue derived from them to third parties or constitute any guarantee of the Goods. (5.3) If the Buyer does not accept delivery of the Goods in accordance with the contract or does not take any initiative necessary for the delivery of the Goods, the Seller may: (a) terminate the contract pursuant to Art. 1456 cc. or (b) exact from the Buyer the delivery of the Order; and in any case, (c) deposit the Goods due at risk and at the expense of Buyer, thus freeing himself from his obligation. All damages or costs are the responsibility of the Buyer.
   
   
6. Checks on Quantity and Quality of Goods Delivered: (6.1) The Buyer shall be obliged to check the integrity of the packaging and the Goods as corresponding to the specifications of the related Order and Delivery Receipt. (6.2) Return of Goods shall be excluded unless (a) a Defect is reported as required by Art. 7.2, and (b) the Seller has authorized the return of the goods in writing.
   
   
7. Verification, Warranty and Responsibility of Seller: (7.1) Within the limits set forth in this Art. 7, Seller shall guarantee (a) Delivery of goods as per confirmation of the Order and in the case of an Order in several shipments as shown from the Delivery Receipts; (b) Absence of Defects in the Goods. (7.2) In case of Defects by way of derogation of Art. 1495 Paragraph 1 of the Italian Civil Code, the Buyer shall make a written complaint to the Seller within 7 days from the delivery date of the Goods, and enclose a photocopy of the Shipping documents which shall show the "Accept with Reservation" of the Goods themselves and the specific reasons. In dereliction of a timely complaint in the terms and conditions provided for in the preceding paragraph, the Goods shall be deemed delivered in the agreed quantity and exempt from Defects. (7.3) In case of ascertained Defects, the Seller shall be obliged at his choice to (a) replace the defective Goods returned by the Buyer pursuant to the previous Art. 7.2, or (b) reduce the price of the Goods. (7.4) The Seller shall never be responsible for the loss of the Buyer’s current and potential profits or any eventual damages, indirect and/or consequential. The compensation for damages deriving from the Seller’s responsibility can in no case exceed the price paid by the Buyer. (7.5) Any other warranty of the Seller, even implicit, shall be excluded, as in the applicability of guarantee of the Contracting Party provided for in Articles 1667 as amended, of the Civil Code.
   
   
8. Force Majeure: The Seller shall not be responsible for damages caused by circumstances beyond reasonable control of the Seller himself including fortuitous events, riots, strikes (local and national), lockouts, epidemic, pandemic, labor disputes or disturbances at work, accidents, breakdown of systems or machineries, earthquakes, fires, floods, storms, difficulty or increase in labor costs, materials, transport or processing of raw materials, incidences on the usual source of supply of the Seller, difficulty or incidences on production costs, incidences on the normal means of the Seller or difficulties or increase in delivery costs of the Goods, and events on the usual methods of delivery of the Seller.
   In such circumstances, the Seller can, in his own right, cancel every Order.
   
   
9. Indemnity Obligations: The Buyer shall undertake to indemnify the Seller from whatever charge, damage or sanction arising from the sale or use of the Goods, nonconformity with the applicable legislation or with activities involving violation of third-party rights or thirdparty claims. The Buyer shall immediately inform the Seller of these circumstances and provide reasonable assistance to the Seller.
   
   
10. No re-export to Russia clause: (10.1) The Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014. (10.2) The Buyer shall undertake its best efforts to ensure that the purpose of paragraph 1 is not frustrated by any third parties further down the commercial chain, including by possible resellers. (10.3) The Buyer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1). (10.4) Any violation of paragraphs 1, 2 or 3 shall constitute a material breach of an essential element of this Agreement, and CEBA shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of this Agreement; and (ii) a penalty of 10% of the total value of this Agreement or price of the goods exported, whichever is higher. (10.5) The Buyer shall immediately inform CEBA about any problems in applying paragraphs 1, 2 or 3, including any relevant activities by third parties that could frustrate the purpose of paragraph 1. The Buyer shall make available to CEBA information concerning compliance with the obligations under paragraph 1, 2 and 3 within two weeks of the simple request of such information.
    
    
11. Withdrawal by Seller and Termination of Contract of Sale: Without prejudice to any remedy, the Seller can immediately, by written notice sent by registered mail with return receipt or certified electronic mail, withdraw from the Order if: (a) the Buyer is placed in liquidation even voluntarily or if the same has been subjected to proceedings of any type (bankruptcy, etc.); (b) the Purchaser's financial conditions shall compromise, in favor of the Seller, the guarantee constituted by the Purchaser's assets (e.g. revocation or reduction of guarantees by third parties of the Seller's credits); (c) there is a change in the Buyer's property, and in case of withdrawal pursuant to this Article, all amounts due for any reason from Buyer to Seller on the termination date of the purchase contract will be immediately payable.
    
    
12. General Clauses. None of the Buyer's rights or obligations deriving from the Purchase Contract can be transferred. No industrial property right or know-how is assigned or granted to the Buyer with the purchase of the Goods. The partial invalidity of any of the present provisions does not prejudge the others. In the event of a conflict between the provisions contained in these Conditions, those contained in the Order or those contained in whatever type of written or oral offer, the former shall prevail. Any modification and integration of the Conditions or of the Order must take place exclusively in written form. Treatment of Personal Data: the Seller, acting as Comptroller, shall abide by the existing legislation and shall treat the necessary data (in automated form or on paper) for the Order, for the relationships with the Buyer or to fulfill the normal operations arising from each type of legal obligation, to ensure a high quality of services for the operation’s and infrastructure’s safety, and for the invoicing and fulfillment of other legal obligations. The Buyer shall have the right to update, rectify or when interested, to integrate data, and to the deletion, anonymization or blocking of processed data, resorting to legal presumptions.
    
    
13. Applicable Law and Place of Jurisdiction. The Order, Purchase Contract and these Conditions are governed by Italian law. In the event of a dispute, the Court of Milan shall have exclusive jurisdiction.

(place)_____________ (date)_____________

The Buyer

The Buyer shall expressly approve the following clauses: (2) Orders; (4) Payment Terms; (5) Terms of Delivery of Goods; Passage of Ownership; (6.2 - 7) Seller's Guarantees /Control on Goods/ Terms of Reporting of Defects / Revocation from Warrantees and Shares / Limitations of Seller’s Liability / Recourse Exclusion of Buyer; (10) Withdrawal Cases; (12) Exclusive Place of Jurisdiction (Milan).

The Buyer