FRAMEWORK AGREEMENT FOR THE EXECUTION OF METALWORK FABRICATION SERVICES rev. on 5 April 2012

Recitals

a) The general conditions set forth herein shall govern all the services that “Lastra di Placucci Silvano e Antonioli Alberto S.n.c.” (hereinafter, for the sake of brevity, the Supplier) shall execute on behalf of the Customer, becoming an integral and essential part of the unique details of each single commission assigned. They shall be sent via e-mail or fax by the Customer itself along with each work order (hereinafter, for ease of understanding, to be referred to as Orders), and accepted in writing by the Supplier, as part of its Order Confirmations.Consequently, the Customer acknowledges that it is aware of said conditions and has accepted and approved them, either by issuing an Order after having read them or, otherwise, upon commencement of production subsequent to Confirmation of the order in which the conditions are listed.
b) Whereas the Supplier has implemented an internal Quality Management System, the execution of each work order shall follow the procedures and the provisions set down in the Quality Assurance Manual and Work Instructions, which are available in the Reserved Customer Area, and which the Customer hereby acknowledges it has understood and accepted, and which shall form an integral part of any relationship established henceforth.
1. CONDITIONS OF THE RELATIONSHIP
1.1. The Customer entrusts the Supplier with the execution of the services specified in the individual Orders, which shall each be sent separately in written form, either via e-mail (address: ordini @ lastra-ra.it) or via fax (0544/1761218), with instructions regarding the specific techniques which must be respected. Orders placed using other methods shall not be taken into consideration.
1.2. The Supplier shall confirm acquisition of the Order by issuing an Order Confirmation, which it shall send to the Customer at the e-mail address or fax number it has provided, using the same procedure described in the point above. The particulars of the orders commissioned shall be included in a special Itemised List annexed to the Order Confirmation and the order shall be added to the Supplier’s production cycle.
1.3. It is the Customer’s responsibility to go over the contents of the Supplier’s Order Confirmation and the attached Itemised List with care, to ensure that the Supplier has fully understood and accepted the particulars of the order commissioned.
1.4. The Customer has 2 business days from the date on which the Supplier sent the Order Confirmation to modify its order or correct any technical specifications or conditions which may have been incorrectly reproduced in the Supplier’s Order Confirmation.
1.5. In the event that said period of time should pass without any correction being submitted or, otherwise, without the Supplier receiving any written confirmation from the Customer, then the Order shall be executed according to the procedures specified in the Order Confirmation.
1.6. Once the requested work has been completed, the Supplier shall send the Customer a “Notice of Readiness for Shipment”.

2. CONSIDERATION AND TERMS OF PAYMENT
2.1. The prices charged shall be those agreed upon between the parties for each individual order, as listed in the Customer’s Order and accepted in the Order Confirmation sent by the Supplier. If the price is not listed in the Customer’s Order, then the price given by the Supplier in the Notice of Readiness for Shipment shall be treated as applicable.
2.2. As in point 2.1 above, the terms of payment shall also, as a rule, and for each individual order commissioned, be set down in the aforesaid documents. If said terms are not specified, then it shall be understood by both parties that they shall adhere to the terms which applied to the most recent order previously commissioned by the Customer. In the event that there are no previous orders, then the terms shall be understood to be as follows: 1/2 at the time of the order and 1/2 upon issuance of the notice of “readiness for shipment”.
2.3. Transport costs shall be borne by the Customer, who shall also bear the responsibility for all risks associated with transport of the goods; once the goods have been delivered into hands of the haulier designated by the Customer to collect them, the Supplier shall be freed of any and all obligations.  The above is without prejudice to any explicit stipulation to the contrary.
2.4. Payment made by the Customer by means of electronic bank receipt, bank draft, cheque or other credit instrument shall be understood to have been accepted by the Supplier, subject to collection.
2.5. If payment is not made within the agreed upon time frame, without prejudice to the application of articles 4 and 5 of Legislative Decree 231/02, the Customer hereby acknowledges the Supplier’s right to suspend execution of orders subsequently requested by the Customer, and to not carry out the relative deliveries, until such a time as the Customer has settled all overdue invoices in their entirety and offered suitable guarantees of punctual payment for those that will be coming due.
In any case, in the event that the Customer should fall into arrears, then the acquisition of new orders from said Customer shall be contingent upon renegotiation of the terms of payment applied up to that time.
2.6. With regard to VAT rate, taking into consideration the type of work executed, the VAT rate in effect at the time of invoice issue shall apply.

3.TERMS OF DELIVERY
3.1. The work commissioned shall be executed in accordance with the terms set down in the Order and accepted in the Supplier’s Order Confirmation, with the stipulation that said terms shall only be valid under normal working and supply conditions, and that they apply to goods that are ready in the Supplier’s warehouses.
Nonetheless, without prejudice to that which is set down in point 3.2 below, the agreed upon terms shall never be regarded as binding, pursuant to and in accordance with Art. 1457 of the Italian Civil Code, but merely approximate. Therefore, the Supplier cannot be held liable for damages or penalties resulting from late delivery.
3.2. In the event that the terms of execution of the order are binding for the Customer, then the Customer must state this explicitly in its Order.
3.3. In the case of Orders with a delivery date of less than 5 business days from the date of their receipt (without prejudice, in any event, to the fact that the Supplier must accept the commission) the Customer must also immediately notify the Supplier of this type of request by phone, at the following number: 0544/451418.

4. OBLIGATIONS OF THE PARTIES
4.1. The Supplier undertakes to execute the orders it is commissioned to complete in a workmanlike manner, in a way that is compliant with the technical specifications provided by the Customer, and in accordance with the methods and procedures described in its own Quality Assurance Manual and Work Instructions, which can be viewed in the Reserved Customer Area.
Consequently, all technical aspects of the orders which are not governed by legal provisions or dictated by explicit Customer request as accepted by the Supplier shall be executed in accordance with the rules set down in the aforesaid Quality Assurance Manual and Work Instructions.
4.2. Furthermore, it is the Customer’s responsibility to inspect the material carefully upon delivery and, in the case of flaws or defects, the Customer shall also be responsible for immediately notifying the Supplier, under the terms of the law.
4.3. In any event, any liability resulting from possible flaws or defects in the finished orders, provided that they are reported by the Customer under the terms set down in the above point, shall be limited to the replacement, repair and/or completion of those parts of the order which present flaws or shortcomings, in the shortest possible amount of time that is feasible, taking into account manufacturing lead time, and excluding any possible further types of damage.
4.4. The costs of transporting the defective goods to the Supplier’s location for repair or replacement for any of the reasons listed in point 4.4 above shall be borne by the Customer or by the Supplier, based on the rules applied to the original delivery and order that is the object of the dispute.

5.WAIVER OF RIGHT TO OBJECT
5.1. The Customer may not raise any objection of any kind regarding the exact execution of the order until it has paid the consideration due according to the procedures agreed upon in the Order and relative Confirmation indicated above.
5.2. In the event that the Customer’s complaints are recognised to be legitimate, and it is not possible to replace, repair or complete the order, then the Supplier shall be responsible for issuing a credit note for the partial or total amount of the invoice for the batch that is the object of criticism.

6. APPLICABLE LAW
6.1. All transactions that take place once these general conditions have entered into force shall be subject to Italian law and, in particular, the Civil Code provisions governing commerce.

7. PRIVACY
7.1. The Customer’s information shall be handled in strict compliance with Legislative Decree 196/2003, pursuant to that which is set down in the disclosure available on the Supplier’s website (www.lastra-ra.it).

8. DISPUTES
8.1. In the event that a dispute should arise regarding the validity, interpretation or execution of this contract, each or either party may take legal action in Ordinary courts of law.
In such an event, the Court of Ravenna shall have exclusive and absolute jurisdiction.
Pursuant to and in accordance with that which is set down in Articles 1341 and 1342 of the Italian Civil Code, the Customer hereby acknowledges that it has carefully read and approved the clauses 2 (Consideration and Terms of Payment), 3 (Terms of Delivery), 4 (Obligations of the Parties), 5 (Waiver of Right to Object), 7 (Privacy), and 8 (Disputes).