ANNEX: General conditions of sale.

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Art.1: APPLICATION OF GENERAL CONDITIONS

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These general conditions govern the management and execution of the contractual relationship between Alosys Communications Srl (hereinafter ALOSYS) and the Customer, concerning the activities specified in the offer and in the other contractual documents. They will be considered fully accepted by the Customer with the return of the copy of the offer or other document duly signed and stamped for acceptance.

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Art.2: CUSTOMER RESPONSIBILITY ACTIVITIES

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In addition to what is expressly provided for in these general conditions, the Customer undertakes to perform the services at his own expense described in the offer or in the attachments. The Client acknowledges that the achievement of the set objectives, with the services provided by ALOSYS, is conditioned by the punctual collaboration of the Client, as well as by the accuracy of all information and data provided by the Client to ALOSYS. Therefore, the Client undertakes to allow ALOSYS to access and use any information, data, documentation and office equipment that ALOSYS deems necessary for the provision of the services. The Customer will be responsible for any delay, with respect to the delivery terms specified in the offer or in the annexes, which is caused by the Customer himself or resulting from the non-fulfillment of any obligation against him. ALOSYS reserves the right to charge the Customer for any additional expenses it may incur due to such delay and to adjust the delivery plan accordingly.

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Art.3: ACTIVITIES OF LIABILITY OF ALOSYS

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​In addition to what is expressly provided for in these general conditions and in the contractual documents, ALOSYS undertakes to: 3a) carry out the foreseen activities with the utmost diligence; 3b) keep and return to the Customer any material that the latter may have made available to ALOSYS and/or its qualified Suppliers.​

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Art.4: LIMITATIONS OF LIABILITY

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Liability for damage to property will be limited, for each event, to the amount actually paid to ALOSYS for the activities in relation to which the damage occurred.

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Art.5: EXECUTION TIMES

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The execution times of the envisaged activities, specified in the offer or in the other technical documents, are to be understood as purely indicated and are confirmed upon completion of the order.

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Art.6: CONSIDERATION AND PAYMENT

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​The consideration and payment methods are established according to what is indicated in the offer. In the event of late payment, default interest will be applied (PRIME RATE + 2 percentage points) on the amount indicated on the invoice.

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Art.7: OWNERSHIP

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​All the results, inventions and technological improvements that are achieved in the execution of the planned activities will be the exclusive property of ALOSYS which will have the rights of economic exploitation without any additional charge. ALOSYS will not be held responsible if the violations of the above rights are determined by the Customer, through modifications or by an illegitimate use of the results of the services provided.

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Art.8: PERSONNEL

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ALOSYS declares: 8a) to employ Personnel having specialist technical skills with a highly professional content and suitable for carrying out the envisaged activities;

8b) that the Personnel employed is made up of employees of its own organizational structure or, where appropriate, of its own qualified Suppliers; 8c) to apply to its employees regulatory and salary conditions not lower than those resulting from the collective labor agreements of the category, except for the mandatory minimum regulatory and salary treatment established by art. 3 paragraph 1 of law n° 1369 of 1960. ALOSYS has the right to choose the Personnel it deems most suitable for the execution of the envisaged activities.

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Art.9: DISTRACTION OF PERSONNEL

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The Contracting Parties may not establish any form of working collaboration with the counterparty's employees, whether employed or not, without the prior written authorization of the counterparty. In the event of violation of the provisions of this clause, the contracting party shall pay the other a penalty equal to twelve (12) months of the salary paid by the latter to the employee prior to hiring, subject to compensation for greater damages.

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Art.10: SAFETY STANDARDS

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If the envisaged activities must be carried out at the Customer's premises, the latter undertakes to: 10a) adopt all the accident prevention and occupational hygiene measures envisaged by law or administrative provisions, as well as all the precautions that may be appropriate for the occupational safety of ALOSYS employees and/or its Qualified Suppliers; 10b) communicate to ALOSYS the regulations in force in the workplace relating to safety and accident prevention; 10c) inform ALOSYS of any specific risks of the environment in which the activities covered by this contract will have to be carried out. In the event of non-compliance with the above, ALOSYS, at its own free choice, may: 10d) subordinate the execution of the activities covered by the contract to the adoption by the Customer of said measures or order the suspension at any time if this was already begun; 10e) terminate the contract for breach pursuant to article 14 ("Early Termination"). In any case, compensation for further damages suffered by ALOSYS is reserved. ALOSYS undertakes to observe and have its employees observe and/or Qualified Suppliers employed in the execution of the activities foreseen and deriving from the contract, all the regulations in force concerning the prevention of accidents, the protection and hygiene at work, and the provisions in force in the workplace, in order to ensure the their safety and that of the other people present there.

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Art.11: RESPONSIBLE FOR THE COORDINATION OF THE ACTIVITIES

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The Parties will each appoint their own representative to manage the relations deriving from the contract. These will have the task of: 11a) coordinating the activities of their own working group; 11b) maintain contact with the counterparty; 11c) manage the communications deemed useful for carrying out the activities deriving from the contract. The Parties undertake, if the appointed persons could no longer perform these functions for any reason, to immediately replace them with persons having similar skills and qualifications. If one party does not name its manager or fails to promptly replace it, the other party will refer to the signatory of the contract.

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Art.12: COMMUNICATIONS BETWEEN THE PARTIES

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Any communication must be in writing under penalty of ineffectiveness and may be made by post with regular postage or by telefax, telegram or e-mail. The Parties, for the purposes of any communication pertaining to the contract, elect domicile at the addresses indicated in the order.

​Any changes of domicile will have effect only if communicated to the other party. The Parties will keep themselves updated on the performance of the activities deriving from the contract and will communicate any circumstance or fact that may affect the regular execution. If special measures are necessary, these must be previously examined and agreed between the Parties.

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Art.13: TREATMENT OF INFORMATION

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The Parties undertake, also for their personnel, to consider strictly confidential and not to divulge the information, data, elements and anything else that is not in the public domain, of which they become aware as a result of the relationships deriving from the contract. "Confidential information" means verbal or written information, also in electronic format, which has been learned, assumed or even developed jointly by the Parties, relating to the activities deriving from the contract, which are: 13a) subject to industrial secrecy or protected from intellectual property rights; 13b) communicated under the constraint of confidentiality. The Parties undertake to: 13c) take all reasonably possible measures to ensure the confidentiality of said information with the same diligence they take to protect their own, in any case not inferior to a reasonable degree of protection; 13d) refrain from using the information provided by the counterparty for purposes unrelated to the execution of the obligations deriving from the contract; 13e) return to the interested party, at the end of the contractual relationship, all confidential documents in their possession, destroying any copies, even in electronic format. The obligation of confidentiality is valid for the entire duration of the contract and for the five (5) years following its expiry, termination or withdrawal

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.Art.14: EARLY TERMINATION

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In addition to the provisions of these general conditions, the following causes of termination are agreed. Either of the Parties may terminate this contract if the counterparty: 14a) is subject to bankruptcy proceedings, including receivership or criminal proceedings; 14b) makes changes to its organization such as to reduce the financial and/or technical guarantees. ALOSYS may terminate the contract if the Customer: 14c) delays payments beyond the terms established in the offer or in the related annex. In the event of termination, however determined, the Customer will have to pay ALOSYS the sums due for the activities performed and the costs incurred up to the time of termination, except for compensation for further damages; moreover, in the event of termination due to non-performance by the Customer, the latter will have to pay ALOSYS a penalty equal to the amount for the activities relating to the residual period, following termination. The termination will take effect from the moment the addressee receives notice thereof by registered letter with return receipt

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Art.15: DURATION AND WITHDRAWAL

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The duration of the contract is indicated in the offer or in the subsequent contractual documents. ALOSYS may withdraw from the contract at any time, subject to fifteen (15) days' notice, without the Customer having anything to claim.

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Art.16: FORCE MAJEURE

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In the event of delays due to force majeure, the affected Party must immediately notify it, indicating the presumable duration of the delay, confirmed by subsequent justifications. As soon as circumstances permit, the Parties will meet to examine the situation and to mutually establish the conditions for the continuation of the contract and any other measures whose adoption may be necessary.

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Art.17: COMPETENT COURT

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Any dispute that may arise between ALOSYS and the Customer in relation to this contract will be referred to the exclusive jurisdiction of the Court of Rome.

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Art.18: ASSIGNMENT OF THE CONTRACT - SUBCONTRACTING

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The Customer authorizes ALOSYS to assign the obligations deriving from the contract even without his express consent. The Customer also authorizes ALOSYS to subcontract the execution of the activities covered by the contract to third parties.

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Art.19: GENERAL PROVISIONS

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Where incompatible or in contrast with these general conditions, the clauses or conditions unilaterally prepared by the Customer which are contained in forms or provisions, including orders, or in written communications, however exchanged between the Parties after the entry, are expressly declared ineffective. in force of these general conditions that are not subject to specific negotiation and approval in writing. Any modification of the contract must be negotiated and approved in writing under penalty of ineffectiveness.

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Art.20: TREATMENT OF PERSONAL DATA IN ACCORDANCE WITH Legislative Decree 196/2003

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The Customer agrees to the processing, storage and use of the data provided during the course of the relationship within ALOSYS to execute the contract, to identify services and/or products that could be of interest to the Customer and/or to statistical analyses, and outside ALOSYS only towards qualified partners or suppliers under strict confidentiality constraints. ALOSYS informs the Customer that this provision of data is optional and constitutes the prerequisite for the conclusion of the contract. ALOSYS, informs the Customer of his rights to be informed on the processing of data concerning him; to obtain confirmation of the existence of such data and treatments, data updates, rectifications, integrations of the same; to oppose certain treatments; in some cases, to exercise the right of opposition free of charge.

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The Customer declares to have read and to expressly approve the above:

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Luogo e Data          _cc781905-5cde -3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b- 136bad5cf58d_           _cc781905-5cde- 3194-bb3b-136bad5cf58d_                 The Customer

   

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