Conditions of Sale

1 – CONTRACT PROVISIONS
The Purchaser expressly declares to have examined, discussed, understood and approved every single article of the present Agreement of Sale.

2 – PAYMENTS
Invoices are to be paid in accordance to the conditions specified in the present Agreement of Sale. Invoices shall be paid and credited to the Bank account specified by Safe or in accordance with the
payment instructions supplied by Safe.
The Purchaser has no right to withhold or delay payment and shall for no reason delay payment beyond the expiry dates agreed in writing. Safe reserves the right to charge interest accrued on due
payments withheld by the customer or received past the expiry dates agreed upon in writing without any need to start bankruptcy or receivership procedures against the Purchaser.
No “round-offs” or rounding of due amounts will be accepted. Partial or inexact payments will be rejected and interest accrued between the due date and the date of receipt of the correct payment,
irrespective of any earlier incorrect payment received, will be charged by Safe to the Purchaser’s account. Interest and any additional fee will be charged to the Purchaser’s account for any late
payment or incorrect payment as specified under this article 2. Interest due on late or delayed payments will be calculated in accordance with Italian law Decreto Legislativo 231/2002 at a rate equal
to the Prime lending rate as published by the Italian Banking Association (ABI) +1,50% .
Prices mentioned in the offer to the Buyer are determined on the basis of the costs existing at the time of the relative offer. The prices applied are subject to change until the contract is signed. The
modification takes place according to the change in the exchange ratio, the costs (also) of the raw materials and any taxes or duties applicable to the contract.

3 – TITLE PASSAGE
Title to the equipment as described in the scope of supply of this Agreement of Sale shall pass to the Purchaser upon receipt by the Purchaser of the notice of goods ready for delivery.

4 – DELIVERY AND TRANSPORTATION
Equipment delivery is always EXW (Incoterms ® 2010) Safe’s premises in either S. Giovanni in Persiceto (BO), Italy or Barga (LU), Italy except when differently agreed in writing. Delivery is considered
completed upon transfer of the same to the freight transport company, courier and/or any other transportation agent. The Purchaser shall have no rights to any indemnification whatsoever for any
damages incurred to the goods being the scope of supply of the present proposal of Sale during loading at Safe’s premises, transportation and unloading.

5- FORCE MAJEURE
Any event beyond Safe’s reasonable control, including but not limited to strikes, logistic constraints, customs delays, acts of God, etc …. will be considered as Force majeure and shall not in any case
be considered as failure to meet delivery terms as specified in this proposal of Sale.

6- CRATING
Unless differently agreed in writing in the Agreement of Sale, Safe will provide adequate crating according to its sole judgment, of the equipment falling within the scope of supply of the present
proposal of Sale.

7- COMPLIANCE
Safe guarantees compliance of the equipment falling within the scope of supply of the present Agreement of Sale with applicable codes, standards and regulations valid and enforced upon the date
of receipt of the purchase contract or other written order. If any new law or new regulation becomes enforceable after the date of purchase contract receipt costs related to modification of the
equipment falling within the scope of supply will be to the Purchaser’s account.

8 – WARRANTY
All goods falling within the scope of supply of the present Agreement of SAFE are warranted against defects of workmanship, for either TWELVE MONTHS FROM THE FIRST START-UP OF THE
EQUIPMENT AT SITE OR EIGHTEEN MONTHS FROM THE DELIVERY DATE, whichever occurs first.
SAFE warranty covers documented normal use and operation by trained and skilled personnel. Not covered are wear and tear parts and lack of or wrong maintenance/misuse of the equipment,
damages or faults caused by transport of the Equipment not made by SAFE. Our warranty is based on documented regular service and maintenance of the equipment according to our service
manual and exclusively performed by authorized and SAFE S.p.A. certified service engineers.
In particular the commissioning and start-up activity must be carried out by the presence of skilled and authorized personnel provided by the manufacturer or by the local SAFE Official Appointed
Assistance Center, in order to assure that the equipment is operating in accordance with the contractual and technical specifications supplied by the Manufacturer. That shall be the necessary pre-
condition to activate the warranty on the SAFE equipment.
The periodic maintenance steps according to the Manufacturer indications is also required to be performed by the employment of authorized personnel provided by the manufacturer or by the local
SAFE Official Appointed Assistance CenterSafe Official Appointed Assistance Center, in order to maintain the equipment into proper working conditions so to keep the warranty conditions
operational during all the warranty period.
A copy of the field start-up and all the maintenance reports must be recorded in order to keep always up-dated the history of the equipment and available upfront the manufacturer.
If non authorized personnel provides for the start-up as well as for the maintenance without the presence / supervision of any skilled and authorized engineer of the manufacturer or of the SAFE
Official Appointed Assistance Center or even no maintenance is performed, the equipment is used in any manner non-compliant to the instructions included in the SAFE manual of use, the
manufacturer and the SAFE Official Appointed Assistance Center have the right to refuse the warranty claims until a visit with eventual corrective actions is performed by authorized personnel in
order to assure that the equipment is / comes back under the Manufacturer specifications.
Basic operation and maintenance can be carried out only upfront appropriate training provided by the manufacturer or by the SAFE Official Appointed Assistance Center.
SAFE undertakes to repair or replace, according to its sole and final judgment, any equipment part proven defective provided that :
• Equipment has been operated in accordance with the contractual specifications and the technical specifications supplied by SAFE;
• Equipment has been maintained in proper working conditions;
• Equipment has not been used in connection with corrosive or sandy liquids and has not put under excessive voltage;
Worn out parts due to improper installation or operation of the Equipment or absence of performance of scheduled maintenance by SAFE authorized personnel will not considered as falling under
warranty and will not be replaced or repaired free of charge.
Warranty terms will be automatically considered void in case of tampering, repairing, replacing, improper use or maintenance and/or every operation performed by the Customer on SAFE
manufactured parts in which case the Customer will not be entitled to any indemnity.
Repair or replacement of any parts and materials, including those under warranty, shall not imply any extension of the warranty period for the Equipment supplied or any of the replaced parts and
materials, except as differently and expressly agreed in writing between SAFE and the Purchaser.
Delivery for supply of defective parts replacements falling under warranty terms is defined in to the paragraph “WARRANTY COVERAGE” of this contract.

Any warranty extension, to be allowed by SAFE, is applied only to mechanical components designed and manufactured by SAFE. All other components will be only subjected to the warranty
conditions set forth by relevant manufacturer.
The aforesaid warranty represents the only and exclusive guarantee provided by SAFE for the Equipment which is therefore excluded from any other guarantee of any kind, both express and implicit,
including, but in no way limited to those covering the correct function, suitability for use and commercial character of the Equipment. No affirmation or representation made by SAFE or by its SAFE
Official Appointed Assistance Center in this contract or elsewhere may be interpreted as a wish to extend the aforesaid guarantee.
Any claims relating to faults, defects, lack of quality or non-conformity of the Equipment shall be made in writing via telefax or post (including e-mail) to SAFE or its SAFE Official Appointed Assistance
Center, giving precise details and proofs regarding the reasons, within 8 (eight) days of the discovery and no later than the expiry of the guarantee.
Any defects or faults that could be identified on delivery shall, on penalty of non-acceptance, be reported within 8 (eight) days of the time the Customer receives the Equipment.
In that case the Customer shall also transmit precise details regarding the invoice number, date of relative delivery, total quantity of purchased items, quantity of defective items and a short
description of the defect of the claimed goods.

9 – LIMITATION OF LIABILITY
The total liability of Safe, on all claims of any kind, whether in the Agreement of Sale, warranty, indemnity (including negligence), strict liability, or otherwise, arising out of the performance or breach
of the Contract of Sale or use of any parts shall not exceed the contract of Sale price allocable to the parts or services giving rise to the claim.
In no event, whether as a result of breach of the Contract of Sale, warranty, indemnity (including negligence), strict liability, or otherwise, shall Safe or its subcontractors or suppliers be liable for loss
of profit or revenues, loss of use of the Purchaser’s Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities, services or replacement power, downtime costs,
claims of Purchaser’s customers for such damages, or for any consequential, incidental or indirect damages.
To ensure liability protection Safe also has in place an insurance policy subscribed with a Primary Insurance Company protecting the company from damage caused by defective equipment, parts and
materials to people and/or things.

10 – TERMINATION
Upon failure by the Purchaser to collect goods on receipt of notice of being ready for shipment or failure to meet any of the payments agreed in the Agreement of Sale, Safe will be fully empowered,
under its sole and exclusive judgment, to terminate the Agreement of Sale in advance without incurring in any type of default from its side. Termination will be performed by Safe through sending a
letter by registered mail or sending a fax communication to the Purchaser and the Agreement of Sale will be considered terminated upon receipt of the registered mail by the Purchaser.
In any case termination will not limit in any manner Safe’s capability to undertake legal claims against the Purchaser as compensation for damages incurred due to termination of the Agreement of
Sale.

11 – CANCELLATION, REDUCTION, OR EXTENSION OF THE CONTRACT OF SALE
In case the Purchaser requires modifications, reductions in the scope of supply or cancellations, in whole or in part related to the Agreement of Sale, Safe will, in the event that such changes are
accepted, be entitled to a fair compensation as coverage for all additional expenses incurred and including a reasonable profit.

12 – MODIFICATION OF CONDITIONS OF SALE
Prices and conditions of sale as specified in this Agreement of Sale will become binding for Safe only upon acceptance of the Purchaser order. The Purchaser has no right to review or change the
conditions of Sale as reported in this Agreement of Sale except when agreed to in writing by Safe.

13 – TAXES AND DUTIES
All direct and indirect duties and taxes for which Safe will be debited by the authority of the country applicable to the Agreement of Sale (including but not limited to taxes related to temporary
importation permits for parts, tools, special equipments), are to be paid directly by Safe and reimbursed by the Purchaser, upon presentation of Safe invoices accompanied by the related
documents. Payments by the Purchaser shall be settled within thirty (30) days from date of payment by Safe. The above provision shall also apply to the customs bond required for the import and
export of any instrumentation that Safe personnel might carry for use in special procedures. Safe shall be responsible for all duties, fees and taxes for which it is debited outside the Agreement of
Sale country and bear its related cost.
The Purchaser will be held liable for any additional payment not specified in the Agreement of Sale and will be responsible for payment of any and all taxes, duties, and other onuses that customarily
or by law, directly or by recovery, are ascribable to the Purchaser.

14 – ENTIRE AGREEMENT
This Agreement and all amendments thereto contain the complete agreement between Safe and the Purchaser with respect to the matters contained herein and supersedes all other agreements,
whether written or oral, with respect to the matters contained herein. The annulment, invalidity or inapplicability of even one of the articles of the present Agreement shall not imply the annulment,
invalidity or inapplicability of the entire Agreement.
Any Purchaser request for deviation from these General Terms and Conditions for Equipment Sales Agreement is to be considered accepted by Safe only upon receipt of express confirmation in
writing by Safe.

15 – APPLICABLE LAW AND COMPETENT LAW JURISDICTION
For any dispute, claim or litigation arising out of the content and interpretation of this Agreement of Sale, the Bologna, Italy courts of law is to be considered as the competent judiciary authority,
even in case of presence of other disputes submitted to other judiciary authorities.
Italian law is applicable to the Contract of Sale and shall be considered as the law of arbitration for any dispute, claim or litigation.