General Terms and Conditions of Supply of Loccioni Group

I. Acceptance of Conditions
All supply relations between one of the companies (AEA srl, General Impianti srl, Summa srl) of Loccioni Group
(hereunder named as “LG”), and the Supplier will be managed – beyond by the conditions from time to time
expressed in the LG Purchase Order – by the current General Supply
Conditions the Supplier declares to entirely know and accept without any exceptions.
LG does not accept any Supplier terms nor conditions unless a formal and written acceptance is provided by the
LG itself. The acceptance or even the goods or services payment must no way be intended as an acknowledgment
or implicit confirmation of the conditions stipulated by the Supplier.
LG reserves the right to cancel and annul the Purchase Order until acceptance or written confirmation of the Order
itself will be received; the supply execution by the supplier will be in any case intended as acceptance of the
conditions found in the Order.
The Order confirmation will at least include for each contractual good: price, quantity and delivery date. The
confirmations received via fax or e-mail will be considered as valid.
The quotations will be legally binding and will not be linked to any fees for the Supplier.

II. Definitions
Within the current General Conditions the following expressions will have the hereunder assigned meaning:
(a)“Contractual Good” or “Good” must be intended as any product or service subject of a LG Purchase Order;
(b)“Compliancy with the Negotiation” or “Compliant with the negotiation”, with reference to the Contractual Good,
must be intended as: (b1) Presence of all the characteristics, qualities and skills indicated or recalled in the
Purchase Order as well as of the ones in accordance with the law; and also (b2) Suitability for the particular use
and/or result destination indicated or recalled in the Purchase Order and anyway the one usually related to the
Contractual Goods of the same kind; and also (b3) no other vices or Defects; and more (b4) compliance with the
technical specifications, executive drawings, acceptance protocols provided (d) “Defect” or “Faulty” must be
intended as whatever non compliancy with the Contractual Good respect to one or more points of the previously
listed Compliancy to the Negotiation
III. Contractual Obligations and Modifications
The Supplier takes the full responsibility towards LG of all the obligations related to the Purchase Order.
The Supplier will make sure that, in a short time, he will have obtained all the information relative to fulfil the tasks
established and the contractual obligations.
The Supplier guarantees that the Good includes all the performances required for a correct, safe and economic
use; it also guarantees that the Goods are suitable to the use planned and in coherence with the state of the art
and that, in their own development, all tests, checks and necessary homologations have been or will be carried out
for testing, certifying and guaranteeing the Compliancy with the Negotiation of the Contractual Good. The Supplier
will provide LG, whereas required in the Purchase Order, with the appropriate written certification of what stated.
In transporting and delivering the Goods, the Supplier will observe all the relative laws, in specific the ones
concerning the transport of dangerous materials and goods, the environment safeguard and the accidents
prevention, specific laws in terms of medicine and safety at work.
In case the good is shipped in carriage paid, the Good will travel at the Supplier’s own risks.

IV – Services
The performance standards required by LG, the configurations and the purposes specified by it will not exempt the
Supplier from his obligation of providing solutions without technical and economic defects. Additional services or
modifications carried out without prior authorization of LG can neither be realized nor adduced as pretentious
claims by the Supplier.
Unless differently provided by the contract, drawings, descriptions, calculations and all what executed by the
Supplier (or by third parties such activities have been subcontracted to) will be transferred to LG as the owner at
their realization without any form of reward.
The parties agree that the Supplier and the third subjects will not have any right on such works which will therefore
be a property of LG but more the LG will not be obliged to recognize any fee to the Supplier in considering that the
reward for their creation is in the one due to the Supplier and the third parties for their realization.
LG, moreover, will be immediately informed in case the Good relapses in the industrial or intellectual design right,
or if there is the only risk of it.
LG reserves all the rights on the available documents even in case a patent is granted for inventions or registered a
utility model. Any mechanic’s lien is excluded by the Supplier.
Any possible inventions realized by the Supplier during the assignment, to be patented or not, will be an exclusive
property of LG without any compensation for the Supplier. This last one will adopt suitable provisions for the
sudden transfer of the inventions to LG, whereas not differently provided by the contract.
LG will have the right to use the software (even under source format) and the relative documentation connected
with the good purchased / service delivered, according to the characteristics of the performance agreed and within
the limits provided for the use of the software. LG will also have the right to copy the software as a backup copy
even without expressed authorization.
In any case the Supplier, together with the supply, will have to deliver to LG all the necessary documentation
suitable to the regular use of the software (for example the instructions and functioning manuals, the installation
and assembly ones and the warranty certificates).

V. Prices/Payments
The prices indicated in the Order are fixed and invariable for the whole validity contract period of the Purchase
Order. They must be extended even to open orders.
Unless otherwise established, the payment will occur according to the conditions agreed in the relative Purchase
Order. The payment will occur by means of banker’s draft. The deadline is decided in conformity with what stated
in the order, (a) from the end of performances and (b) from the reception of the relative and checked invoice.
The Supplier is not authorized to waive, in any way, a payment due to LG or credits deriving from supply to third
parties (credit assignment).
Quotations, tests, samplings, visits must be intended as exempt from payment and are not binding for following
LG will have the possibility to suspend, if necessary, the payment of their own debts towards the Supplier until a
concurrence of the amounts eventually debited under prosecution by LG to the Supplier.
The invoice payment does not represent an implicit acceptance of the Goods.

VI. Delivery Modality and Terms
Without any other explicit agreement, the final place for complying with all the deliveries and performances is the
destination specified by the LG in the Purchase Order.
The shipment modalities tolerated is the carriage paid.
For each Order the LG provisions relative to means of transport and place of delivery will be applied listed in the
Order itself according to the most recent Incoterms version by a place established by LG; unless differently agreed,
the return conditions will include the packaging, the protection and the Goods custody.
The Goods must be packed and protected in conformity with the current practices; LG will be authorized to inform
the Supplier about the packaging type and method. The Supplier where provided by the return conditions of the
Purchase Order is obliged to compensate for the damages due to any delay, loss or damage due to the Good
shipment and transfer.
The Supplier guarantees the quantitative conformity of the Goods delivered, both respect to what negotiated and
to what declared in the transport document. LG declines any responsibility on the excess Goods provided or in
advance respect to the contractual conditions even if such Goods have been temporarily accepted by the
In case of a quantitative non conformity of the Goods respect to the program of deliveries negotiated or to what
required in the Purchase Order, LG will have the following faculties: (a) Refuse the possible quantities of the excess
results shipment/performance or their direction, the whole shipment / performance considered as deficient or in
excess, with faculty, whereas the Supplier does not give any sudden withdrawal to provide with the shipment at
the Supplier’s own risks and cost; (b) Pretend the Supplier immediately provides with the shipment/performance of
missing quantity, considering that every bigger burden or expenditure for the urgent integration of the cash deficit
will be exclusively charged to the Supplier. The LG claims for the exercise of the faculties provided by the current
point will have to be communicated to the Supplier within 30 days Kw from the date of the occurred reception.

VII. Delivery dates
The delivery terms confirmed and agreed are obligatory.
The requirement of the date or of the delivery term will be considered as satisfactory if the LG or the addressee
determined by our company will have received the Goods in the agreed day and place.
The Supplier will communicate a possible delay in the delivery as soon as he knows it and the relative new delivery
In case of missed respect of the delivery terms of the contractual Good, LG, even exercising its right to the
compensation of the biggest damages sustained, will have, at its own choice, the following cumulative faculties (a)
totally or partially supply by other selected Suppliers the Goods not delivered within the terms indicated in the
Purchase Order, at the Supplier’s risks and costs; (b) immediately resolve the contractual agreement by means of
simple written communication to the Supplier.
If the Goods are delivered in advance respect to what established, LG reserves the right to withdraw them or not;
in case of missed withdrawal, the Goods return or their temporary stock will be charged to the Supplier (both in
terms of costs and of responsibility) until the delivery term agreement validity.

VIII. Confidential information
The Supplier will keep as strictly reserved all the information (drawings, documents, communications, know how,
samplings, production devices, models, equipment); he can not disclose such information to third parties
(including sub-suppliers) upon prior approval of the LG and can not use such information for different purposes
respect to the ones agreed.
Such obligations can be applied without any limits even to the copies and the duplicates except when it is
necessary to comply with contractual obligations or to requests of public authority it is impossible to refuse.

IX. Supplier responsibility
LG policy is to use only Goods/Services which are entirely and fully responding to their requirements. As a
consequence, in case of non compliant components, LG will adopt all the necessary actions to avoid these parts
are used in its products.
The Supplier will survey and be always responsible for the Goods and Services quality subject of the supply; he will
guarantee that the Goods delivered are totally Compliant with the Negotiation and anyway without Defects, for a
total period of 24 months from the delivery date.
If the Supplier is supported by third parties to carry out performances, he will be considered as responsible for
these third parties as for all other person/company involved in the contractual obligation execution.

X. Contractual Goods check and Defects Management
LG will immediately check the goods received by verifying the only apparent defects and the externally visible
defects in the identification of the product or in the volume/quantity. LG will send notice to the Supplier about such
defects detection as soon as possible. LG check will carry out a percentage analysis of the Goods delivered. Once a
Defect has been identified, LG will be authorized to return the whole batch or the whole shipment. LG reserves the
right to carry out additional checks on the Goods received.
For the Defects found in a following phase respect to the Good/Service acceptance and anyway linked to its own
supply, LG will send notice of such Defects as soon as they are detected during the ordinary use. As to this, the
Supplier will no more complain about a possible delay in communicating such Defects.
In relation to Defects or non Compliancy to the Negotiation detected in the period between the Goods delivery and
the Warranty deadline, LG will choose among the following faculties: (a) pretending the immediate free
replacement of the Goods considered as faulty by LG to make them
Compliant, with the contemporary availability if possible for LG of temporary replacing goods. (c) giving to third
parties the already mentioned repairing at the Supplier’s own risks and cost (d) refusing or returning the Goods
charging the Supplier with the relative price of supply and the
highest costs sustained for the replacement with alternative products to be found in the market (e) repairing the
internal Defects with high costs to be entirely charged to the Supplier; (f) resolving, with immediate effect, the
contractual agreement with the Supplier by means of simple written
communication to the Supplier.
If the Supplier does not comply with the contractual obligations, LG will be immediately authorized to partially or
totally delete the Order and ask for reimbursement of the costs sustained and damages compensation.
The Good declared as non Compliant and rejected will be available by the LG plant to be viewed or withdrawn at
the Supplier’s cost for 30 KW days from the date of the first communication of the occurred acknowledgement.
After such date, not receiving any different disposition by the
Supplier, the Good will be scrapped.

XI. Miscellaneous
Every contractual agreement, Purchase Order and the current General Conditions will be ruled by the Italian
Republic Laws and by the European Convention about goods and services international sale contracts (CISG).
LG will have the full right to resolve the contractual agreement in any moment by written communication sent to
the Supplier thus showing the interest to use this expressed resolutive clause, in case of non compliancy with one
or more of the obligations mentioned in paragraphs III,VII, VIII, IX.
The Supplier will give free access by his production plants of Contractual Goods to LG representatives, their
customers, and authorities or government and surveillance associations.
The formal acceptance of the current conditions represents a qualification parameter for the evaluation of the
suppliers in the industrial quality system.

For any controversy the current laws are the Italian ones and the competent court is the Court of Law of Ancona.

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