GENERAL CONDITIONS OF SALE

 For the purposes of these general terms and conditions (hereinafter "terms of sale"), the following terms shall have the meaning attributed to them below:

"Innova": Innova S.p.A.;

"Client" means any company, body or legal entity that purchases products of Innova;

"Products" means any goods manufactured, assembled and/or sold by Innova;

"Order": any proposed purchase of products submitted by customer to Innova exclusively through fax, e-mail or via other electronically;

"Sale/e": each contract of sale concluded between Innova and the client following receipt by the customer of the written acceptance of the order by Innova;

"Buying by computer System": the computerised Innova governing e-commerce transactions;

"Trademarks" means all trademarks referred Innova is the owner or the licensee or authorized distributor;

"Intellectual property rights" means all intellectual and industrial property of Innova, including, without limitation, the rights to: patents for inventions, industrial designs, utility models, trademarks, know-how, specifications, data, were those rights whether registered or not, and any questions or registration of such rights and any other rights or forms of protection of a similar nature or having equivalent effect.

2) Purposes

2.1 these terms of sale apply to all sales of products. In the event of any inconsistency between the terms and conditions of these terms of sale and the terms agreed upon in the individual sales, the latter shall prevail. Innova will not be bound by terms and conditions of purchase of the customer (hereinafter "CGA"), even in cases where they are referenced or appear in the orders or any other documentation from which the customer without the prior written consent of Innova. The CGA will not be binding on Innova for effect of tacit consent.

2.2 Innova reserves the right to add, modify or delete any provision of these conditions of sale, it being understood that such additions, changes or cancellations will apply to all the sales concluded from the third day following its notification to the customer of the new conditions of sale.

3) Orders and sales

3.1 the customer must notify Innova specific orders that contain a description of the products, the required quantity, price and time limits for delivery.

3.2 sale shall be considered concluded: (i) at the time the customer receives written confirmation from Innova (such confirmation can be sent by email, fax or electronic means) subject to the terms and conditions of the order (ii) or, in the event that the customer receives written confirmation by Innova containing terms other than those contained in the order , after two working days from receipt of such confirmation containing terms

depart without during this period received at Innova written objection by the customer; (iii) or, in the absence of written confirmation by Innova, when the products will be delivered to the customer.

3.4 the minimum order is fixed to euro 120 (one hundred twenty) exclusive of VAT.

Under this amount will be automatically charged a fixed contribution for higher cost of preparation and billing of euro 15 (fifteen) + VAT.

3.5 the returned products will be collected by and at the expense of the Innova, only in the case of returns caused by error in preparation, faulty or not in compliance with the order. These returns should be agreed with the Sales Manager, who will issue written authorization.

3.6 the goods must be made exclusively with affiliated carriers to Innovate and must be provided with the transport document together with its return authorization.

3.7 any returns generated by causes beyond the control of the Innova will be accepted only upon written authorization of the sales office and we will charge a contribution partially covering administrative costs and 5% of the amount remitted shelf equal to returned goods with a minimum of euro 15 (fifteen). In these cases, the goods shall be made exclusively freight prepaid and accompanied by a movement document and a copy of the authorization of the sales office.

3.8 under no circumstances will be withdrawn goods printed, embroidered, transformed or tagged replaced.

3.9 goods arbitrarily and without authorization will be automatically rejected from the warehouse.

3.10 the returned goods travel at customer's risk even if sent carriage paid and/or transportation will be charged on the invoice.

4) Price of products

4.1 prices shall be those listed in the price list of innovations in effect at the time of the order by the customer or, if the product is not included in the price list or price list is not available, those specified in the order and confirmed in writing by Innova upon acceptance of the order. Except as otherwise agreed in writing between the parties, such prices are calculated ex warehouse, exclusive of VAT and discounts. These prices do not include the cost of packing, shipping, and handling from the premises of Innova in those reviews. These costs should be borne separately by the customer.

4.2 Innova will retain ownership of the products until full payment of the price. The customer shall carry out all formalities required by local laws in order to make it valid and enforceable against all third parties this reservation of title clause also operating the enrollment in any appropriate register, where locally requested.

4.3 Innova reserves the right to unilaterally modify, without prior notice and with immediate effect, the prices indicated in the price list in cases where the adjustment is due to circumstances which are beyond the control of Innova (a limitation: an increase in the price of raw materials and labour costs or changes in the exchange rates). In all other cases, the change will be communicated to the customer and will affect all orders received by Innova starting from the third day following the date on which the amendments have been notified to the customer.

5) Delivery terms

5.1 Except as may be otherwise agreed in writing between the parties, Innova shall deliver the products ex warehouse at its plants, as that term is defined in INCOTERMS published by the International Chamber of Commerce in their latest version, in force at the time of delivery. If required, Innova will take care of the transport of products at risk, cost and expense of the customer.

5.2 the delivery must be made within the period specified in the order as accepted in the order confirmation or, in cases where the period has not been specified in the order, within a period of 60 days from the first working day after the order confirmation. The delivery terms are indicative and not the essential terms in accordance with art. 1457 of the civil code and, in any case, do not include the transport time.

5.3 except as provided by art. 5.2, Innova will not be held liable for delays or failure to deliver due to circumstances that are beyond its control, including, without limitation and without claiming to be exhaustive:

a) technical data inadequate or inaccuracies or delays in transmission of information or data necessary for shipment to Innova products;

b) difficulty in obtaining supplies of raw materials;

c) problems related to the production or order planning;

d) partial or total strikes, power failures, natural disasters, measures imposed by public authorities, difficulties in transport, force majeure, riots, terrorist attacks and all the other causes of force majeure;

e) delays by the shipper.

5.4 the occurrence of some of the events listed above will not give the customer the right to claim compensation for damages or compensation of any kind.

6) Transportation

6.1 Except as may be otherwise agreed in writing between the parties, the transport will always be at the expense and risk of the customer. In the event that in Innova, pursuant to art. 5.1, be asked to take care of the transport of products, Innova will choose the means of transport that deems appropriate in the absence of specific instructions from the client.

7) Payments

7.1 unless otherwise agreed in writing between the parties, Innova, at its discretion, will issue invoices at the time of acceptance of the order or the delivery of products.

7.1.1 the payment methods are:

a) cash

b) Bank

c) Cheque

d) Ri.ba

and) credit card

f) Mark

7.2 payments shall be made in Euro and within a period of 30 days following the last day of the month in which the invoice was issued.

7.3 non-payment in the agreed time entitles you to Innovate to request the client interest payments overdue at the rate established by Legislative Decree 231/02, as amended

7.4 non-payment or delay in payment exceeding 30 days will give Innova may suspend delivery of products and solve every single sale. The suspension of delivery or termination of sales will not give the customer the right to claim any damages.

7.5 any claim relating to the products and/or delivery thereof shall in no case justify the suspension or delay in the payment.

7.6 For any refunds, payments made with permission of Innova, will be managed from time to time with the client.

For payments made by credit card, any difference in credit, will be handled with crediting of the amount to your credit card or otherwise, from time to time agreed upon with the customer.

8) Non-compliance

8.1 any deviations of the goods delivered to the customer in relation to the type and quantity specified in the order shall be reported in writing to Innovate within five days from the date of delivery. If the complaint is not made within this deadline, the delivered products will be deemed to be in conformity with those ordered by the customer.

9) Warranty

9.1 unless otherwise agreed in writing between the parties, Innova warrants products to be free from flaws/defects for a period of one year from the date of delivery thereof to the customer

9.2 the guarantee will not operate with respect to those products whose flaws are due to (i) any damage caused during transport; (ii) negligent or improper use thereof; (iii) failure to observe the instructions of Innova relating to washing, maintenance and preservation of products; (iv) repairs or alterations made by the customer or by third parties without the prior written consent of Innova.

9.3 provided that the complaint is covered by warranty and notified under the terms laid down in this article, Innova will, at its option, replace any product or parts of this that have defects.

9.4 the customer must report in writing to Innovate, using the form Complaints of Innova Innova's website, the presence of faults or defects within 8 days of delivery of the goods if this is obvious defects, or within 8 days of discovery. in the event of defects or hidden defects or not

detectable by a person of average skill.

9.5 the goods covered by the complaint shall immediately be sent to the offices of Innova, or anywhere else that the latter will show from time to time, fees and charges payable by the customer unless otherwise agreed between the parties, in order to allow Innova carry out necessary controls. The warranty does not cover damages or defects of products deriving from abnormalities caused by, or related to, assembled parts/additions directly by the customer or by the final consumer.

9.6 In any case the customer cannot assert claims under warranty to Innovate if the price of the goods has not been paid under the conditions and within the terms agreed upon, even if the failure to pay the price under the conditions and within the terms agreed upon relate to products other than those for which the customer intends to make a warranty claim.

9.7 Innova disclaims all warranties regarding the products conform to the rules and regulations of countries that do not fit or do not belong to the European Union. No other warranty, express or implied, such as, but not limited to, the warranty of infringement or fitness for a particular purpose, is given with respect to the products.

9.8 Without prejudice to what is stated in art. 9.3 and except in case of fraud or gross negligence, Innova will not be liable for any damages arising out of and/or related to product defects. In any case, Innova shall not be liable for indirect or consequential damages of any nature including, without limitation, losses resulting from customer's downtime or loss of earnings.

9.9 in the event that an identical product defect occur repeatedly and is attributable to the same cause during the period of 12 months from delivery of the products to the end customer, and in any event no later than 24 months after delivery to the customer, Innova will refund, within the limits set out by art. 9.10, all direct damages incurred by the customer and duly documented in connection with a campaign of withdrawal from the market of defective products, and any other additional costs related to the repair and replacement of the products, provided that the customer is reasonably committed to limit losses that innovates could suffer. The client will follow the instructions of Innova for the withdrawal from the market of the products.

9.10 In any case, the customer's right to compensation for damages will be limited to a maximum amount equal to the value of the products that are free from defects or vices.

10) Intellectual property

10.1 intellectual property rights, are the exclusive property of Innova and its communication or use under these conditions of sale does not create, any right or claim in relation to the customer. The customer agrees not to perform any act incompatible with the ownership of intellectual property rights.

10.2 the customer declares that: (i) Innova is the exclusive owner of the trademarks; (ii) shall refrain from using and registering similar marks and/or confusingly similar under the trade names; (iii) use the marks solely in accordance with the instructions of Innova and exclusively for the purposes referred to in these conditions of sale.

11) Termination clause

11.1 Innova has the right to fix, pursuant to art. 1456 of the Italian civil code at any time by written notice to send to the client, the individual sale in the event of breach of the obligations laid down in articles: 4 (price of goods); 7 (payments); 10 (intellectual property rights).

12) Change in the financial circumstances of the customer

12.1 Innova will be entitled to suspend the fulfilment of the obligations arising from the sale of products, based on art. 1461 of the Italian civil code, in the event that the customer's financial circumstances were such as to harm the achievement of the consideration unless it is given sufficient guarantees.

13) Legal domicile, governing law and jurisdiction

13.1 Innova is legally domiciled at its headquarters.

13.2 the terms of sale and each sale shall be governed by and construed in accordance with Italian law with the exclusion of the Vienna Convention of 1980 on contracts for the international sale of goods.

13.3 all disputes arising out of or relating to these terms of Sale and/or any sale shall be subject to the exclusive jurisdiction of the Court of Rome.

13.4 except as stipulated in art. 13.3, Innova reserves the right, when the promoter of a lawsuit as an actor, to promote such action at the place of residence of the customer, in Italy or abroad