Terms & Conditions

General Terms and Conditions of Sale, Delivery for machines, equipment and systems

PREAMBLE

- Hereinafter "GIOBBE" stands for GIOBBE S.r.L. via 1 ° maggio, 33 - 23873 Missaglia (Lc) - Italy P.Iva (VAT) 01665640130
- Any reference to commercial terms (FCA, FOB, CIF, DDP etc.) intended as a reference to the Incoterms of the International Chamber of Commerce, in force at the time of the conclusion of the contract.
- Within the framework of these general conditions the term “Object of Supply” stands for goods forming object of each Order Confirmation from Giobbe to the Customer.

Contract Rules

- These general conditions shall apply to all present and future contracts entered into between the parties. No derogations from the above conditions will be valid unless made in writing.

- The Contract is governed by the laws of Italy and in particular by the United Nations Convention on International Contracts of Sale of Goods, signed in Vienna on April 11, 1980 and by UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS 2016. (International Institute for the Unification of Private Law)

- With regard to assembly services, inspections and technical assistance at customers facilities, refer to the general rules of ACIMIT (Italian Textile Machinery Association)

1. General Information

1.1 Any legal relationship between GIOBBE and the Customer (hereafter "Customer'), relating to the project, construction, manufacture, supply and sale of the GIOBBE machines, equipment, logistic apparatuses (hereafter "Object of Supply ') will be governed exclusively by this document.

Our General Conditions of sale shall apply exclusively. We shall not accept different general terms and conditions of the Customer unless confirmed by us in writing.

These General Conditions shall also apply if we effect delivery without reservation while being aware of conflicting or different general terms and conditions of the Customer. Within a permanent business relationship, our General Conditions shall also apply to all our future offers, deliveries and performances relating to the Customer without requiring any further reference or agreement.

1.2 These general conditions of sale and supply are also present on websites: www.ferber.it and www.giobbeautomation.com

1.3 Any exceptions, changes, additions and / or different general conditions of the Customer will be valid only if agreed and expressly accepted in writing by GIOBBE.

2. Conclusion and Modification of the Order Confirmation:

2.1 All legally relevant agreements and clarifications existing between the contracting parties must be drawn-up in writing and signed by GIOBBE in order to be valid.

3. Object of Supply

3.1 GIOBBE is bound to supply the machine and / or the equipment exclusively as indicated and contained in the Order Confirmation sent by GIOBBE to the customer.

3.2 After the conclusion of the Order Confirmation, GIOBBE will begin the detailed design of the Object of Supply. The customer will collaborate by providing all the instructions, documentation and technical support necessary for the execution of the Object of Supply.

3.3 GIOBBE is authorised to carry out technical improvements (in Customer’s interest) as long as they do not cause a reduction in the performance. Eventual increase in price shall be agreed between GIOBBE and the Customer.

3.4 Any requests by the Customer for changes and / or additions in the design and implementation of the Object of Supply, after the Order Confirmation, must be made in writing. GIOBBE reserves the right to accept or reject the Customer's requests, after checking the feasibility of the changes and / or additions. The costs necessary to make changes and / or additions are the sole responsibility of the customer and will be calculated on the basis of the rates in force at GIOBBE. In any case GIOBBE does not consider itself obliged to execute the Customer's requests until the parties have reached an agreement in writing on the consequences and impact that the aforementioned changes and / or additions have on the delivery deadline and on the costs.

4. Transfer of Risk

4.1 The Customer fully assumes the risk of inefficiency or of the total or partial lack of quality of the Object of Supply when he directly or indirectly prescribes suppliers, materials, accessories, elements or parts of third parties of any nature for the realization of the Object of Supply

5. Drawings, Technical Documentation

5.1 All documents and data on our offers, such as technical drawings, illustrations, descriptions, weights and sizes, shall only be binding if expressly agreed upon in writing. We reserve the right to make minor changes and modifications to the extent such changes or modifications do not substantially impair the purpose of the contract and the delivery. All drawings, technical documentation, illustrations, indications of weights and dimensions of GIOBBE have only indicative value, if not expressly defined as elements that form an integral part of the Order Confirmation

5.2 The drawings, information and technical documentation relating to the Object of Supply, delivered from one part to the other before or after the Order Confirmation, remain the exclusive property of the relevant part. The receiving party undertakes to consider the drawings, information, documents of a technical, commercial, financial nature as confidential and not to disclose them to third parties, copy them, reproduce them. These drawings, information, documentation and any software cannot be used for a purpose other than that for which they were delivered. All GIOBBE documents relating to the Object of Supply, plans, drawings, estimates of costs and other documents– also in the electronic form - remain our property and may neither retained, nor copied or otherwise reproduced or made available to third parties by the Customer and have at our option either to be handed out to us or have to be deleted immediately upon our request. Even if we leave these documents to the Customer, our intellectual property rights remain unaffected hereby. This applies accordingly to software.

5.3 Any extension or modification of the software by the customer requires the prior written approval of GIOBBE.

6. Laws, Regulations and Quality Standards

6.1 The Object of Supply of GIOBBE complies with the applicable regulations of the country of origin and of the European Community. The Customer shall inform us about any deviating standards and regulations of his country in writing until the time of the shipment at the latest. We will make the necessary changes within a commensurate time at the Customer’s cost and risk, provided that the operational safety is preserved.

6.2 If the Customer fails to report the divergent rules and regulations in his country to GIOBBE, he must bear the costs of any adaptation work. If the buyer and/or third parties execute the adapting job without GIOBBE’s permission and supervising, the liability and guarantee of GIOBBE are waived.

6.3 In any case GIOBBE is not responsible for a defect that the buyer knew or could not ignore at the conclusion of the Order Confirmation.

6.4 The validity of the Order Confirmation and the delivery of the product may be subject to the release by the relevant export authorization authorities. In the event of a denial of exports, no liability can be attributable to GIOBBE.

7. Price

7.1 The price indicated in the Order Confirmation is binding and, unless special agreements signed in writing, all prices are FCA I-23873 Missaglia (Free Carrier FCA Incoterms 2020). Packaging, assembly and all accessory costs of any kind are excluded. Costs for packaging, freight, assembly, postal charges, insurance costs, customs duties, any costs for bank or payment transactions as well as any other additional costs which will have to be paid in addition. VAT (value-added tax) must be added to the sale price on the Italian market for the respective amount set by law.

7.2 In no case will the Customer be able to compensate or reduce the price with any claims for damages and/or defects of the Object of Supply.

7.3 GIOBBE may request an increase in the price or economic participation to cover the greatest risks to the achievement of the result or the percentage of efficiency of the Object of Supply requested by the Customer when circumstances of any nature make it extremely difficult and/or more burdensome to fulfill the Object of Supply.

8. Payment and Payment Terms

8.1 Unless otherwise agreed in writing the price must be paid by the Customer, without any deduction, at the headquarters of GIOBBE in the legal currency at that location and in accordance with the following conditions: 40% as a down payment to be paid at the same time as the purchase order by the Customer, 60% as a balance to be paid seven days before the shipment.

8.2 The delay in paying the price or part of it by the Customer will result the right of GIOBBE to suspend and/or delay its services and will also result in the automatic charge of interest on unpaid sums equal to the bank rate in force increased by five percentage points, starting from the payment deadline and without the need for any such request by GIOBBE. If payment terms are not complied with or circumstances become known or visible which give reason to doubt the credit worthiness of the Customer including facts which already existed at the time of the conclusion of the contract, but which were not known by GIOBBE or which of which we didn't have to be aware of, we are entitled to refuse our performance and to demand advance payments or the provision of adequate securities for outstanding deliveries and to withdraw from the contract after a reasonable grace period to provide such securities has expired; further statutory rights remain unaffected hereby. The Customer shall be liable for all damages incurred by us by the nonfulfillment of the contract.

8.3 If GIOBBE becomes aware of a substantial deterioration in the Customer's economic situation, or if any detrimental evidence of any nature is found on Customer’s situation, GIOBBE may demand the full prepayment, request a guarantees, or will have the right to resolve the relationship and withhold the down payment received by the Customer as compensation for the benefit or part of it already performed, with the loss of any damages claim.

8.4 The Customer is not allowed to make payment retentions or compensate for any counter-performance disputed by GIOBBE or claim retention on the Object of Supply.

8.5 Payments are not subject to interest; and there are no penalties whose deposit authorizes the purchaser to withdraw from the order, except as required by Article 15.1.

8.6 The Customer is required to pay all amounts relating to the changes and/or additions referred to in Article 3.4 of these conditions on the basis of the rates in force at GIOBBE, in the time and manner above.

9. Retention of Title

9.1 GIOBBE retains ownership of the Object of Supply until the full payment of all the debts from the Customer. With the conclusion of the Order Confirmation, the Customer authorizes GIOBBE to register the title of ownership in the official register or in a different accounting register according to national law and to carry out all the related formalities, at the expense of the Customer. In the event of non-payment of the agreed price or part of it, GIOBBE has the right to request the return of the Object of Supply already in the possession of the Customer.

9.2 The Customer shall handle the goods subject to retention of title with care; in particular, he shall adequately insure these goods at replacement value against damages caused by fire, water and theft. If and to the extent maintenance and inspection services are required, these services shall be effected by the Customer in a timely manner. If the Customer does not prove that he has taken out insurance to ensure the Object of Supply against theft, rupture, fire, water damage and more, GIOBBE is authorized to provide for it. In this case, the Customer is obliged to reimburse GIOBBE the amounts paid as an insurance premium.

9.3 The Customer shall at all times upon our request as well as in case of a petition of insolvency proceedings mark the delivered item subject to retention of title visibly as "property of GIOBBE S.r.L.".

9.4 The Customer shall immediately inform GIOBBE in writing about third parties' access to the goods subject to retention of title, the assigned claims or any other documents and data. Any costs incurred by a legal action to defend the goods subject to retention of title, including costs vis-à-vis third parties, shall be borne by the Customer.

10. Transfer of Risk

10.1 The passage of the risk of the Object of Supply will be established by the parties in the Order Confirmation. In the absence of a written agreement on the point and, unless special agreements regarding the applicable Incoterms 2020 clause, the risk of accidental loss and deterioration as well as damage caused by or to the Object of Supply passes to the Customer at the same time as it is informed by GIOBBE that the machine and/or the plant is made available to the Customer Free Carrier I-23873 Missaglia (FCA Inconterms 2020). This also applies to partial deliveries and if the delivery is delayed at the request of the Customer or for other reasons not attributable to GIOBBE. If the delivery is delayed due to reasons caused by the Customer, the risk already passes to the Customer on the day we have informed the Customer that the delivery item is ready for dispatch.

10.2 As a result of the passage of the risk, the Customer becomes the custodian of the Object of Supply. The Customer will therefore be responsible for all damages that could result or caused by the Object of Supply to himself or to third parties.

10.3 The loss or deterioration of the Object of Supply after the transfer of risks to the Customer does not free the Customer from paying the price.

10.4 The items of the supply must be taken over by the Customer even if they have defects, except for the rights in favour of the Customer arising from the guarantee referred to in Article 14 of the present conditions.

10.5 Upon arrival at the destination, the Customer must examine the packaging and the Object of Supply, take the documents into custody and immediately communicate in writing to GIOBBE any recognizable defects, subject to the loss of the right to prevail a vice. If the Customer fails to communicate in writing what mentioned above, the supply is considered approved with regard to the conditions and the completeness.

11. Delivery, Deadline and Conditions

11.1 The delivery deadline will be set by the parties in the Confirmation of Order. In the absence of a written agreement on the point and, barring special agreements regarding the applicable Incoterms 2020 clause, the delivery deadline must be observed at the time it is communicated by GIOBBE that the Object of Supply is made available to the Customer Free Carrier I-23873 Missaglia (FCA Inconterms 2020).

11.2 Compliance with the delivery deadline assumes that all commercial, administrative and technical aspects have been defined and agreed by the contractors and that the contractor has fulfilled his obligations to comply including the submission of administrative, technical and administrative authorisations and the payment of what is due or the issuance of a guarantee of payment in accordance with the contractual requirements.

11.3 GIOBBE is bound to meet the delivery deadline only on the condition that the Customer has met all the obligations arising from the Order Confirmation already in place with GIOBBE. If the Customer is late in fulfilling his obligations, the deadline will be extended to a corresponding extent.

11.4 If the shipment is delayed due to the Customer or if the Customer does not collect the Object of Supply at the GIOBBE plant within 15 days of the date of the communication referred to in Article 11.1, the cost of transport and the deposit of the Object of Supply to a specialized logistics company will be charged to the Customer. The illegitimate refusal of the Customer allows GIOBBE the right to resolve the Order, withhold the down payment already received, demand the full payment of the price balance and consider himself free to sell the object of the supply to third parties.

11.5 The delivery period is adequately extended in the event of an impediment of force majeure and chance and when events occur outside the sphere and the will of GIOBBE, regardless of whether they occur at GIOBBE, the Customer or third parties. Such impediments, for example, epidemics, mobilizations, war events, riots, trade union unrest, natural events during operation, institutional measures, import bans, export, transit, etc., are considered. The consequences and costs will be divided proportionally to the damage suffered by each side. GIOBBE shall communicate the beginning and end of the force-ins to the Customer as soon as possible.

11.6 The delivery period also undergoes an extension in the event of strikes, lockdowns or union fights, even if such circumstances occur with third parties or subcontractors. It is also extended the delivery period in relation to the period necessary to make changes, changes and/or additions to the subject of the supply as indicated in Articles.3.3, 3.4 and 4.1 of these conditions. In any case, partial services and deliveries allowed.

11.7 In the event of a delay in delivery, the parties will agree to a new deadline by extending the one previously agreed. If at least 20 weeks of the deadline for the delivery period have been agreed and if the performance of GIOBBE results, at the end of the extension period, totally impossible for malicious or gross negligence of the same, the Customer is granted the right to withdraw from the Order Confirmation. In any case, any compensation for direct and indirect damages related to the delay in delivery, remains excluded, while remaining the obligation of GIOBBE in case of misconduct or gross negligence as governed by the provision contained in the following article.15.4

11.8 It is also excluded from any conventional penalty or compensation for late deliveries by GIOBBE suppliers or third-party suppliers indicated and prescribed by the Customer.

11.9 The validity of the contract of supply and the delivery of the products might subjected to export control and subordinated to the release from the competent authorities of the authorizations to the export. GIOBBE shall have no liability in relation to any obligation under the contract of supply in the event the export authorization denied or recalled.

12. Material, Processing and Pre-assembly of the Object of Supply

12.1 In order to allow the development of the Object of Supply and a complete and correct execution of the processing tests, the Customer must provide all the necessary elements and all the test materials (e.g. Warp beams-fabric rolls ) according to the drawings attached in the Order Confirmation.

12.2 The customer's supply of the above test material must be FCO GIOBBE I-23873 Missaglia, Incoterms 2020 DDP -Delivered Duty Paid.

12.3 The delivery dates of the material set by GIOBBE in the Order Confirmation or in the communications sent during the execution of the Object of Supply. For each week of delay in the delivery of this material by the Customer, GIOBBE will have the right to delay the completion of the Supply Item by at least 4 weeks.

13. Testing and Acceptance

13.1 In the absence of any other agreements, a first test of the Object of Supply will be carried out at GIOBBE premises, covering the verification of correspondence to the specifications required by the Customer. In the event that the Order Confirmation requires the Customer to attend the test, the scheduled date for the test will be communicated to the Customer in order to allow him to assist . At the end of the test, a compliance report of the Object of Supply will be signed by both parties, which will be tantamount to acceptance from the Customer of the object of the supply.

13.2 In the event that the Customer requests it, GIOBBE will carry out a second test at the end of the installation of the Object of Supply to the Customer, consisting of the verification of the correct execution of the assembly and commissioning of the Object of Supply. This service to be invoiced to the Customer at the current GIOBBE rates, unless otherwise agreed by the parties, The Customer will have to prepare everything necessary for the regular carrying out of the test on the date established. At the end of the test, a compliance report of the Object of Supply shall be signed by both parties as final acceptance.

14. Warranty, Duration, Complaints

14.1 The warranty period is 12 months or 2500 hours of operation and starts from the date of the final test by GIOBBE.

14.2 For third-party supplies and services, including those prescribed by the Customer, GIOBBE responds only within the limits, timeframes and according to the guarantee conditions of third-party suppliers and/or sub- suppliers.

14.3 For parts replaced or repaired, the warranty period lasts for 12 months and starts from the replacement or termination of the repair, provided that the original warranty period does not have a longer remaining duration.

14.4 The Customer, at the time of taking over the Object of Supply, must immediately and in writing report to GIOBBE the defects detected or discovered, subject to the waiver of the right to guarantee.

14.5 Excluding further claims, until the end of the warranty period and if the claim is justified, GIOBBE undertakes to repair, replace, at its discretion and in a reasonable time, the components of the supply that are defective or unusable due to demonstrable defects in materials, construction or execution. The Customer must give GIOBBE the time necessary to carry out all the interventions that he deems appropriate and aimed at eliminating defects. Otherwise, GIOBBE is not accountable for the consequences. In urgent cases that present a safety risk and in order to prevent very serious damage, the Customer can proceed to the elimination of defects after immediate communication and consent of the GIOBBE.

14.6 The costs of checking the defect and installing spare parts, such as the travel costs of GIOBBE staff due to support operations to the Customer, are borne by GIOBBE if demonstrated that the defect is attributable to GIOBBE. If, on the other hand, there is no defect attributable to GIOBBE, the costs of verification and travel costs of the staff will be exclusively borne by the Customer.

14.7 The Customer loses the right to the guarantee and to require the supply of replacement or spare parts where it is impossible for him to return the defective ones under the same conditions in which he received them.

14.8 GIOBBE takes no responsibility resulting in the exclusion of the guarantee for the fact of the Customer or of third parties and in particular: inappropriate, improper and negligent use, installation or failure to perform or performed by third parties, non-compliance with the instructions of use and safety standards, natural wear, non-regular maintenance and non-use of original spare parts GIOBBE , inadequate operating materials or equipment, inadequate manufacturing area or plants where the Object of Supply is located, chemical, electronic or electrical influences. It also excludes the guarantee for all defects not attributable to GIOBBE and not attributable to faulty construction or imperfect execution.

14.9 The admissibility of a particular use or the promise of a special service only apply if contractually guaranteed. In order to identify the quality and essential elements of the supply Object, only the information described in the Order Confirmation are applicable

14.10 As stated in Article 3.4 of these conditions, GIOBBE is not responsible for the lack of quality, inefficiency, vices and / or defects of the Object of Supply deriving from drawings, projects, information, documentation, materials, tools, accessories, components or equipment supplied by the customer or by suppliers or subcontractors imposed by the customer.

14.11 In any case, GIOBBE is not liable for any direct and indirect damages related to defects and vices even if they fall on the essential qualities or make it completely unsuitable for the use to which the Object of Supply is intended, while remaining the obligation of GIOBBE in case of wrongdoing or gross negligence as governed by the provision contained in the following article 15.4.

15. Withdrawal, termination and compensation for damages

15.1 The Customer may withdraw from the Order Confirmation only and exclusively if it provides proof that GIOBBE's performance is impossible due to GIOBBE's willful misconduct or gross negligence. If, without justified reason and of his own will, the customer withdraws from the order or cancels the order sent, GIOBBE will have the right to withhold the advanced payment already received as compensation for the activity and for the part of the service performed. GIOBBE will have also the right to demand payment of the residual price of the object of the supply as a conventional penalty and to claim compensation for the damages suffered.

15.2 If it is consensually recognized by both parties that the object of the supply is totally lacking in the promised qualities as described and indicated in the Order Confirmation or in those essential qualities that make it completely unsuitable for the intended use, the Customer has the right to terminate the Order. However, the Customer loses the right to request the termination if he has not asserted it within a reasonable period of time from the moment in which the delivery took place or in compliance with the reporting deadline referred to in Article 14.4. Consequently to the resolution referred to in this art.15.2, the Customer is required to return the object of the supply and its accessories in a state substantially identical to the one in which it received them. Only in this case he is entitled to the repayment of the advanced payment with the exclusion of the interest increase. This is without prejudice to the fact that the parties decide by consensus for a compensatory replacement, provided that the same is feasible taking into account the circumstances, with consequent payment by the Customer of the difference between the price of the supply subject to termination and that in replacement, plus related charges and incidental expenses. In any case, any request for compensation, payment of indemnity or compensation for direct and indirect damages connected with or deriving from the lack of promised or essential qualities is excluded both in the event that the Customer acts for the resolution of the Order and for the fulfillment or compensatory replacement.

15.3 Unless otherwise agreed in the Order Confirmation, all cases of contractual violation and the related legal consequences as well as all the rights of the Customer, regardless of the legal reason for which they are advanced, are definitively regulated in this " General Terms and Conditions of Sale, Delivery for machines, equipment and systems ". In particular, all rights to compensation for damages, price reduction, withdrawal, termination and order cancellation that are not expressly mentioned in the aforementioned conditions are excluded. In no case the Customer has the right to compensation for any damage resulting from the suspension of production, loss of turnover, loss of orders, loss of profit and other direct or indirect damages.

15.4 Any contractual and non-contractual liability of GIOBBE is excluded unless the same is dependent on willful misconduct or gross negligence. In this case, any compensation to which GIOBBE is held for any damage experienced by the Customer, cannot exceed an amount equal to 5% of the value of that part of the Object of the supply which was not found to comply with the contractually agreed terms. If the aforementioned damage is the result of a delay attributable to GIOBBE, the same will be responsible, with the exclusion of any other claim or damage, of 0.25% for each entire week of delay and up to the maximum amount of 5% as above determined. The first 4 weeks do not entitle to any compensation,

15.5 Any liability of GIOBBE for the fact committed by the auxiliary staff is excluded. With regard to liability for damage from products, GIOBBE will respond according to the terms and conditions established by the Italian law in force at the time of the event.

16 Intellectual and Industrial Property, Trade Marks and Patents

16.1 Any result that is achieved during the design, execution, assembly and/or maintenance of the Object of Supply, even if made with means, tools, drawings, designs, provided by the Customer is and will remain the exclusive property of GIOBBE, which will exclusively benefit from all possible intellectual rights.

16.2 The Customer is not authorized to use, and/or to have third parties use trademarks, patents, names or other distinctive signs of GIOBBE and undertakes not to file, nor to have it filed in the state where it is based or elsewhere, trademarks, patents, names or other distinctive signs that are similar or confusing with those of trademarks (examples: FERBER and FERBER Textile Solutions ) belonging to GIOBBE.

16.3 The Customer will inform GIOBBE of any trademark infringement, patents, names or badges or any other intellectual and/or industrial property rights of GIOBBE.

16.4 GIOBBE has the right to reject or otherwise appropriately define complaints or violations by third parties in an extrajudicial or judicial manner.

17. Environmental rules and safety

17.1 The Customer undertakes to follow the safety instructions and warnings provided with the Object of Supply and to train its staff in an appropriate manner, so that the safe and environmentally friendly operation of the Object of Supply is constantly guaranteed. The Customer is required to confirm in writing to GIOBBE the receipt of the instructions for use and safety regulations.

17.2 Safety standards and warning signs posted on machines cannot be removed. Signs stating warnings that are not fixed correctly or ruined should be replaced immediately. GIOBBE undertakes to replace, at the expense and care of the Customer at all times and in adequate numbers such signs if they have become unusable. At the request of GIOBBE, the Customer is required at all times to accept and comply with any improvements made to the safety instructions.

17.3 Technical changes on machines, particularly if they compromise the safety of staff or the environment, can only be carried out with written consent from GIOBBE. In the absence of such consent, these changes must be removed immediately.

17.4 The Customer is obliged to immediately inform GIOBBE if an accident occurred on the Object of Supply or if the operation of the supply was dangerous.

17.5 In the event of the Customer's non-compliance with any of these obligations for environmental protection and safety of operation, he is obliged to maintain any obligation to compensate third parties.

18 Use of Software

18.1 To the extent that software is included in the scope of delivery, the Customer is herewith granted the non-exclusive right to use the software exclusively in object code and documentation supplied. The use permitted with respect to the goods supplied. The software shall not be used on more than one system.

18.2 The Customer undertakes not remove manufacturer identification labels – including, but not limited to copyright marks - without having obtained our prior written consent. Customer shall not and shall not allow any person or entity to: remove, modify, copy, reverse engineer, merge, decompile or disassemble the software or install other software on the goods.

18.3 GIOBBE and its licensors, if any, shall retain title to all software integrated the machine. All other rights to the software and documentation, including any copies that may exist, shall remain with us and/or the software supplier. No sublicenses shall be granted.

18.4 GIOBBE shall not be responsible for the damage, loss, use of any data recorded, stored, transferred, used on the software by the Customer.

19 Validity

19.1. In the event that the single provisions of these conditions are null or if there are any omissions in these conditions, the validity of the other provisions will remain valid. In the event of the nullity of a provision, both parties will commonly agree to find another regulation that comes closest to the objectives pursued by these terms.

20. Place of jurisdiction

20.1. This contractual relationship is governed by the laws of the state of Italy.

20.2. Italian law is applicable. The place of jurisdiction is Lecco-Italy.

GIOBBE S.r.L. Duly signed by the buyer

----------------------------------------- ----------------------------------------------------