PERSICO S.P.A.

GENERAL CONDITIONS OF PURCHASE

1. Definitions

In the interpretation of these General Conditions of Purchase the following terms must be understood to have the meaning
given below:
a) Purchaser: Persico S.p.A.
b) Supplier: the Supplier of the Product(s);
c) Purchase Contract(s): any contract for the purchase and/or production of the Product, or the Products, between
the Supplier and Purchaser, underwritten by both Parties or executed by means of an Order and/or acceptance;
d) Order(s): the form with which the Purchaser informs the Supplier of his intention to purchase one or more
Products;
e) Parties: the Purchaser and Supplier considered jointly;
f) Product(s): the asset, or assets, object of the purchase and sale.

2. Field of Application

2.1 These General Conditions of Purchase are applicable to all Contracts or Purchase Orders in which the Purchaser
appears as the buyer, prevailing over possible general conditions of sale or contract of the Supplier including if
no specific objection to them has been expressed.
2.2 Any modification or addition to these General Conditions of Purchase will only be valid and effective between the
Parties if drawn up in writing and underwritten by the Purchaser.

3. Purpose of the Contract and Assumptions

3.1 The purpose of the Contract is the production and supply of the Products described in the individual Orders issued
by the Purchaser and accepted by the Supplier with the methods described in points 4.2 and 4.3.

3.2 In no case can termination of the Contract give rise to any predefined commitment to purchase the Products or to
the establishment of exclusive obligations in favour of the Supplier.

3.3 The Contract is based on assumptions of trust and its basic and essential assumption is respect for the technical
standards, the specifications (also relative to packaging) and the quality procedures agreed in relation to the
service required.

3.4 An assumption of the Contract is that the Supplier is a contractually independent entity, enjoying independent
organisational, financial, technical and entrepreneurial capacity, as well as the means needed, capacity, ability
and resources to fulfil the Contract, therefore being able to guarantee the production and supply of the Products
as requested by the Purchaser and to fully meet the technical and quality needs of same.

4. Contracts/Purchase Orders

4.1 Contracts, Purchase Orders and any addition or modification relative to them must be in writing, prepared in
accordance with the Purchaser’s forms and sent via telematic/IT means or with any other means or tool (e.g.
carrier, post, telex, fax, e-mail, etc.) with the intention of unmistakably expressing the Purchaser’s willingness to
purchase the Products.

4.2 The Supplier accepts the form and methods identified by the Purchaser for transmitting the Order, confirming its
total validity and effectiveness in creating the obligation.

4.3 The Order will be considered to have been accepted should the Supplier fail to inform the Purchaser in writing of
it not being accepted within and not over 7 (seven) working days of its dispatch. For the sole purpose of certainty
in the relationships, the Purchaser can ask the Supplier for written confirmation of the Orders received.

4.4 Possible confirmations not conforming to the Order and/or to these “General Conditions” will not give rise to the
conclusion of any contractual constraint and the Order will be considered refused and rejected, explicitly holding
good the right of the Purchaser to adhere, by means of a specific written communication, to the conditions put
forward by the supplier.
5. Fulfilling the Contract

5.1 The Supplier must fulfil the Order or Contract in prompt respect of the terms agreed with the Purchaser (e.g.
quantitaties, delivery times, quality standards, invoicing terms and methods, documentation, accessory
obligations, etc.).

5.2 In the case of failure to respect the agreed conditions, the Purchaser, in conformity with the legal dispositions and
unless it is agreed otherwise, can give notice to the Supplier to fulfil and, in the case of serious and repeated non-
fulfilment, revoke and cancel the Order, holding good payment of damages, or in any case ask for the resolution
of the Contract as per article 11 of these General Conditions.

5.3. The Supplier will take steps to make the trial of the Products at his factories in accordance with the information
provided by the Purchaser, who can, in any case, view all their phases of production, however without this
constituting an indemnity in favour of the Supplier in any way.

5.4 The materials used in manufacturing the Products must be exclusively those indicated in the Purchaser’s technical
specifications; any variation must be previously communicated by a written communication by the Supplier and
accepted, again by means of a written communication, by the Purchaser.

5.5 Should the materials be supplied by the Purchaser, they must be carefully checked by the Supplier who, should
it be necessary, can ask for their replacement, also following an evaluation of the material itself by the Purchaser,
intended to ascertain the problems encountered by the Supplier.

5.6 The Purchaser reserves the right to ask the Supplier to issue suitable collaterals for the complete and correct
performance of the service.

5.7 In the eventuality of a stop occurring in the Purchaser’s production line due to failure to respect the supply
programme or lack of material or because it has been returned due to defects attributable to the Supplier, the
production stoppage hours will be signalled with the relative charge per €/hour.

6. Purchase Prices

6.1 The prices shown in the Order must be understood to be inclusive of any tax or accessory expense, as well as,
unless different and explicit provision has been made in the Orders themselves, of transport expenses.

7. Packing

7.1 Unless there are different and explicit indications in the Order, the Products will be packed at the Supplier’s care
and expense, in a suitable and adequate way for the type of Product and transport method. In this assumption
the Supplier is responsible for possible damage that could arise due to inadequate packaging; the costs relative
to returning the products due to the unsuitability of the packaging or the content will be at the charge of the
Supplier.

7.2 Unless otherwise agreed in writing between the Parties and/or contained in the Order, the packaging will be
understood to be included in the price.

8. Delivery and Transfer of Risks

8.1 The delivery terms shown in the Order are binding and fundamental in the interest of the Purchaser. Unless
explicitly agreed otherwise between the Parties, the delivery is understood to be to the factories of the Purchaser
shown in the Order; in the same way, unless otherwise agreed in writing between the Parties, the transport
expenses will be at the charge of the Supplier. The risks relative to the Products will pass to the Purchaser at the
moment of delivery to the factories mentioned in the Order.
8.2 Every dispatch will be accompanied by the relative transport documents in which, as well as that required by law,
the Purchaser’s Order number, the codes of the Products as contained in the Purchaser’s Orders and the address
of the factory where the delivery is to be made must appear.
8.3 In any case the actual taking delivery of the Products cannot be invoked to the detriment of the Purchaser’s rights,
especially those connected with the unsuitability of the Products or their delivery outside the term.
8.4 If, due to circumstances outside the Purchaser’s control such as, as non-binding examples, reasons of force
majeure or events inherent to the Purchaser’s production process, it would be impossible or, in any case,
extremely difficult to proceed with taking delivery of the Products, the Purchaser will have the right to delay taking
delivery for the whole of the time in which these circumstances persist.
8.5 The Supplier will be required to indemnify the Purchaser for any damage deriving from delay in the delivery with
the sole exception of damages deriving from reasons of force majeure. The reason of force majeure, however,
 cannot be invoked should it arise after the expiry of the agreed delivery terms and delays from sub-suppliers will
not be considered reasons of force majeure in any way. Should the circumstances of force majeure determine a
delay in the delivery of more than 30 (thirty) days or, in any case, incompatible with the Purchaser’s production
needs, this latter reserves the right to resolve the Contract, in whole or in part by simple notice in writing to the
Supplier.

9. Origin of the Products

9.1 If the Products are ordered by the Purchaser for export, the Supplier will be obliged to provide the Purchaser,
following his instructions and by the time of the first delivery, with a written declaration relative to the origin of the
Products that could have value for the necessary customs controls.
9.2 The Supplier will be responsible and must indemnify the Purchaser for any damage, expense or prejudice that
the Purchaser could suffer due to false or delayed declarations by the Supplier. The Supplier must, promptly and
without any delay, inform the Purchaser of any difference that has arisen with respect to what had been
communicated previously regarding the origin of the Products. Should it become necessary, the Supplier must
prove his declarations by means of original documents from the Customs Authorities of the place where he has
his headquarters.

10. Invoices and Payments

10.1 Invoices must be issued by the Supplier according to the law and in compliance with what is defined in the Order.
If there are no indications the invoices must be sent at the same time as the Products.
10.2 Precise references to the Order must be contained in the invoice and transport documents.
10.3 The invoices must not have a date that precedes the delivery of the Products under any circumstances.
10.4 Payments will be made according to the methods specified in the Order.

11. Explicit Resolution Clause

11.1 The Purchaser reserves the right, as per article 1456 of the Civil Code, to resolve the Contract with immediate
effect should facts or circumstances arise such as to irrevocably compromise the relationship of trust with the
Supplier. In any case, the onset of situations of serious financial difficulty, the start of investigation processes, the
change of the company representation and structure or any other situation that involves the Supplier and is liable
to have a negative influence on the Contract, including under an ethical profile, or in any case on the Supplier’s
ability to fulfil his obligations regularly, will constitute a suitable and adequate reason to justify the resolution of
the Contract by the Purchaser.
11.2 Similarly, as per art. 1456 of the Civil Code, the Contract will be understood to be resolved by right, following
notice in this regard from the Purchaser, should the Supplier not fulfil the obligations specified by articles 5
(Fulfilling the Contract), 8 (Delivery and Transfer of Risks), 12 (Guarantee and Dispute), 14 Industrial and
Intellectual Property Rights), 15 (Insurances), 16 (Technical and Regulatory Adaptations), 17 (Transfer of the
Contract), 18 (Exclusive Rights) and 19 (Secrecy and Confidential Information) of these General Conditions.
11.3 In any case, following written notice, should the delivery term not be respected or the Products prove not to
conform to that specified in the Order or to the quality levels in the product area of reference, the Purchaser
reserves the right to resolve the Contract with immediate effect or, at his exclusive discretion, to debit the Supplier,
as a penalty, with a sum equivalent to 3% (three percent) for each week’s delay until reaching 30% (thirty percent)
of the amount contained in the Order, holding good the possibility of the payment of further damages.
11.4 In any case it remains understood that payment of the penalty as per art. 11.3 will not relieve the Supplier in any
way from the obligation of bearing the expenses and costs consequent to non-fulfilment.

12. Guarantee and Dispute

12.1 The Supplier must provide a guarantee for 24 (twenty-four) months from the delivery date for differences and
defects in the work and/or Product as per arts. 1667 and 1668 of the Civil Code. This guarantee must also be
understood to be extended to operating faults due to modifications to procedures that happened subsequently
and that had not been authorised by the Purchaser.

12.2 In the case of Product defects or differences with respect to the Order directly or indirectly detected by the
Purchaser, unless there has been a prompt communication to the Supplier as per arts. 1667 and 1668 of the Civil
Code, the duty of counter-proof remains the charge of the same Supplier. The Purchaser will make himself
available for carrying a joint check within 30 (thirty) days of the accusation of the defects and differences. Should
the Supplier not make himself available in his turn to carry out the joint check, including on the premises of the
Purchaser’s customers, or not provide, within 5 (five) days of the same check, at his care and expense, to replace
the defective or nonconforming Products, the Purchaser reserves the right to reduce the price of the Products
proportionally in relation to their decreased value holding good, in any case, the Purchaser’s right to quantify, in
a separate document, the direct and/or indirect damages and the possible costs, charges and expenses sustained
or to be sustained and or debited or that could be debited to the Purchaser under any heading.
12.3 The Purchaser will also have the right of payment of all damages deriving from the possible need to purchase the
Products from or have them made by another supplier, also taking account of the delay suffered in consequence
of this occurrence.

12.4 It remains understood that the intervention costs in the case of differences or defects in the work and/or Product
during the guarantee period as per art. 12.1 above will remain at the total charge of the Supplier, thus including
 the consequent transport, travel, board and lodging costs, including in the case where the Products are on the
premises of the Purchaser’s customers.

12.5 In any case the right of the Purchaser to resolve the Contract as specified in art. 11 holds good.

13. Responsibilities
13.1 The Supplier undertakes to respect the technical standards, mathematical files, specifications and procedures
provided by the Purchaser as regards the production of the Products. Moreover, he undertakes to certify the
quality of the company activities and processes of specific interest for the supplies to the Purchaser.
13.2 Should the Supplier have to perform processing on the Products that are the object of the supply, said Supplier
undertakes to respect the applicable legal dispositions on the subject of: a) protection of the environment (e.g.
the waste disposal, transport, recovery and recycling of refuse regulations, those on discharges into the
atmosphere and into water, noise, the prescriptions on packaging and packing material, etc.); b) industrial
hygiene, accidents at work and, more in general, regulations relative to the health and safety of the workforce; c)
taking part in commerce and free competition; d) safeguarding of worker’s rights and, specifically, on the protection
of minor’s work; e) consumer protection; f) obligatory social security, assistance and insurance; g) workforce
bargaining; h) taxation, accounting and administrative compliance; i) registration and retention of mandatory
writings and documents; j) industrial and intellectual property rights; k) legislation against personal discrimination;
l) safeguarding personal data; m) links and relationships with public functionaries and local and government
bodies.
13.3 Should he not respect what has been provided for or should the Products be defective or show faults in operation,
the Supplier will be responsible for all damage, direct or indirect, that could ensue for the Purchaser and third
parties due to the supply of the Products.
13.4 In compliance with the requisites demanded by the laws in force, and especially by the Law on Sub-supplying n°
192/1998, the Supplier performs the agreed service making use of his own means, his own organisation and his
own resources, taking on himself full responsibility for the company risk. If, due to special requirements or
characteristics of the purchase relationship, subcontracting, even partial, of the service becomes necessary or
opportune, this must in any case be explicitly agreed in writing by the Parties and authorised by the Purchaser.
13.5 In any case the Supplier remains directly responsible to the Purchaser including when he makes use of third
parties for fulfilling his obligations.
13.6 The Supplier will be considered responsible for a possible stoppage of the Purchaser’s production line or those
of end customers for whom the Products are intended, in consequence of the failure to respect the supply
programme and/or the delivery Order and/or the absence of the agreed qualities in the Product supplied.
13.7 The Supplier will be considered responsible for the materials provided by the Purchaser; in the case of damage,
destruction, loss or theft the Supplier will be required to reimburse the Purchaser of the documented cost of the
materials and of other possible connected damages.

14. Industrial and Intellectual Property Rights

14.1 All information, technical standards, mathematical files, specifications and procedures provided by the Purchaser
are the exclusive property of this latter. No brand licence or exploitation of patent, nor any other industrial or
intellectual property rights inherent in the technical specifications and the know-how supplied, is to be understood
to be granted by the Purchaser to the Supplier at the conclusion of the Contract.

14.2 The Supplier is required to promptly return to the Purchaser, at the time of termination of the relationship or at the
end of performance of the service, all the information, documents and technical specifications received from the
Purchase or that anyway have come into his possession during execution of the Contract.
14.3 The Purchaser is the sole and exclusive owner and beneficiary of the rights connected to the exploitation and use
of the results (tangible and not) of the inventions and innovations possibly deriving from or associated with
execution of the Contract, the agreed fee being understood to also include the transfer of these rights.
14.4 The Supplier, as regards his competence and responsibility, guarantees to the Purchaser that the use, exploitation
in any way and resale of that acquired in the ambit of this contractual relationship, does not involve infringement
of the industrial and intellectual property rights of third parties; in the case of disputes or controversies the Supplier
must keep the Purchaser unharmed and released of responsibility for any responsibility or negative consequence
in this regard.
14.5 The Supplier will indemnify the Purchaser for any damage of prejudice suffered directly or indirectly by this latter
in relation to any infringement of intellectual and industrial property rights.

15. Insurances

15.1 The Supplier assumes, at his own charge, the task of stipulating and maintaining suitable insurance policies
covering the risks taken and possible damage that could be caused in fulfilling the Contract.

15.2 In any case, the Supplier’s insurance covers must contemplate protection of the goods and materials owned by
the Purchaser in the possession or held by the Supplier for performing the service as defined in article 13 above,
and indemnification of damages deriving from the supply of faulty or defective products as defined in article 12
above.
16. Technical and Regulatory Adaptations

16.1 With acceptance of the Order, the Supplier takes on the obligation of setting up the actions and initiatives that
could possibly become necessary for adapting his production to the requirements imposed by progress and
technology, the state of the art and new technical knowledge or other situations that, if not held in due
consideration, would be able to have a negative effect on the Supplier’s ability to fulfil his obligations correctly and
completely. The Supplier also undertakes to immediately conform his offer to the standards and prescriptions
imposed by new regulatory dispositions
16.2 Failure to adapt on the part of the Supplier involving, in concrete terms, negative consequences or damage for
the Purchaser, could constitute a reason for resolution of the Contract by right and, in any case, involves the
Supplier’s responsibility for all possible direct or indirect damage deriving from this failure to adapt.

17. Transfer of the Contract

17.1 The Contract cannot be transferred without explicit authorisation in writing from the Purchaser.

18. Exclusive Rights

18.1 The Supplier undertakes not to sell to third parties the Products (or parts of Products) produced in conformity to
drawings, mathematical files, technical specifications, samples or indications provided by the Purchaser or
bearing the Purchaser’s trademarks or other distinguishing signs.

18.2 The Supplier also takes on this commitment for his own suppliers and sub-suppliers, also guaranteeing that it is
respected by these latter and accepting all responsibility towards the Purchaser, including within the meaning of
the following paragraph.

18.3 In the case of infringement of this exclusivity obligation, holding good the immediate resolution of the Contract as
per article 11 of these General Conditions, the Supplier will be required, as a penalty, to transfer to the Purchaser
all sums he has received for the transfer to third parties of the Products (or parts of Products) covered by the
exclusive right, holding good the payment for any further damage or prejudice that the Purchaser could suffer
including the costs sustained to detect and/or prove this infringement.

19. Secrecy and Confidential Information

19.1 The Supplier guarantees, for himself and for his personnel, maximum secrecy as regards the information, data
and research that come to his knowledge during execution of the Contract, undertaking not to divulge them to
third parties and to use them exclusively for attaining the ends specified by the same Contract and in any case
abstaining from any action that could be harmful to the activities of the Purchaser.
19.2 The obligations contained in the previous paragraph will continue after the termination of the Contract. They will
cease to be effective when the information becomes public knowledge due to facts not attributable to the Parties
and/or people employed by them in execution of the Contract and, anyway, after 3 (three) years have elapsed
from the execution of same.

20. Code Of Ethics and Organizational Model Pursuant to Italian Legislative Decree 231/2001

20.1 The Supplier hereby declares to be aware and that the Persico Group has adopted a Code of Ethics and
Organizational Model pursuant to Italian Legislative Decree 231/2001, which can be found on the Persico Group
website. The Supplier declares to have read and fully understood such documents.
20.2 The Supplier accepts that, in relation to the execution of this Contract, the non-observance of any of the provisions
of Italian Legislative Decree 231/2001 and / or of the Group's Code of Ethics will result in a severe breach of the
obligations referred to in this Contract, legitimizing the Purchaser to terminate the same for cause, with immediate
effect pursuant to art. 1456 of the Civil Code. The Purchaser commits to this also for its employees, consultants /
temporary workers / collaborators who come into contact with the Purchaser.

21. Applicable Law and Competent Court

21.1 These General Conditions of Purchase and the sales Contracts connected to them are disciplined by Italian law.
21.2 Possible disputes relative to the interpretation or execution of the Contract will be referred to the jurisdiction and
exclusive competence of the Court of Bergamo, with explicit exclusion of the General Respondents Court and
alternative Courts.
 Personal data processing policy for suppliers and natural customers
The EU Regulation 679/2016 provides for the right to the protection of personal data concerning natural persons. In
compliance with this legislation, our Company informs you of the following:

a) purpose of data processing: the processing of personal data relating to you is intended to allow Persico SpA
(hereinafter referred to as "Company") and to its collaborators and/or partners in charge to perform the following activities:
1. Management and execution of pre-contractual obligations;
2. Management and execution of contractual obligations;
3. Entry of data in company databases in order to allow monitoring of the performance of the contract;
4. Management of tax and accounting requirements;
5. Fulfilment of obligations under the law, regulations and EU legislation;
6. Sending of newsletters through the use of the e-mail contact information provided by you to send information
concerning the services provided similar to those covered by the contract.
We also inform you that:

• in relation to the purposes referred to in sections 1), 2), 3), the processing may be carried out without your consent
as it is necessary for the performance of the contract of which you are a party (art. 6.1 lett. b) of the Regulation);
• in relation to the purposes referred to in sections 4) and 5), the processing may be carried out without your consent
as it is necessary to fulfill legal obligations (art.6.1 lett. c) of the Regulation);
• in relation to the purposes referred to in section 6), the processing can be carried out only after acquiring your
consent (art.6.1 lett. a) of the Regulation).
The provision of your personal data is mandatory for the purposes referred to in sections 1), 2), 3), 4), 5), and your
refusal to provide data will make it impossible to sign and perform the contract.

The provision of your personal data for the purpose of sending newsletters as per section 6 is instead optional, and
your refusal does not prevent the correct stipulation and subsequent performance of the contractual relationship.

a) data processing methods: processing is carried out at both paper and computer level, in compliance with the security
measures referred to in Article 32 GDPR.

b) data disclosure and transfer: unless required by applicable law or regulation or by EC regulation, or depending on
technical needs connected to servers and / or IT platforms, personal data are not subject to disclosure in any way and are
not subject to transfer outside the territory of the European Union. However, your data may have to be transferred to
customers and/or suppliers and/or distributors and/or managers of the Company, in accordance with art. 49.1.b and art.
49.1.c of the Regulation, depending on your supply contract.

c) the parties to whom your personal data can be communicated are the following:
1. external parties who may perform tasks on behalf of our Company in relation to which the current legislation
provides for the communication obligation, in compliance with the provisions of tax and accounting regulations
2. credit institutions for the management of payments and collections deriving from the performance of contracts
3. professionals, for the purpose of studying and resolving any legal problems relating to your contractual position
(e.g. lawyers)
4. professionals (both natural persons and legal persons) to whom the Data Controller should entrust tasks for
performing some outsourced activities (e.g.: accountants, consultants).
5. other parties provided for by law.
We also inform you that:

• the communication of your data to the categories of parties referred to in paragraphs 1 and 5 constitutes a legal
obligation to which the Data Controller must comply;
• the communication of your data to the categories of parties referred to in paragraph 3 may be necessary to protect
the respective rights before the court;
• the communication of your data to the categories of parties referred to in paragraphs 2 and 4 is necessary to
perform the contract of which you are a party for the execution of the assignment, therefore any failure to
communicate your data would not allow the execution of the assignment.

d) the data controller is: Company Persico S.p.A. with registered office in via Guglielmo Marconi n.7/9, 24027 Nembro
(BG), Tel. +39 035 4531711 – e-mail: [email protected].

e) the data protection officer: can be contacted at the email address [email protected], tel. +39 030-2944317.
f) the internal contact person for the processing of your personal data is: Eng. Giuliana Gamba for the provisions
of EU Regulation 679/2016, at the headquarters of our Company, at the email address [email protected], tel.
035-4531696.

g) data retention period: given the nature of the assignment, the data will be retained for a maximum period of 10 (ten)
years from the completion of the assignment and/or from the end of the relationship, without prejudice to your right to
obtain the erasure or limitation at any time of the data where this does not conflict with a specific legal obligation (art.2220
of the Italian civil code, art.43 of Presidential Decree 600/73).

h) complaints: it is possible to lodge a complaint with the Data Protection Authority in any case of unlawful processing
of your data.

You can assert your rights, as governed by articles 15, 16, 17, 18, 19, 20 and 21 of the EU Regulation 679/2016, which
we enclose in copy, applying in writing to: Company Persico S.p.A. with registered office in via Guglielmo Marconi n.7/9,
24027 Nembro (BG), Tel. +39 035 4531711 – e-mail: [email protected].

Privacy policy for legal persons

Data are also collected in order to send newsletters and advertising material.

The provision of data for this specific purpose is optional and requires the express statement of consent.

The data controller is: Persico S.p.A. with registered office in via Guglielmo Marconi n.7/9, 24027 Nembro (BG), Tel. +39
035 4531711 – e-mail: [email protected].

Optional consent for sending newsletters and advertising material (check the checkbox) :

□ I give my consent (the consent given can be revoked at any time. The revocation does not affect in any way the
lawfulness of the processing carried out before the revocation);

□ I deny my consent (the denied consent does not affect in any way the execution of the assignment covered by
the contract);

(Place and date) _______________________(Signature) _________________________________________