Terms and Conditions of Contract

Courtesy translation of the Italian original. In case of any discrepancy, the Italian version prevails.

Terms and Conditions of Sale (Annex A)

All quotes are offered and all purchase orders are accepted by the Seller solely on the basis of these Terms and Conditions.

1. Definitions

• “Buyer” means the legal entity to which the Seller sells Products or Services under a Contract.

• “Contract” means the agreement between Buyer and Seller governing the sale of Products and/or Services by the Seller to the Buyer. These Terms and Conditions, the Quote (if issued by the Seller), the purchase order confirmation (if issued by the Seller) and the Buyer's purchase order (unless the latter conflicts with these Terms and Conditions, the Quote and/or the order confirmation) constitute the Contract.

• “Quote” means the Seller's document identifying the Products and Services, together with quantities, price, delivery schedule and/or other terms and conditions (in addition to or different from these Terms and Conditions), offered by the Seller for sale to the Buyer. A Quote that incorporates these Terms and Conditions by reference shall be deemed to include these Terms and Conditions, regardless of whether the Seller provides the Buyer with a complete copy of these Terms and Conditions with the Quote, with a purchase order confirmation or with an invoice. In the event of conflict between these Terms and Conditions and other provisions of the Quote, the latter shall prevail.

• “Services” means digital solutions, software systems, technology infrastructure, automation services, integrations, artificial intelligence-based services and consulting and implementation activities provided by the Seller.

• “Software” means the software loaded or supplied.

• “Terms and Conditions” means these “Terms and Conditions of Sale.”

• “Seller” means the entity Quixxt s.r.l.s which supplies Products and/or provides Services under the Contract.

Nature of the Services

The Parties acknowledge that the Services covered by this Contract consist mainly of digital, consulting, software implementation, automation, technology integration and artificial intelligence-based services, and not of the supply of physical goods.

Any references in these Terms and Conditions to “Products” or “goods” shall be understood, where applicable, as also referring to software components, digital infrastructure and technology services.

Hierarchy of Contractual Sources

The relationship between the parties is governed, in order of precedence, by:

• the Contract signed between the parties;

• the Quote/commercial Proposal accepted by the Customer;

• these Terms and Conditions of Sale.

In the event of conflict or inconsistency between the above documents, the provisions of the higher-ranking document shall prevail.

These Terms and Conditions are supplementary in nature and govern all aspects not expressly regulated in the specific contractual documents.

The Customer declares to have read and accepted that the technical, operational and functional content of the Services is defined exclusively in the Quote and/or in the Contract, and that any requests beyond what is provided therein shall be considered extra activities and may be subject to a separate quotation.

2. Formation of the contract

No agreement or understanding, verbal or written, that purports to modify these Terms and Conditions shall be binding on the Seller unless it is in writing, specifically states that it is an amendment to these Terms and Conditions and is signed by the Seller's authorised representative. No negotiation, trade usage or course of performance shall be deemed relevant to explain or supplement any of these Terms and Conditions. These Terms and Conditions are deemed incorporated in any offer of the Seller and the Buyer's acceptance of the Seller's offer is expressly limited to acceptance of these Terms and Conditions. Fulfilment of the Buyer's purchase order does not constitute acceptance of the Buyer's terms and conditions and does not modify or derogate from these Terms and Conditions. The Buyer's purchase order for the purchase of Products and/or the provision of Services constitutes the Buyer's assent to these Terms and Conditions. Any terms and conditions contained in the Buyer's purchase order or in any other form of communication from the Buyer that are additional to or different from these Terms and Conditions shall be deemed rejected by the Seller unless expressly accepted in writing by the Seller's authorised representative. Alternatively, if these Terms and Conditions are considered a response, an acceptance or a written confirmation of the Buyer's offer, whether given in the form of a purchase order or otherwise, the Buyer's offer shall be deemed made on the basis of these Terms and Conditions and the Seller's acceptance shall be expressly conditional on the Buyer's assent to these Terms and Conditions. The Buyer's acceptance of an offer for the Products indicated to the Buyer by the Seller constitutes the Buyer's express assent to all the terms and conditions contained in these Terms and Conditions. All proposals, negotiations and statements, made prior to or with reference to this document are superseded by these Terms and Conditions. By signing a contract on the basis of these Terms and Conditions, the Buyer accepts their applicability in relation to future agreements between itself and the Seller, even where this is not expressly stated. The Seller shall have the right to update and/or amend these Terms and Conditions from time to time; by virtue of and upon notice of such update or amendment to the Buyer, or by sending the Buyer the updated or amended Terms and Conditions, the amended Terms and Conditions shall apply to all transactions between Seller and Buyer. References in this section to “these Terms and Conditions” shall be deemed to refer to these Terms and Conditions and to the Seller's Quote, where the Seller has issued a Quote. The Seller and the Buyer agree that valid, effective and binding obligations may arise by electronic means of communication. Any electronic communication between Seller and Buyer shall be considered “written” and/or “made in writing”.

3. Acceptance of purchase orders

No purchase order of the Buyer shall be binding on the Seller until it has been accepted in writing by the Seller; the Seller shall have no liability to the Buyer with respect to purchase orders that have not been accepted. Delivery against a purchase order shall be deemed to constitute acceptance of it by the Seller, in accordance with these Terms and Conditions. All purchase orders shall be subject to these Terms and Conditions, regardless of whether this is expressly stated in the purchase orders. Purchase orders accepted by the Seller may not be cancelled or modified by the Buyer without the Seller's prior written consent. Where the Seller has accepted the Buyer's purchase order in writing, the Buyer may not modify its purchase order unless the Seller accepts in writing any modification requested by the Buyer (in which case the Seller reserves the right to revise the price and the delivery schedule).

4. Quotes

Quotes shall lapse and be void thirty (30) days after the date of the Quote, unless the Quote provides otherwise. The Quote may be modified or withdrawn by the Seller at any time before the Seller receives the Buyer's conforming acceptance; provided, however, that the Seller reserves the right, upon written notice to the Buyer, to correct any typographical or administrative errors made in any Quote before or after receipt of the Buyer's conforming acceptance (in which case, where exercised by the Seller, the Seller shall give the Buyer the option to accept or reject the Seller's corrected offer). The prices stated in Quotes are subject to change as provided in section 5 “PRICE; PRICE CHANGES”.

5. Price; price changes

(a) Price. The price of Products, Software or Services (“Offerings”) sold under the Contract shall be that set out in the Quote. If no price is specified in the Quote, the price shall be based on the Seller's prices in effect at the time of delivery. Prices are presumed to be net of amounts relating to value added tax or similar taxes and the Buyer shall pay the Seller all additional amounts in connection with such taxes. Any variation from the current Offerings requires specific pricing. The Seller reserves the right, at any time, without notice and without incurring any obligation, to discontinue and withdraw from sale any Offering, to make changes to the wording of the Offerings and/or to make improvements to the Offerings. The Seller reserves the right to discontinue without notice any price allowances, discounts, extras and other terms and conditions relating to prices. Unless otherwise stated in the Quote, the price is based on delivery in accordance with the following section 10 “DELIVERY; TRANSFER OF TITLE; RISK OF LOSS/DAMAGE; VERIFICATION”. Prices include the Seller's standard packaging. In the event of inconsistency between these Terms and Conditions and what is stated in the Quote or in the Contract, the latter shall prevail.

(b) Price changes.

(1) The Seller may change the price set out in a Quote at any time upon notice to the Buyer, except where the Seller has expressly stated in the Quote that a price is fixed and has expressly stated the period during which the price will be fixed, in which case the price shall remain fixed during that period unless the following subsection (2) applies.

(2) In response to the following changes that increase the Seller's costs, effective from notice to the Buyer, the Seller may unilaterally change the applicable price (i) of an issued Quote, even if the Quote specifies that the price is fixed and/or (ii) of a Contract between the parties: (a) changes to the Buyer's specifications, ordered quantities, shipping arrangements and other Buyer requests; (b) changes to freight rates and other transport-related charges, where the Seller is responsible for them, (c) changes to applicable laws, including, without limitation, the conditions described in the following Section 8 “TAXES, DUTIES AND EXPENSES”; and (d) changes to the Seller's production cost, such as raw materials, components and/or labour.

(c) Services. Service charges are based on normal working hours (from 8:00 to 17:00, Monday to Friday). Overtime and hours worked on Saturdays shall be invoiced at one and a half (1.5) times the normal hourly working rate. Hours worked on Sundays shall be invoiced at two (2) times the normal hourly working rate; hours worked on public holidays shall be invoiced at three (3) times the normal hourly working rate.

6. Services

The provisions of this section shall apply where the Seller provides Services, such as providing opinions, feasibility studies, consulting, study programmes, courses, training sessions, assistance, secondment of personnel, hosting, implementation or management of software, websites or information systems and network-related Services. These provisions are without prejudice to the provisions included in these Terms and Conditions concerning specific Services, such as maintenance.

(a) Performance.

(1) The Seller shall perform any Service in accordance with good industry practice.

(2) In performing the Services, the Seller is required to follow the Buyer's timely and reasonable instructions where this has been expressly agreed in writing. The Seller is not required to follow instructions that modify or supplement the substance or scope of the agreed Services; however, where such instructions are followed, the work in question shall be compensated pursuant to the following subsection (b) “Changes and additional work”.

(b) Changes and additional work.

(1) If, at the request or with the prior consent of the Buyer, the Seller has performed work or rendered other services that go beyond the substance or scope of the Services, the Buyer shall pay for such work or services at the Seller's customary rates. The Seller shall not be obliged to satisfy such a request for additional work.

(2) The Buyer acknowledges that additional work or services may affect the time agreed or expected for completion of the Services and the mutual responsibilities of the Buyer and the Seller. The fact that additional work (or the request for it) arises during performance of the Contract shall never constitute grounds for withdrawal or termination of the Contract by the Buyer.

The Services may include components based on artificial intelligence and automated systems. The Customer acknowledges that such systems may generate non-deterministic and variable results. The Customer is responsible for verifying, supervising and validating the generated outputs before their operational use. The Seller is not liable for decisions, actions or results arising from the use of outputs generated by AI systems or by the automations implemented.

Third-Party Services

The Services may include the integration, use or configuration of platforms and services provided by third parties. The Seller is not liable for malfunctions, interruptions, changes, limitations or discontinuation of services provided by third parties, nor for any changes to their costs, policies or features. The Customer acknowledges that such services are governed by the terms and conditions of the respective providers.

Execution Times

Any timelines indicated in the Contract, in the Quote or in operational communications are to be understood as indicative, non-binding estimates. Meeting the timelines is subject to the Customer's active cooperation and the timely supply of materials, access, data, content and necessary approvals. The Seller shall not be held liable for delays arising from external factors, technical dependencies, integrations with third-party systems or the Customer's defaults.

7. Taxes, duties and expenses

The Seller shall be responsible for taxes calculated on the Seller's net income at the time of performance or payment of the work under the Contract (“Seller Taxes”). The Buyer shall be responsible for all other taxes, duties and expenses or other charges of any kind (including, without limitation, any manufacturer's tax, resellers' occupation tax, use tax, sales tax, excise, duty, customs tariff, inspection or testing expense, value added tax or any other tax, expense or charge of any nature) and any increase thereof, imposed by any governmental authority on the Buyer, the Seller and the Seller's suppliers and/or contractors, under the contract between the Seller and the Buyer, whether or not related to the production, sale, distribution or delivery of the Products or Software, the provision of the Services or any other element of the Seller's performance under the Contract, or of the performance of a Seller or a Seller's contractor in connection with the Contract. Where the Seller, directly or indirectly through one or more of its suppliers and/or contractors, is required to pay such tax, expense or charge (including any increase in the amount thereof), regardless of whether such tax, expense or charge (or the increase in its amount) is imposed before or after delivery of the Products by the Seller and/or payment for the Products by the Buyer under the Contract, the Buyer shall reimburse the Seller for the payment of such tax, expense or charge (or the increase in its amount). The Seller may add the amount to be reimbursed to the price of the Product, Software or Service or invoice it separately, at its sole discretion. Alternatively, in lieu of reimbursement, the Buyer may provide the Seller, at the time of placing the order, with an exemption certificate or another document acceptable to the authority imposing such tax, expense or charge. If the Seller's prices include or are intended to cover any taxes, duties or expenses (other than Seller Taxes), any increase in such taxes, duties and/or expenses may result in an adjustment of prices.

8. Payment terms

(a) Payment terms. Payment terms are entirely in cash, free of set-off or discounts, in Euro and by bank transfer, no later than thirty (30) days from the invoice date. Any complaint relating to the invoice must be notified to the Seller within eight (8) days of the invoice date. After that date the Buyer shall be deemed to have accepted the invoice. Unless otherwise stated in the Contract or in the Quote, which shall prevail over these terms.

(b) Non-payment. Should the Buyer fail to make any payment when due, and should any bankruptcy, reorganisation or other insolvency and pre-insolvency proceedings, as well as composition, mediation, assignment or arrangement with any creditor, be initiated involving or against the Buyer, the entire price of the Contract shall become immediately due and payable on simple request, or the Seller, at its sole discretion and without prejudice to any other legal remedy, may postpone delivery or terminate the Contract. Where delivery is postponed and the Seller does not require immediate payment of the full contract price, payments shall become due proportionally, in line with the deliveries made.

(c) Buyer's financial condition. If, during the period of performance of the Contract, the Seller reasonably believes that the Buyer's financial condition is not adequate with respect to the specified payment terms, the Seller may require full or partial advance payment before proceeding with the work, or a deposit or satisfactory guarantees that invoices will be promptly paid when due, or, at its discretion and without prejudice to other legal remedies, may postpone delivery or terminate the Contract with immediate effect without incurring any liability to the Buyer.

(d) Delay. In the event of delay in the Buyer's acceptance of delivery, which must be accepted by the Seller, the Seller may store the Products in accordance with the following subsection 10(g) “Storage” and the Seller may submit a new cost estimate for completion based on the conditions then in force. Payments shall be due from the date on which the Seller is ready to deliver the Products and storage shall remain at the Buyer's risk and expense, as provided in the following subsection 10(g) “Storage”. Should production be delayed by the Buyer for any reason, a partial payment proportional to the completed order shall be due by reason of such delay from the date on which the Seller is notified of the delay.

(e) Charges for late payment. If a payment due from the Buyer is not made when due, without prejudice to the Seller's other rights and remedies, it shall bear statutory default interest at the rate provided for by Legislative Decree 231/2002, article 5 (as amended and supplemented from time to time), without the need for any written request or formal notice to perform, from the date on which it is due until it is paid. Any payment by the Buyer shall be applied, first, to pay the judicial and extrajudicial costs and the interest owed by it; thereafter it shall be applied to the oldest outstanding debt, even if the Buyer objects.

(f) Exceptions. The Seller may allow exceptions to the payment terms stated in this section or apply different terms and conditions where the Seller specifies such exception or different terms and conditions in the Seller's Quote or in another notice sent by the Seller to the Buyer before the Seller receives the Buyer's purchase order.

9. Excusable delays; force majeure

(a) Impossibility of performance. The Seller shall not be deemed to be in breach of the Contract nor shall it be in any way liable to the Buyer (whether for any ordinary, incidental or consequential loss or damage or otherwise) as a result of a delay by the Seller or a failure to deliver or install Products or to perform the Services due to (i) any cause beyond the Seller's reasonable control, (ii) an event of force majeure, an event attributable to the Buyer, an embargo or any other act, authority, regulation or request of government, fire, theft, accident, strike, slowdown or other labour disturbance, war, armed conflict, act or threat of terrorism, riots, epidemics, transport delay or (iii) inability to obtain the necessary labour, materials, components or facilities. Should any of the above events occur, the Seller, at its discretion, may terminate the Buyer's order in relation to the Products not delivered or the Services not completed or extend the delivery date for a period equal to the time lost due to the delay. The Buyer shall be promptly notified of such choice. Where the Seller elects to terminate the Contract, the Seller shall be released from any and all liability for failure to deliver the Products or to perform the Services, including, without limitation, any claim on behalf of the Buyer for loss of profits or any other claim of any kind that the Buyer may have. Should shipment or progress of the work be delayed or interrupted by the Buyer, directly or indirectly, the Buyer shall pay the Seller all additional expenses resulting therefrom.

(b) Allocation. Should the Seller determine that its ability to meet the demand for products, including the Products, or to obtain labour, materials, components or facilities is hindered, limited or made impracticable for the causes defined in the preceding subsection (a) “Impossibility of performance”, the Seller may allocate its supply of available products (without any obligation to purchase further or other supplies of such products), including the Products, to itself and to its buyers, on terms that the Seller determines to be fair, without any liability for any defaults that may result.

10. Limited warranty

(a) Scope and Period.

(1) Services. The Seller warrants that the Services will be performed in a competent and diligent manner, in accordance with any mutually agreed specifications. The warranty shall expire ninety (90) days after the date of completion of such Services. The warranty covers only the correct technical performance of the Services and not the results deriving from their use.

(2) Software. The Seller warrants that the Software will operate, at the time of delivery, in accordance with the specifications agreed in a written agreement signed by the Buyer (as licensee) and the Seller (as licensor) once correctly installed in the Products. The firmware embedded in the Products, at the time of delivery, will execute the Seller's programming instructions. The warranty shall expire six (6) months after the date of manufacture of the first Product in which the Software is loaded.

(3) Applicability. This warranty shall apply to any Product and/or Software purchased, acquired and/or used by an entity, or by a person, that acquires the Products and/or the Software from the Buyer (a “Transferee”); however, any claim made against the Seller under this warranty may be made only by the Buyer. This section shall not bind the Seller to satisfy any claim made by a Transferee against the Seller under it, regardless of whether such Transferee is a direct or indirect Transferee of the Buyer. The Buyer shall give any Transferee of a Product or Software adequate notice of this section and of section 13 “LIMITATIONS OF REMEDIES AND LIABILITY” of this document.

(4) Exceptions. The warranty period of some Products may differ from the warranty period stated in subsection (a)(1) “Scope and Period”. The Buyer must consult the current product catalogue or the Seller's website or the Seller directly to confirm the applicable warranty period.

(b) Remedies.

(1) Services. If, before the expiry of the warranty period stated in the preceding subsection (a)(3) “Services”, it is demonstrated to the Seller's satisfaction that any Service does not conform to the warranty stated herein, the Seller shall perform such non-conforming Services again. If the Services cannot be performed again, the Seller, at its discretion, shall refund or credit the funds paid by the Buyer for such non-conforming Services.

(2) Software. If, before the expiry of the warranty period stated in the preceding subsection (a)(4) “Software”, (i) the Buyer provides, in writing, a complete description of the non-conformity identified in the Software and (ii) it is demonstrated to the Seller's satisfaction that the Software has such non-conformity with the warranty set out herein, the Seller shall correct the non-conformity, at its discretion: (i) by modifying or making available to the Buyer the instructions for modifying the program causing such non-conformity or (ii) by making available a corrected or replacement program at the Seller's FCA plant, warehouse or other facility, which the Seller shall designate from time to time, at its discretion, as the point of delivery.

(c) Exclusions - The warranties stated in this section do not cover:

(1) any technical advice provided free of charge by the Seller to the Buyer in connection with the use of the Products/Services/Software; such technical advice, or the results obtained, are provided and accepted at the Buyer's sole risk; and/or

(2) cases where the Software is not free of interruptions or errors or does not meet the requirements of the Buyer or of any other party; and problems caused by use of the Software in combination with software, hardware or products owned by third parties.

(d) Disclaimer: the warranties in this paragraph, to the maximum extent permitted by law, replace all other express and implied warranties, arising by law or otherwise, (including, without limitation, the implied warranties of merchantability and fitness for a particular purpose, regardless of whether the purpose or use was disclosed to the Seller in specifications, drawings or otherwise, and whether or not the Seller's Products are designed and/or manufactured specifically by the Seller for the Buyer's use or purposes) and, consequently, no other express or implied warranty shall apply to or fall within the Contract. No employee, representative or agent of the Seller who is not an officer of the Seller is authorised to amend or modify any provision of this section or to give any warranty or representation, express or implied, verbally or in writing, contrary to the above. Except where the Buyer and the Seller agree, by a written and signed agreement, the specifications applicable to the Products, Software and/or Services, any description of the Products, Software and/or Services, whether in writing or given verbally by the Seller or the Seller's agents, as well as the specifications, samples, models, bulletins, drawings, diagrams, design sheets or similar materials used in connection with the Buyer's order are for the sole purpose of identifying the Products and shall not be construed as an express or implied warranty. Any suggestion by the Seller or the Seller's agents regarding the use, application or suitability of the Products shall not be construed as an express or implied warranty, unless it has been confirmed in writing by the Seller's authorised officer. If an authorised officer of the Seller gives express or implied warranties in writing and (1) the actual operating conditions or other conditions or uses differ from those stated by the Buyer to the Seller or (2) the Seller has relied on any data or information provided by the Buyer to the Seller in selecting or designing the Products and/or providing Services and such data or information is inaccurate, the warranties contained therein affected by such conditions shall be void.

11. Limitations of remedies and liability

(a) Claims for breach of warranty. The Buyer's sole remedy for breach of any warranty under the Contract, except the warranty stated in section 16 “INTELLECTUAL PROPERTY INDEMNITY”, shall be the applicable remedy stated in the preceding section 12 “LIMITED WARRANTY”. The Seller's total liability for any claim for breach of warranty under the Contract shall in no event exceed the purchase price allocable to the Product, Software or Service or to the part thereof giving rise to the claim.

(b) Other indemnities. The Seller's liability for any claim other than a breach of warranty under section 12 “LIMITED WARRANTY”, whether in contract, negligence, tort, strict liability, indemnity or otherwise, for any loss or damage arising from, connected with, or resulting from the Contract or its performance or breach, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical guidance for installation, verification, operation or use of any Product covered or supplied under the Contract or of the Services rendered under the Contract, (except as provided in section 16 “INTELLECTUAL PROPERTY INDEMNITY” and subject to the exclusions and limitations of liability prohibited by applicable law) The Seller's overall liability, on any ground, shall in no event exceed the total amount paid by the Customer for the Services covered by the Contract. The Seller does not guarantee the achievement of specific economic, commercial, customer acquisition or performance results, such results depending on multiple external factors that cannot be controlled.

(c) Limitation of liability for consequential damages. The Seller disclaims and shall not be liable for consequential, incidental, contingent, special or punitive damages. The Seller shall not be liable for loss of profits or revenues, loss of use of the Products, the Software or any related equipment or systems, cost of capital, cost of substitute products, cost of facilities or services, business interruption, costs of downtime, stoppages or slowdowns, damage to reputation or any other type of economic loss, penalties, special or punitive damages and claims of the Buyer's customers for such damages.

(d) Time limit for claims. Except to the extent such limitation is prohibited by law, all claims against the Seller arising from or related to the Contract or its performance or breach shall lapse unless they are made and submitted to the Seller in writing by the Buyer before the expiry of the applicable warranty period.

(e) Formal notice to perform. The Seller's liability for non-performance of the Contract shall arise in all cases only if the Buyer promptly and properly gives the Seller a written formal notice to perform, granting a reasonable period of time to remedy the default and if the Seller continues to fail to perform its obligations even after such period. The formal notice must contain as complete and specific a description of the breach as possible, so that the Seller can respond adequately.

(f) Precedence. The limitations of this section apply regardless of whether a claim is based on contract, tort (including negligence), warranty, strict liability, intellectual property or otherwise, and take precedence over any conflicting terms and conditions, except where the limitations of liability of such conflicting terms further limit the Seller's liability.

(g) Exception. Nothing in this contract limits any liability that cannot be limited by law. In particular, the limitations and exclusions set out in this section 13 do not apply to liability arising from death or personal injury due to the negligence of a party, or to the fraud, wilful default or gross negligence of that party (or of the directors, officers, affiliates or subcontractors of either party).

12. Buyer's responsibilities

The Buyer shall provide the Seller with immediate access to the site where the Services are to be performed and a work area and adequate facilities to perform the Services. The Buyer shall not require the Seller or its employees, as a condition of access to the site or otherwise, to accept or enter into any agreement that derogates from, releases, indemnifies or otherwise limits any right or extends any obligation of the Seller. Any similar agreement shall be null and void. The Buyer shall inform the Seller in writing, at the time of placing the order, of any known hazardous substance or condition at the site, including, without limitation, the presence of asbestos or asbestos-containing materials, and shall provide the Seller with any data reasonably requested by the Seller regarding it. The Buyer shall appoint a representative who is familiar with the site and the nature of the Services the Seller is to perform, who shall be present at all times when the Seller's personnel are at the site. The Seller shall not be liable for expenses incurred by the Buyer for the removal, replacement or renewal of any of the Buyer's equipment or of any part of the Buyer's building structure that limits the Seller's access or its ability to perform the Services. The Buyer's personnel shall cooperate and provide all assistance reasonably requested by the Seller. The Seller shall not be accountable for, nor liable for, any work performed by the Buyer. The Seller may suspend or interrupt the Services, at its sole discretion, without any liability to the Buyer if the Buyer fails to comply with its obligations herein or if the Seller determines, at its sole discretion, that continuing to provide the Services to the Buyer represents a hazardous condition for the Seller's employees. The Seller reserves the right to suspend access to the platform in the event of non-payment or non-compliant use.

13. Buyer's indemnity for third-party warranty claims

If the Buyer supplies Products or Services to third parties, uses Products or Services at a facility owned by third parties and/or transfers Products and/or Software to third parties, the Buyer (except to the extent prohibited by law) shall indemnify and defend the Seller from and against any and all claims and liabilities towards said third parties that exceed the limitations in sections 12 “LIMITED WARRANTY” and 13 “LIMITATIONS OF REMEDIES AND LIABILITY.” For the purposes of this subsection, “Seller” means the Seller, its affiliates, suppliers, contractors, licensors and all of their employees.

14. Intellectual property indemnity

The Seller warrants to the best of its knowledge that the Products, Services and/or Software supplied under this document, and any part thereof, (each a “Delivered Item”) will be delivered free from any lawful claim by third parties not affiliated with the Buyer for infringement of any patent granted in the United States, the United Kingdom or within the E.U., of any trademark registered with the United States Patent and Trademark Office or any other equivalent office in the United Kingdom or the E.U. and/or of any copyright registered with the United States Copyright Office. The Seller shall defend or pursue at its own expense any action that may be brought against the Buyer for the alleged infringement by the Delivered Item of any United States, United Kingdom or E.U. patent, of any trademark registered with the United States Patent and Trademark Office or with any equivalent office in the United Kingdom or within the E.U. and/or of any copyright registered with the United States Copyright Office provided that: (a) such alleged infringement consists in the use of the Delivered Item for (i) one of the purposes for which the Buyer informed the Seller that such Delivered Items would be used, or (ii) if the Buyer did not inform the Seller, any of the purposes for which the Seller reasonably believed that such Delivered Items would be used; (b) the Buyer has made all payments relating to such Delivered Items, due under this article; (c) the Buyer shall immediately inform the Seller in writing of such action and shall immediately forward to the Seller, as soon as received, all notices of proceedings and documents served on it; (d) the Buyer shall not take any position adverse to the Seller in relation to such claim; and (e) the Buyer shall allow the Seller, through the Seller's counsel, both in the Buyer's name and in the Seller's name, to defend such action and shall provide all information, assistance and powers necessary to enable the Seller to conduct such defence. As a separate and independent obligation, the Buyer shall provide all reasonable information (including documentation) and assistance that the Seller may request at any time in connection with such actual or threatened action.

In the event of a final award of damages in any such action, the Seller shall pay such award but shall not be liable for any transactions or settlements made without its written consent. If in such action the Delivered Item is held to infringe any valid patent issued in the United States, the United Kingdom or the European Union and/or a trademark registered in the United States, the United Kingdom or the European Union and/or a copyright registered in the United States, the use of which is precluded, or in the event of a settlement or transaction approved by the Seller that precludes future use of the Delivered Item, the Seller shall, at its own expense and at its sole discretion: (a) obtain the rights to continue using such Delivered Item; or (b) modify the Delivered Item so that it is non-infringing; or (c) replace the Delivered Item with a non-infringing product and/or software; or (d) refund the purchase price paid by the Buyer for the Delivered Item upon return of the Delivered Item to the Seller (less reasonable depreciation for any period of use). Notwithstanding the foregoing, the Seller shall not be held liable for patent infringement claims covering use of the Delivered Item in combination with other goods or materials not supplied by the Seller.

The foregoing sets out the Seller's entire liability for intellectual property infringement; in no event shall the Seller be liable for consequential or incidental damages attributable to an intellectual property infringement. The Buyer shall defend at its own expense the Seller against and/or settle (a) any claim for infringement of a patent, trademark, copyright or other intellectual property right in relation to a Delivered Item supplied by the Seller to the Buyer, manufactured in accordance with designs, drawings or other descriptions proposed or provided by the Buyer; and (b) any claim against the Seller for contributory infringement arising from the Buyer's use or resale of a Delivered Item sold hereunder. The Buyer shall indemnify the Seller for any award against the Seller or settlement made by the Seller with respect to such claims, as well as for the legal fees and defence costs incurred in defending such claims.

15. Ownership of intellectual property rights

All designs, know-how, projects, specifications, inventions, devices, developments, processes, software, copyrights, trademarks, patents and applications and other information or intellectual property used, produced, conceived, developed or acquired by the Seller in connection with the Contract (whether disclosed or otherwise provided to the Buyer by the Seller) and all rights contemplated therein (collectively, “Seller's Intellectual Property”) shall remain the property of the Seller and shall be vested in and operate for the sole benefit of the Seller and the Buyer shall keep them confidential in accordance with these terms and conditions. The Buyer shall have no right or ownership interest in any Seller's Intellectual Property; any Seller's Intellectual Property, in any form, and any copy thereof (including, without limitation, product samples), shall be promptly returned to the Seller upon the Seller's written request. The Buyer acknowledges that under this Contract no license or right of any kind is granted to the Buyer in relation to any Seller's Intellectual Property other than (a) as stated in the following section 19 “SOFTWARE LICENSE” and (b) the limited right to use the Seller-owned Products purchased from the Seller. Except as expressly provided and detailed for payment as agreed by the Seller, the sale of Products or Services by the Seller to the Buyer does not include the delivery of any related project, development or service associated with the Seller's Intellectual Property. The Seller retains all rights, title and interest in the drawings, engineering instructions, specifications and all other written data, if any, provided with the Services.

16. Software license

The provisions set out in this section apply to all Software supplied by the Seller.

(a) Grant of License. Notwithstanding any other provision to the contrary herein, the Seller shall retain all ownership rights and all titles relating to its Software and firmware, including all intellectual property rights and proprietary rights in force worldwide. The Seller grants the Buyer a limited, non-exclusive, non-sublicensable, non-transferable (except as defined in subsection (b) “Scope of the License”), royalty-free and limited license to use the Software and firmware in the United States, the United Kingdom or within the E.U., solely for its own internal business purposes and solely in connection with: (a) the operation of the Products purchased and sold under the Contract and/or of the other products that meet the Seller's specifications and (b) any other purpose agreed in a written agreement signed by Buyer and Seller. The Buyer shall have only the Software and firmware rights explicitly granted herein; all other rights remain with the Seller or its licensors (as described in subsection (c) “Third-party owned Software”).

(b) Scope of the license. Except as set out in the following subsection (c) “Third-party owned Software”, the Software and firmware shall be governed by these Terms and Conditions. With the Seller's prior written approval, the Buyer may make a reasonable number of copies of the Software, as necessary, for backup, configuration, installation and restoration of the Products. Also with the Seller's prior written approval, the Buyer may authorise a third-party contractor or service provider to exercise the rights set out in the preceding paragraph solely on behalf and for the benefit of the Buyer. The Buyer may transfer possession of the Software, its media and the firmware to another party only in combination with the transfer of the Products on which the Software and firmware are loaded and only upon the other party's agreement to the terms and conditions of the Contract. Following such transfer, the Buyer shall destroy all copies of the Software and firmware, and the related documentation, in the Buyer's possession and ensure that any third-party supplier or service provider does the same. All licenses and grants under the Contract shall cease immediately once the Buyer ceases to hold or possess the Products. At the Seller's request, the Buyer shall provide the Seller with written notice of such transfer, giving the name, address and contact information of the subsequent Buyer within fifteen (15) days of the transfer.

(c) Third-party owned Software. The Seller's Software and firmware may include certain third-party owned software integrated or incorporated in it or supplied with the Software and firmware (“Third-party owned Software”). Third-party owned Software is included in the term “Software” for the purposes of this Contract. Notwithstanding any other provision to the contrary herein, each respective third-party licensor shall retain all ownership rights and every title to its Third-party owned Software, including all intellectual property rights and ownership rights valid worldwide. The Buyer's use of the Third-party owned Software and firmware shall be governed by these Terms and Conditions and by the respective license terms of the third-party licensor.

(d) Restrictions on use. The Buyer shall not (a) copy, display, transfer, adapt, modify or distribute in any form the Software and firmware, except as set out in the Contract or in the Seller's documentation provided by the Seller to the Buyer with the Software and firmware; (b) decode, disassemble, decompile or otherwise translate the object code of the Software or firmware, unless this is expressly permitted by applicable law without the possibility of contractual waiver; or (c) sublicense or lease the Software and firmware or any copy thereof, except with the transfer of the Products on which the Software and firmware are loaded. Except as provided under the terms of the Seller's standard warranty agreement between Seller and Buyer, if applicable, the Buyer shall not make available to any party, without the prior written consent of the Seller or its authorised agent, the source code for the Software and firmware. The Buyer may not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of the Products, or of any technical information on the Products, to any country for which applicable law requires an export license or other governmental approval, unless the Buyer obtains the appropriate export license and obtains the Seller's written approval.

(e) Maintenance and support. The Seller may offer the Buyer the option to purchase from the Seller annual Software maintenance and support services under the terms and conditions of the Seller's standard maintenance and support contract in force at the time. The Buyer may renew this maintenance period at the Seller's maintenance rates in force at the time. If the Buyer purchases additional Software licenses, the maintenance fees for such licenses shall be prorated to the Buyer's existing maintenance period. In no event shall the Seller be responsible for providing maintenance services during a period in which maintenance coverage has expired.

17. Confidential information

The Buyer shall keep confidential all information provided or made available by the Seller to the Buyer in connection with the subject matter of the Contract. The Buyer may not use such information or disclose it to others without the Seller's prior written consent. The obligations of this article shall not apply to any information that (a) at the time of disclosure was, or subsequently became, generally available to the public through publication or otherwise without any breach by the Buyer of any obligation contemplated herein, (b) the Buyer can demonstrate by written documents was in its possession prior to its disclosure by the Seller, (c) is lawfully made available to the Buyer by law from or through a third party, without such party having any direct or indirect duty of confidentiality towards the Seller in relation to such information, or (d) must be disclosed by the Buyer in the course of any legal proceedings or to any governmental or other regulatory authority or body.

18. Independent contractors

The Seller and the Buyer are independent contractors; the relationship created by this document shall not be considered a principal or agent relationship. No sale, or obligation of either party to a third party, shall in any way bind the other party.

19. Assignment and subcontracting

The Buyer shall not assign its rights or delegate its duties contemplated herein, or any interest relating thereto, to any other person, by operation of law or otherwise, without the Seller's prior written approval. The Seller may, without the need to obtain the Buyer's prior written consent, assign the Contract or subcontract the production of all or part of the Products and/or the performance of all or any part of the Services.

20. Cancellation

In the event of cancellation by the Customer, all costs incurred by the Seller up to that point shall be due, plus a fee for the activities already carried out and planned.

Any deposits paid are non-refundable.

21. Governing law, jurisdiction

(a) Governing law. These Terms and Conditions and the Contract shall be governed by and interpreted in accordance with Italian law. The rights and obligations of the Seller and the Buyer shall not be governed by the rules of the United Nations Convention on Contracts for the International Sale of Goods.

(b) Jurisdiction. The Seller and the Buyer irrevocably submit to the exclusive jurisdiction of the competent courts of Rome, Italy, to resolve any disputes or claims arising from or in relation to the Contract, based on breach of contract, tort or otherwise, except in the case of appeal to the Court of Cassation.

22. Laws

(a) New or amended laws. If the Seller's obligations under the Contract increase due to the approval or amendment, after the date of the Seller's Quote, of any law or ordinance, regulation or statute having the force of law that will affect the performance of the Seller's obligations under the Contract, the price of the Contract and the delivery period shall be modified accordingly and/or performance of the Contract suspended or terminated, as the case may be, as notified by the Seller.

(b) Export and import control laws. The Buyer shall comply, in receiving and using the Products and the Software, with all applicable laws, regulations, orders and requirements on import and export control of the jurisdictions in which the Seller and the Buyer are established and from which the Products and the Software are supplied. The Buyer shall not transfer, release, import or export Products and/or Software in violation of such laws, regulations or other applicable legal requirements. The Buyer shall provide a complete end-user certification in a form satisfactory to the Seller, upon the Seller's request. The Buyer acknowledges that all applicable import/export control and sanctions laws, regulations, orders and requirements, as amended from time to time, including, without limitation, those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which Products, Software, Services and/or related items may be supplied, and the requirements of any licenses, authorisations, general licenses or license exceptions applicable thereto, shall apply to the receipt and use of Products, Software, Services and related items. If the Seller or the Seller's affiliates do not obtain the necessary or advisable licenses, authorisations or approvals, including due to inaction by any relevant governmental authority, or if such licenses, authorisations or approvals are denied or revoked, or in the event of a change in applicable laws, regulations, orders or requirements that would prohibit the Seller or its affiliate from performing the Contract, or that, in the Seller's reasonable judgment, would otherwise expose the Seller or the Seller's affiliate to a risk of liability under such laws, regulations, orders or requirements if the Contract were complied with, the Seller and the Seller's affiliate shall be released without any liability from all obligations under the Contract. In no event may the Buyer use, transfer, release, export or re-export such Products, Software, Services or related items in violation of such applicable laws, regulations, orders or requirements or of the requirements of any license, authorisation or license exception related thereto. In addition, the Seller has put in place policies that prevent distributing its products for use in certain countries under applicable laws and regulations, including, without limitation, the regulations of the United Nations, the United States, the United Kingdom and the European Union. This Contract has been entered into on the basis that the Products are not sold, and will not be resold, made available or in any way used in such countries in violation of the Seller's policies. The Seller reserves the right to refuse support for Products, Software, Services and/or related items that violate this section. Any failure by the Buyer to comply with this provision and with all applicable laws on the import, export, distribution, sale, promotion and marketing of Products, Software, Services and related items shall constitute a default entitling the Seller to immediate termination of this Contract and/or the option to choose not to honour the warranties associated with the Products, Software, Services or related items. The Buyer assumes full responsibility for any civil or criminal liability and costs arising from any violations of such laws and regulations and shall defend, hold harmless and keep the Seller indemnified from and against all penalties, damages, charges, costs and judgments for which the Seller may be held liable. The Buyer represents and warrants that it is not a party included in the lists of specially designated terrorists, specially designated nationals and/or a debarred person or party otherwise appearing on any list maintained by the Office of Foreign Assets Control of the US Department of the Treasury, the Bureau of Industry and Security of the US Department of Commerce, the US Department of State, or the lists of designated parties of the E.U. or the United Kingdom.

(c) Compliance with anti-corruption laws. The Buyer represents and warrants that it has not and will not, directly or through an intermediary, pay, give, promise to give or offer to give anything of value to a government official or representative, a political party official, a candidate for political office, an official or employee of a public international organisation or any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the persons and entities described above for the purpose of inducing such persons to use their influence to help the Seller obtain or retain business or for the benefit of the Seller or any other person in any way, and will not otherwise violate any applicable anti-corruption law, including, without limitation, the US Foreign Corrupt Practices Act, the UK Bribery Act and India's Prevention of Corruption Act, each such law as amended from time to time. Any breach of this obligation shall constitute a material breach of the Contract. Any breach of this section shall be grounds for immediate termination of this Contract. The Buyer shall defend, indemnify and hold harmless the Seller and its affiliates from any claim, damage, liability, cost, fee and expense incurred by the Seller or its affiliates by reason of a breach by the Buyer.

23. Waiver

No waiver by the Seller of any of the provisions of this Contract shall be effective unless explicitly stated in writing and signed by the Seller. Neither the failure nor the delay in exercising any right, remedy, power or privilege arising under these Terms and Conditions by the Seller shall operate or be construed as a waiver thereof; nor shall any single or partial exercise by the Seller of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

24. Entire agreement

The Contract constitutes the entire agreement between Seller and Buyer in relation to its subject matter and supersedes and extinguishes all prior agreements, correspondence, discussions and understandings of the Seller and the Buyer (verbal or written) relating to its subject matter.

25. Legal fees

The Buyer agrees to pay all of the Seller's collection costs and expenses and the expenses and costs of related disputes, including, without limitation, legal fees and costs.

26. Partial invalidity

The invalidity, illegality or unenforceability, in whole or in part, of any provision of these Terms and Conditions shall not affect the validity, legality or enforceability of any other provision of the Contract.

27. Applicability

These Terms and Conditions, as set out herein, are applicable from the date of their publication and until they are amended by the Seller.

28. Headings

The headings contained in these Terms and Conditions are included merely to facilitate reference and do not affect their structure or interpretation.

Onerous clauses — Art. 1341 Italian Civil Code

Pursuant to Article 1341 of the Italian Civil Code, the Buyer confirms that it has read, understood and accepted and expressly accepts the following Clauses of these Terms and Conditions:

2 (Formation of the Contract) 3 (Acceptance of Purchase Orders) 4 (Quote) 8 (Payment Terms) 9 (Excusable Delays and Force Majeure) 10 (Limited Warranty) 11 (Limitations of Remedies and Liability) 12 (Buyer's Responsibilities) 19 (Assignment and Subcontracting) 20 (Cancellation) 21 (Governing Law and Jurisdiction)

Quixxt s.r.l.s — Via Giuseppe Dalla Vedova, 18 - 00176 Roma (RM) — VAT no. IT18384331007 - RM - 1781283 — info@quixxt.com - quixxt@pecsicura.com