Sales Conditions

A) GENERAL SALES CONDITIONS

The general sales conditions contained herein apply indiscriminately for all sales transactions that Itelco Broadcast S.r.l. finalizes with its Customers and are always sent enclosed to the commercial offer. The lack of signing the present conditions will not allow the effectiveness of any Order.

B) ORDERS

1. Orders placed by Customers must always be sent in writing. Any Order that may have been placed verbally, also by telephone, must always be followed by written confirmation of the Order itself. Orders shall be considered also the "Quotation" forms, sent by Itelco Broadcast S.r.l. sales offices and duly signed by the Customer, without carrying any modification or correction to the original sent. If the Customer modifies any part of the original "Quotation" (i.e. delivery terms or place, price and payment terms, number or product and service type, etc), the modified signed form will correspond to a new Order which shall be subject to acceptance by Itelco Broadcast S.r.l. with submission of an Order confirmation as specified hereinafter.

2. Orders received by Itelco Broadcast S.r.l. and signed by the Customer shall be considered accepted if, within 30 days from their receipt, Itelco Broadcast S.r.l. expresses its consent to the Customer. The deadline of 30 days is accepted by the Customer sending the Order, is also binding by agreement between the parties and is required by Itelco Broadcast S.r.l. for checking the compliance of the Order with the opportunity to supply the products and/or services specifically requested by the Customer.

3. Orders received by Itelco Broadcast S.r.l. shall, in any case, be considered confirmed and accepted only within the specific limits of its official price list terms. Any change to prices, warranty or contract terms, must be countersigned in a special clause by Itelco Broadcast S.r.l. Itelco Broadcast S.r.l. may, within 30 days of sending written confirmation to the Customer, cancel the Order without any penalty, compensation or obligation of any kind to the Customer, notwithstanding the return of any deposit paid but without any additional interest.

4. Whereas Itelco Broadcast S.r.l. does not have complete availability of the ordered products within the agreed execution terms, it reserves the right to proceed with partial implementation since this is henceforth considered to be of common interest for the contracting parties. The corresponding price, as quantified by the price list in force, is accepted by the Customer and shall be reduced of 10% considered congruent by the parties, provided that the result of said calculation is not higher compared to the original price of the Order.

5. Whatever addition, footnote, attachment, etc. to the Order will be void if not expressly countersigned by Itelco Broadcast S.r.l.

6. It is not permitted to add new material to be delivered requested by a Customer relevant to an Order already placed and confirmed by Itelco Broadcast S.r.l. The Customer can at any time place a new Order pursuant to the first paragraph, which will be treated separately from the previous order, even if it is teleologically or practically connected to the same order.

7. Whereas the delivery of the products and/or the effective provision of the service included in the Order is not possible according to the agreed terms due to act and fault of the Customer, he must cover the increased costs quantified by Itelco Broadcast S.r.l. upon submission of the documentation certifying the cost increase, plus 10% as agreed penalty. Should the delivery and/or the service be refused or made permanently impossible by the Customer to Itelco Broadcast S.r.l., the latter can cancel the Order ad nutum by notifying the Customer in writing, withholding the full amount of any deposit paid. The parties agree on a further payment obligation, still as a penalty, by the Customer to Itelco Broadcast S.r.l. in the amount of 20% on the undeliverable price.

8. Whereas the delivery of the products and/or the effective provision of the service included in the Order are not made, even partially, by Itelco Broadcast S.r.l., or are made with a delay of over 90 days with respect to the agreed date, the Customer may cancel the Order ad nutum by notifying Itelco Broadcast S.r.l. in writing. Itelco Broadcast S.r.l. must refund any deposit collected and compensate the Customer for the damage previously quantified in the amount of 3% of the Order price. All above applies with the exclusion of force majeure cases or unforeseeable circumstances, including strikes, wars, fires or natural disasters, which exempt Itelco Broadcast S.r.l. from all responsibility. In case of lack of Customer written notice, no compensation shall be due by Itelco Broadcast S.r.l. in the event of a delay of less than 90 days in implementing the Order with respect to the agreed date, and the cancellation of the existing Order by the Customer is not permitted.

9. Changes to the Customer's company name, its liquidation or bankruptcy, the definitive sentencing suffered by the Customer in relation to crimes against property or the Public Administration, as well as failure to pay deposits or any other down payments agreed upon, give Itelco Broadcast S.r.l. the right to suspend the Order for a maximum of 60 days. This period is given to the Customer for providing suitable guarantees of fulfillment to be freely evaluated by Itelco Broadcast S.r.l. Itelco Broadcast S.r.l. has the unquestionable power to cancel the Order, upon written notification to the Customer, withholding any deposit paid.

C) PRICES

Except as required by the provisions set forth at paragraph B3) above, the prices of the Orders are those, expressed in Euro, relevant to the official price list in force when the Order is placed. For Orders received by foreign customers expressed in different currencies and not in Euro, Itelco Broadcast S.r.l. reserves the right to state the chosen payment currency on the order confirmation with reference to the delivery date.

D) PAYMENT CONDITIONS

1. The payment shall be provided directly to the address of Itelco Broadcast S.r.l. in the form and according to the terms agreed. Except as different expressed agreement countersigned by Itelco Broadcast S.r.l., the Customer shall not pay the due Order price directly to agents or employees of Itelco Broadcast S.r.l. outside the registered office: Via Dell'Innovazione n. 2, CP 05018 Orvieto – Terni – Italy. Whatever amount paid to agents will not be considered price obligation fulfillment towards Itelco Broadcast S.r.l., who will deny its professional performance up to effective receipt of payment in its favor.

2. In the event of delayed payment by the Customer, the latter is obliged to pay Itelco Broadcast S.r.l. statutory interests calculated according to the provisions of Legislative Decree of the Italian Government, 9th October 2002 no. 231, from the invoice expiry date.

3. In the event the agreements made envisage delayed and deferred payments, either fully or partially, relevant to the delivery of the products, the Customer is obliged to provide a suitable guarantee for its fulfillment towards Itelco Broadcast S.r.l. issued by a bank or insurance upon the first request thereof, covering the full amount overdue. Failing to provide the aforementioned guarantee authorizes Itelco Broadcast S.r.l. to cancel the Order and withhold the deposit in terms of penalty.

E) WARRANTY

1. The products sold by Itelco Broadcast S.r.l. are covered by a 24-month warranty from the shipping date from Itelco Broadcast S.r.l. premises. This warranty covers both the customer and any subsequent purchasers of the product, as long as it is kept in excellent conditions and according to Itelco Broadcast S.r.l. maintenance specifications, and covers all types of faults due to defective parts on the product itself. For Itelco Broadcast S.r.l. warranty coverage, it is mandatory that Customer registers the product through: www.itelco-electrosys.com/product-registration/

2. The Customer expressly accepts Itelco Broadcast S.r.l. warranty exclusion of any faults caused by electric shocks, incorrect power supply voltages, negligence, carelessness or lack of skill of the Customer, repairs, maintenance or checks performed by unauthorized staff, installation or replacement of original parts with parts, systems or spare parts not supplied directly by Itelco Broadcast S.r.l. or by its authorized distributors, use of products other than the one envisaged and any action or fact attributed to third parties who have availability of the products, with or without Customer's awareness thereof, after the latter received supply of the products.

3. The Customer is responsible for the installation (if not purchased as additional service with the product), maintenance and inspection of the products, as well as checking that the climatic and environmental conditions in which the products are placed for being used are suitable and do not compromise operation, according to Itelco Broadcast S.r.l. instruction manual delivered along with the purchased product. Should the Customer fail to comply with the specifications contained in the instruction manual and with the minimum required care by normal users of the equipment, the warranty granted by Itelco Broadcast S.r.l. shall be void and the Customer takes full responsibility for the risks and any damages suffered by the products. Upon signature of the present General Sales Conditions, the Customer confirms receipt of the aforementioned instruction manual as well as understanding of all its parts.

4. The warranty does not apply to damages suffered by the products due to fires, floods or other natural disasters, wars, revolts, and in all those cases where the products are object of a crime.

5. The warranty also does not apply to damages suffered by the products after their handover by Itelco Broadcast S.r.l. to the appointed carrier. The Customer is responsible for any risk connected with transport and handling, whose time-frames, costs and methods are chosen and covered by the Customer himself.

6. Maintenance and replacement of any defective parts of the products shall be performed according to this warranty provision exclusively by: a) Engineers operating within Itelco Broadcast S.r.l. after-sales service; b) Itelco Broadcast S.r.l. qualified Centers of Excellence. The complete list can be found at www.itelco.com/

7. Should the Customer encounter a fault while the warranty is in force, he must send immediate written notification to Itelco Broadcast S.r.l. and return the product to Itelco Broadcast S.r.l. premises or to the nearest Itelco Broadcast S.r.l. qualified center at its own expenses. In case of return to headquarter facility, Itelco Broadcast S.r.l. will restore the failed product free of charge within 45 days. In case of return to a qualified repair center, Itelco Broadcast S.r.l. will refund the repair cost based on a fixed price list, agreed upon in advance with the Customer. Should the product purchased by the Customer fall within the category of "reduced mobility" products (weight over 50 kg), the maintenance or replacement of the defective part will take place in the site where the equipment is located by an engineer from the nearest Itelco Broadcast S.r.l. qualified center.

8. Limited only to the new parts, replacing the defective ones on the product having a 60-month warranty, Itelco Broadcast S.r.l. applies a new 12-month warranty starting from the replacement date, provided that the replacement is performed by Itelco Broadcast S.r.l. or by an Itelco Broadcast S.r.l. Center of Excellence as specified in above paragraphs 6 and 7. On the other parts, the original 60-month warranty will endure without interruption and will apply up to its natural validity. Whereas the replacement is not performed by Itelco Broadcast S.r.l. or by an Itelco Broadcast S.r.l. Center of Excellence, no warranty applies for the Customer, neither on the failures found nor to all other parts of the product. Each Itelco Broadcast S.r.l. product is original in all its parts and its operation is perfectly balanced by their interaction. If not performed by the persons specified in above paragraph 6, the replacement or maintenance of just one part can compromise the correct operation of the product and, therefore, shall void the warranty released by Itelco Broadcast S.r.l.

9. Whereas the Customer applies for replacement after warranty expiration, Itelco Broadcast S.r.l. will release a new 12-month warranty limited only to the specific failed part, provided that the replacement is performed as set forth in above paragraph 8. The Customer shall provide due prepayment to Itelco Broadcast S.r.l. for the service and the due amount shall be agreed between the parties.

10. Whereas the replaced part fails within the new 12-month warranty period, said warranty does not apply where the failure derives from fault of other parts no longer covered by warranty or of parts, recommended in advance by Itelco Broadcast S.r.l., to be replaced but not authorized by the Customer.

11. The products sold by Itelco Broadcast S.r.l. to the Customer are leading in the broadcast field and, periodically, they are replaced by new products aimed to constantly introduce peculiar improvements originating from the technological evolutions in telecommunication field. Therefore, the spare parts are subject to obsolescence and Itelco Broadcast S.r.l. is able to grant its Customers the supply of spare parts, compatible with the purchased product, for a maximum of 60 months from the purchase itself. Said term is conventionally agreed and expressly accepted by the Customer.

12. Whereas the Order refers to "Used" material, such products are not covered by warranty and, aware of this, the Customer accepts this lack of warranty coverage. The parties conventionally accept to include as "Used" material also refurbished products and parts, i.e those products and parts collected on the market and later refurbished by Itelco Broadcast S.r.l.

13. It is understood that Itelco Broadcast S.r.l. warranty does not apply on "consumable" parts such as air filters, cooling liquid, fans and cooling liquid filters, that by their nature do not have a lifetime as long as the aforementioned warranty period. It is understood as well that Itelco Broadcast S.r.l. warranty does not apply to so-called "commercial" parts such as tubes, cavity trolleys, blowers, heat exchangers and pumps, on which the original manufacturer warranty applies.

14. The 60-month warranty duration does not apply to transmitters with IOT technology, for which the warranty duration shall be treated case by case and agreed in writing by the parties.

F) LIMITATION AND EXCLUSION OF LIABILITY

The Customer acknowledges having been informed in advance by Itelco Broadcast S.r.l. of all the safety regulations relevant to the use of the purchased products and to the consequent health damage implications, environmental pollution, etc. Therefore, the Customer declares to indemnify and relieve Itelco Broadcast S.r.l. from any requests for compensation for damages caused to third parties, including employees, by the incorrect use of the purchased products.

G) CONFIDENTIALITY OBLIGATIONS

The products, services, software, licenses, trademarks, commercial information and strategies, product know-how, copyright and other intellectual property rights, as well as all the confidential information contained in the documentation supplied along with the products, their parts, or of which the Customer may be made aware upon finalizing the agreement with Itelco Broadcast S.r.l., remain the exclusive property of Itelco Broadcast S.r.l. All the parts and materials used, the assembly techniques, instruction manuals, warranties and everything envisaged by these clauses are considered an industrial secret and as such are protected primarily by Italian Law and by relevant EU Law, as well as being guaranteed by International Agreements in force upon finalization date of the contract. The Customer is responsible not only for its own improper use of the above information and rights, but also for the use thereof by third parties following lack of proper conservation in its premises and lack of protection thereof by the Customer. Such practice generates responsibility of the Customer towards Itelco Broadcast S.r.l. for any damage suffered by the latter that can be ascribed to such omissions.

H) REFERENCE REGULATIONS

This relationship is governed by Italian regulations and, for what not expressly envisaged by the agreement, the regulations of the Italian Civil Code apply. Both parties agree to irrevocably subject to Italian jurisdiction, waiving any future exception to this paragraph.

I) COMPETENT COURT

For any legal dispute resulting from the agreement, the parties mutually agree that the Court of Terni – Italy shall have exclusive jurisdiction. This established derogation to the territorial competency is justified, according to the common understanding of the parties, by the need to safeguard the principle of reasonable duration of the trial, particularly simplified by the possibility of faster and cheaper access by the court-appointed experts or consultants to the production chain of Itelco Broadcast S.r.l. products located at its registered office in Orvieto (Terni).

J) PRIVACY

The Customer expressly authorizes Itelco Broadcast S.r.l. to collect, use and process his personal data, as provided in the Order, pursuant to Legislative Decree of the Italian Government no. 196 of 30 June 2003 and subsequent amendments.