GENERAL CONDITIONS OF SALE

1 DEFINITIONS & SCOPE OF APPLICATION

The sale of goods by Valsovi is governed by these general conditions of sale (“General Conditions”).

The terms used in these General Conditions have the following meanings:

Valsovi is the company Valsovi S.r.l., with headquarters in via Sacro Cuore 7, 06010, Citerna fraz. Pistrino (PG), tel. 0039 3386321583, www.valsovi.com, e-mail info@valsovi.com, certified mail email valsovi@pec.it, C.f. and P.I. 03774170546;

Customer is the natural person, company or in any case the person interested in purchasing goods and/or services from Valsovi;

Offer is the document prepared by Valsovi to which these General Conditions are attached and which indicates the list of goods supplied by Valsovi to the Customer as well as the relative price;

Contract is the document that includes the offer, these General Conditions, the acceptance of the offer as well as any other attachment signed by Microgeo and the Customer;

Supply is the set of goods indicated in the Offer;

Price is the price of the Supply as identified in the Offer, payment of which must be paid in accordance with the provisions of these General Conditions.

2 VALIDITY OF THE OFFER AND ACCEPTANCE OF THE ORDER/CONTRACT

The Offer is valid for 10 days starting from the date on which it is sent to the Customer by Valsovi. The purchase order, following the signing of this offer or in another form (Pursuant to Article 1326 of the Civil Code) has the value of a contractual proposal (order proposal). This order, even if taken by agents or employees of the Seller, does not bind the Seller until the latter has accepted it in writing by fax or e-mail. The order proposal is in any case deemed accepted even in the absence of communication from the Seller within 5 working days from receipt of the order proposal itself, unless the Parties have set a different deadline. Following acceptance by the Seller, via order confirmation or upon expiry of 5 working days following receipt of the order proposal, the contract is considered accepted by both parties.

3 PAYMENT

The Price will be paid by the Customer to Valsovi, unless otherwise specified below in the "Payment term" field, in the following ways and under the following terms:

▪ within the deadline established in the order confirmation by bank transfer to the coordinates indicated by Valsovi; INTESA SAN PAOLO IBAN code: IT 85C0306971522100000000656The terms used in these General Conditions have the following meanings:

Valsovi is the company Valsovi S.r.l., with headquarters in via Sacro Cuore 7, 06010, Citerna fraz. Pistrino (PG), tel. 0039 3386321583, www.valsovi.com, e-mail info@valsovi.com, certified mail email valsovi@pec.it, C.f. and P.I. 03774170546;

Customer is the natural person, company or in any case the person interested in purchasing goods and/or services from Valsovi;

Offer is the document prepared by Valsovi to which these General Conditions are attached and which indicates the list of goods supplied by Valsovi to the Customer as well as the relative price;

Contract is the document that includes the offer, these General Conditions, the acceptance of the offer as well as any other attachment signed by Microgeo and the Customer;

Supply is the set of goods indicated in the Offer;

Price is the price of the Supply as identified in the Offer, payment of which must be paid in accordance with the provisions of these General Conditions.

2 VALIDITY OF THE OFFER AND ACCEPTANCE OF THE ORDER/CONTRACT

The Offer is valid for 10 days starting from the date on which it is sent to the Customer by Valsovi. The purchase order, following the signing of this offer or in another form (Pursuant to Article 1326 of the Civil Code) has the value of a contractual proposal (order proposal). This order, even if taken by agents or employees of the Seller, does not bind the Seller until the latter has accepted it in writing by fax or e-mail. The order proposal is in any case deemed accepted even in the absence of communication from the Seller within 5 working days from receipt of the order proposal itself, unless the Parties have set a different deadline. Following acceptance by the Seller, via order confirmation or upon expiry of 5 working days following receipt of the order proposal, the contract is considered accepted by both parties.

3 PAYMENT

The Price will be paid by the Customer to Valsovi, unless otherwise specified below in the "Payment term" field, in the following ways and under the following terms:

▪ within the deadline established in the order confirmation by bank transfer to the coordinates indicated by Valsovi; INTESA SAN PAOLO IBAN code: IT 85C0306971522100000000656

4 DELIVERY

The Supply will be delivered within 30 days of receipt of the deposit as defined in art.3, unless otherwise agreed and signed by both parties. In the event that some of the goods included in the Supply are not available at the time of acceptance of the offer but must be put into production, the relevant delivery will be linked to the timing of the supplier company which Valsovi will inform the Customer about, with express recognition by the latter that any delay with respect to the date indicated for reasons not attributable to Valsovi must be tolerated without being able to advance any type of dispute and/or claim against Valsovi. The delivery term is therefore indicative and should not be considered exhaustive. If Valsovi expects not to be able to deliver the Supply by the agreed delivery date, it must promptly notify the Customer in writing indicating, where possible, the expected delivery date.

5 SHIPPING

The costs relating to the shipment of the Supply will be borne by the Customer, unless otherwise communicated. Upon completion of delivery, the risks relating to the custody and/or loss and/or damage of the Supply will be transferred to the Customer. Any delay due to causes of force majeure to acts or omissions of the Customer and/or the supplier company is not considered attributable to Valsovi.

6 TESTING

Valsovi and the Customer agree that the testing of the Supply will be carried out at the time of delivery in the cross-examination of the parties following which a specific report will be drawn up, even if the calibration will be carried out ONLINE by our technicians. Said report, signed by the Customer, will be considered as immediate approval for the testing and will mean that the Supply is complete in all its parts and in perfect working order and as such recognized and accepted by the Customer.

7 RETENTION OF DOMAIN AGREEMENT

Pursuant to art. 1523 c.c. this sale is carried out with retention of title in favor of Valsovi. The buyer will acquire ownership of the Supply once the last payment required by these General Conditions has been made.

8 VICE

The Customer expressly renounces the guarantee for defects referred to in the articles. 1490 et seq. of the civil code.

9 WARRANTY

Valsovi guarantees the Customer full ownership of the Supply and that there are no constraints, real or personal guarantees or third party rights on it. Valsovi does not guarantee the compliance of the Supply with particular specifications or technical characteristics or their suitability for particular uses except to the extent that such characteristics have been expressly agreed in the Contract or in documents referred to therein.

10 GOOD OPERATION

Valsovi guarantees the proper functioning of the Supply for a period of 12 (twelve) months from delivery. Valsovi undertakes, at its own discretion, to replace or repair any goods of the Supply and/or the related components if, within the aforementioned period, faults or malfunctions are found. Repair or replacement costs will be borne by Valsovi. For the warranty to be valid, the Customer must report the malfunction or failure within 30 (thirty) days of discovery by registered mail. or PEC. It is understood that the correct functioning action will be prescribed within 6 (six) months from the discovery of the malfunction or failure. This warranty does not cover faults and malfunctions caused by the Customer as a result of negligence and/or non-compliant use of the Supply, or caused by repairs, replacement of components, maintenance carried out by parties not authorized by Valsovi. It is understood that the aforementioned guarantee (consisting of the obligation to repair or replace any goods of the supply and/or its components) is absorbent and replaces the guarantees or responsibilities provided for by law and excludes any other liability of Valsovi (both contractual and non-contractual) however originating from the Supply.

11 VAT

22% paid by the buyer according to current provisions.

12 RESOLUTION

Failure to pay the fee by the Customer according to the methods set out in the previous art. 3 will give Valsovi the right to terminate the Contract, subject to a warning to comply within 15 (fifteen) days. In this case, Valsovi reserves the right to request any compensation for damage.

13 CHANGES

Any modification to the Contract and these General Conditions must be agreed in writing by Valsovi and the Customer.

14 COMMUNICATIONS

Communications to the parties must be made to the following addresses:

▪ For Valsovi: via Sacro Cuore 7, 06010 Citerna hamlet. Istrino (PG) email info@valsovi.com pec valsovi@pec.it

▪ For the Customer:

Site _________________________________________________

email _________________________________________________

pec ___________________________________________________

15 TOLERANCE

Any tolerance by Valsovi to behavior carried out by the Customer in violation of the provisions contained in the Contract and in these General Conditions will not constitute a waiver of the rights deriving from the violated provisions, nor of the right to demand the exact fulfillment of all the terms and all the conditions foreseen.

16 PRIVACY

Valsovi and the Customer, for the purposes of the legislation on the confidentiality of personal data, mutually give their consent to the processing of their personal data, solely for the purpose of executing this contract.

17 APPLICABLE LAW AND JURISDICTION

The Contract and the General Conditions are governed by Italian law.

For any dispute arising from the interpretation and/or execution of the Contract and/or the General Conditions, the Court of Perugia will have exclusive jurisdiction.