General terms and conditions

GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES

A) GENERALITY

  1. Scope of Application

These General Terms and Conditions of Purchase (hereinafter the “General Terms and Conditions”) shall apply to all supplies of a Good(s) (as defined below) or the provision of a Service(s) (as defined below) made by your company (hereinafter the “Supplier”) in favour of River Spa (as defined below), in fulfilment of contracts, in whatever form entered into between your company and River Spa, such as, for example, by contract with simultaneous signature of the Parties (as defined below) or by exchange of correspondence (“Contract(s)”) or by confirmation – whether express or by conclusive facts – of purchase orders (hereinafter “Order(s)”). The General Terms and Conditions may be supplemented or amended by specific provisions of the Order(s) or Contract(s), it being understood that although the latter shall prevail over the content of the General Terms and Conditions, the effectiveness of such supplements or amendments shall be limited to the specific Order(s) or Contract(s).

The Supplier consequently waives the application of any of its own general and particular conditions of sale, which shall therefore be deemed to be ineffective between the Parties.

2 Definitions and Interpretation

Definitions

In the context of these General Conditions the following terms shall have the meanings respectively assigned to each of them below:

(1) “Affiliate(s)” shall mean any legal person/entity directly or indirectly controlling or under common control with such legal person/entity;

(2) “Good(s)” shall mean any materials, machinery, products or any movable property that are the subject of the specific supply, as expressly set out in the Orders or the Contracts;

(3) “Control” means (i) in the case of a corporation, ownership of more than 50% of the voting stock of such corporation or, in the case of any other entity, ownership of a majority of the exercisable voting power of such entity or (ii) the power of a natural person or legal entity alone, or jointly with one or more persons or entities, directly or indirectly, to exercise a dominant influence over the management of the subsidiary, whether by virtue of its ownership interest in the capital stock or by virtue of contractual or other arrangements. The terms “Parent” and “Subsidiary” shall have the same corresponding meaning;

(4) “Public Official” shall mean any appointed, elected or honorary official or any employee of any national, regional or local government or any public international body or of any political party, party official or candidate in any country (including any natural person entrusted with an executive office, legislative, judicial or administrative office, whether elective or appointive, or of any public international body, including the United Nations or the World Bank, or any natural person holding any office or office, or representing, any such government, public enterprise or state-owned company);

(5) the term “Government” shall mean any organ, agency, department, embassy or other governmental body or public international organisation. The term also includes any government-owned or government-controlled company or other entity; (6) “Security Incident” shall mean any security-related event or series of events that compromises or may compromise River Spa’s assets and/or technological environment and/or the Goods and Services provided, to varying degrees of severity, in terms of the confidentiality, integrity and/or availability of the Confidential Information; (7) “Confidential Information” shall mean, collectively (i) Technical Information and Technical Specifications, (ii) any other information, commercial or otherwise, other than Technical Information and Technical Specifications, relating to River Spa, its materials, products, processes services and activities, provided, in whatever form by and/or on behalf of River Spa to the Supplier and/or of which the Supplier becomes aware in connection with the performance of the Contracts, (iii) the Results and (iv) any notes, studies or other documents prepared by the Supplier which contain or otherwise reflect the Technical Information and/or Technical Specifications, the information referred to in clause (ii) and the Results;

(8) “Technical Information” shall mean any type of technical information, not in the public domain, including, by way of example, drawings, technical and/or functional specifications, tables, models, samples, prototypes, methodologies, measurement instruments, databases, software, films, digital videos, photographs provided, in any form, by and/or on behalf of River Spa to the Supplier and/or of which the Supplier has become aware in the production of the Goods or the provision of the Service

(9) “Anti-Corruption Laws” shall mean any and all laws applicable to the Supplier and/or River Spa, and/or to the performance of their obligations under the Orders and the Contracts, that are in force in relation to anti-corruption matters, including laws of any order and degree, regulations, administrative measures, policies and procedures issued by any competent authority; (10) “Parties” shall mean River Spa and the Supplier

(11) “River Spa” shall mean the company River Spa entered into the Order(s) or Contract(s) with the Supplier

(12) “Results” shall mean all inventions, knowledge, data, information of any kind, method, specification, know-how, software, photographic or filmed images, solutions, deliverables conceived, implemented or developed by the Supplier in performance of the Order(s) or Contract(s)

(13) “Service(s)” shall mean the activities and services, also of an intellectual nature, provided by the Supplier to River Spa and/or the works whose implementation is entrusted to the Supplier by River Spa; (14) “Technical Specifications” shall mean the drawings and the technical and/or functional characteristics that the Goods or Service shall satisfy.

Interpretation

The headings of individual paragraphs are inserted for convenience only and shall not affect the interpretation of these General Conditions.

The term “including” or any variation thereof shall have the meaning of “including, without limitation” and shall not be construed as limiting a general statement referring to a specific item or matter immediately following such term.

Any reference to a rule or provision of law (including any applicable law, regulation, directive, treaty) is a reference to it as amended, extended or referred to from time to time.

3 Acceptance of Orders

The Order(s) shall become binding and irrevocable on River Spa from the time the order confirmation duly signed by the Supplier for acceptance is received by River Spa. River Spa may revoke the Order(s) if the Supplier does not return the order confirmation to River Spa duly countersigned for acceptance of all conditions within 15 (fifteen) days of receipt of the Order. River Spa may refuse the supply until the Supplier has returned the Order confirmation duly countersigned as indicated above.

By accepting the Order, the Supplier undertakes to supply the Goods and/or Service in compliance with the Technical Specifications referred to therein.

Before commencing the supply of the Goods or the provision of the Service, the Supplier shall report any need for variation from the requirements of the Technical Specifications. In this case, supplies and/or Services may commence only after written acceptance by River Spa of the variations proposed by the Supplier.

4 Inexcusability of Contracts and Credits – Prohibition of Warrant for Collection – Bank Domiciliation

The Contract(s), the Order(s) and the receivables arising therefrom are not assignable by the Supplier, nor is it possible to issue mandates for their collection; any amendment or addition to the Contract(s) and Order(s) shall be in writing under penalty of nullity and shall be limited to the particular case for which it is agreed. The Supplier expressly acknowledges that any payment in its favour may only be made to the bank account established by it in Italy.

5 Applicable law and place of jurisdiction

Orders and Contracts are governed in all respects by Italian law. The Court of Milan shall have exclusive jurisdiction.

6 Information Security

The Supplier undertakes to adopt appropriate technical and organisational security measures, based on current industry standards, to safeguard Confidential Information and the Goods and/or Services supplied to River Spa.

River Spa shall be entitled to notify the Supplier, which it hereby undertakes to adopt, of any conditions or security measures it deems necessary. River Spa shall be entitled to verify at any time, directly or through third parties, the correct performance by the Supplier of all the obligations undertaken under this contract. The Supplier warrants to River Spa that its representatives, exponents, employees and collaborators have received appropriate information on the processing of personal data for the purposes related to the performance of the activities covered by the contractual relationship and that their personal data may be lawfully used by River Spa for such purposes, under the terms indicated above.

7 Obligations and Responsibilities of the Supplier

During the performance of the Services, the Supplier undertakes to scrupulously comply with all laws and regulations applicable to the performance of the Service(s) entrusted.

8. Prohibition of sub-supplying and subcontracting

Unless previously authorised in writing by River Spa, the Supplier is expressly prohibited from subcontracting to third parties, even partially, the manufacture of the Good(s) and/or provision of the Service(s) covered by the Order(s) or Contract(s). If River Spa authorises subcontracting, the Supplier shall ensure (thereby also guaranteeing compliance pursuant to Article 1381 of the Italian Civil Code) that the subcontractor(s) comply with all the provisions of these General Terms and Conditions.

9. Force Majeure

Non-fulfilment of the obligations assumed in the Order(s) and Contract(s) shall not constitute non-fulfilment of the obligations of either Party that is prevented by objective circumstances that are unforeseeable and beyond its control. Events of force majeure shall in this respect be deemed to be wars, fires, floods, general strikes, lockouts, embargoes and orders of public authorities not directly or indirectly resulting from a breach by the Supplier of its contractual obligations. A Party that is prevented from performing its obligations by an event of force majeure shall immediately notify the other Party and shall take all reasonable measures to overcome such impediment and continue the performance of its contractual obligations.

10. River Spa Supplier Code of Conduct

The Supplier declares that it has read and understood the River Spa Suppliers Code of Conduct, which sets forth the principles by which River Spa conducts its business and relationships with third parties.

In light of the above, the Supplier undertakes, in relation to the performance of each Contract(s) and/or Order(s) to manage its business in compliance with the River Spa Suppliers Code of Conduct.

River Spa is entitled to verify, throughout the duration of the Contract, directly or through third parties, the Supplier’s compliance with River Spa Suppliers Code of Conduct, subject to confidentiality and reasonable notice.

If the Supplier breaches the obligations set out in River Spa Supplier Code of Conduct, or refuses to implement an action plan requested by River Spa, or fails to implement an action plan agreed with River Spa in relation to the River Spa Supplier Code of Conduct, River Spa may suspend performance of the Contract and/or Order with immediate effect, without prejudice to its right to terminate the Contract(s) and/or Order(s) pursuant to article 6.2 and exercise any remedy provided by law.

11. Compliance with Anti-Corruption Laws

In connection with the Order(s) and/or Contract(s) and during the performance thereof, the Supplier

1. (i) undertakes to comply with the “Anti-Corruption Laws”;

2. (ii) undertakes to comply with the Anti-Bribery Laws in the performance of the activity aimed at obtaining all licences, authorisations and permits required by any competent authority in relation to the Order(s) and Contract(s);

3. (iii) undertakes not to violate or permit, authorise or condone any violation of the Anti-Bribery Laws

4. (iv) agree not to make any payment or offer, give or promise – directly or indirectly – any money or other benefit to any person or entity listed below for the purpose of facilitating River Spa in obtaining or retaining any advantage in its business activities, to procure any advantage to River Spa or any person or entity in connection with the Order(s) and Contract(s) or to influence the content of any act or decision of any official, governmental body, public entity

1. (a) Public Officials. It is clarified that a person does not cease to be a public official even if he/she acts in a private capacity or by acting without any compensation; or

2. (b) Political parties or party officials;

3. (c) Any person, knowing that all or any part of any money or other benefit will be offered, given or promised – directly or indirectly – to any of the persons or organisations identified above.

(v) Declares and warrants that, to the best of his or her knowledge, the Supplier, his or her directors and senior managers and the directors and senior managers of those who control him or her have not been convicted or found guilty by a judgement which is no longer open to appeal, or a judgement has been entered against them on application for a penalty on request, of the offences of bribery or fraud;

(vi) declares and warrants that, on the basis of the information currently available to it, neither the Supplier, nor its directors and senior executives, nor the directors and senior executives of those in control of it have been declared by a government or public authority, including supranational or judicial authorities, to be disqualified, suspended or proposed for suspension or debarment, or otherwise not eligible to participate in public tenders

(vii) Declares and warrants that he/she has not offered to pay, has not paid and will not pay, to any natural or legal person on behalf of River Spa any gratuity for political purposes;

(viii) agrees to maintain, in a clear, correct and truthful manner, all accounting records and entries of expenditures and receipts made in connection with the Order(s) and Contract(s), including records of payments made to third parties in connection with the Order(s) and Contract(s), supported by itemized invoices in accordance with generally accepted accounting principles. In addition, Supplier shall make the above documentation available in the event of an audit request by, or on behalf of, River Spa, upon fifteen (15) days prior written notice by River Spa. Verification activities shall be conducted during business hours, at Supplier’s headquarters, which will provide all reasonable assistance in reviewing and making copies of such information. River Spa shall consider the information it becomes aware of during the verification activities as “Confidential Information” in fulfilment of the provisions of Article 2.1 of the General Conditions.

The Supplier shall ensure that its parent companies, subsidiaries, companies under common control, as well as its and their directors, senior managers, consultants, representatives, employees and agents comply with the provisions of paragraphs (i) to (iv) of this Article 1.14.

The Supplier acknowledges that, in the event of breach by it of any of the undertakings and warranties provided for in this article 1.14, River Spa may suspend with immediate effect the performance of its obligations, without prejudice to its right to terminate the Order(s) and Contract(s) pursuant to article 6.The Supplier agrees to indemnify and hold River Spa and its representatives harmless from any loss, claim, cost or expense (including legal fees) of River Spa or its representatives arising out of or in connection with any breach of its obligations and/or breach of the warranties provided for in this article 1.14 and/or any breach of the Anti-Corruption Laws by the Supplier, any of its parent companies, subsidiaries, jointly controlled companies, its or their directors, senior managers, representatives, employees and agents.

12. Compliance with the REACH Regulation

If the Supplier is a supplier within the meaning of Article 3, no. 32 of the REACH Regulation (Regulation (EC) 1907/2006), it shall be responsible for fulfilling its obligations with regard to the delivery of the goods. In particular, in all cases provided for in Article 31, paragraphs 1 to 3 of the REACH Regulation, he shall provide the Purchaser with a Safety Data Sheet prepared in accordance with Article 31 of the REACH Regulation in the language of the receiving country and fulfil the information obligation under Article 32 of the REACH Regulation for materials, both individually and in mixtures, for which a safety data sheet is not required.

The Supplier shall ensure that all substances contained in the goods are actually registered in accordance with the applicable requirements of the REACH Regulation for the applications indicated by the Purchaser, unless they are exempt from the registration requirement, and that they possess the necessary authorisations. The above requirement shall apply, as the case may be, to substances released from products pursuant to Article 7 of the REACH Regulation.

The Supplier must immediately notify the Purchaser if the input of an article supplied by the Supplier contains a substance in a concentration above 0.1% by weight (w/w) that falls under the criteria of Articles 57 and 59 of the REACH Regulation or is listed in Annex XIV of the REACH Regulation. The same obligations apply to packaging materials.

13. Environment, health and safety

In fulfilment of the obligations undertaken under these general conditions, the Supplier undertakes to take the necessary and appropriate actions and precautions to prevent damage to persons, property and/or the environment, and thus to comply with the applicable environmental, health and safety regulations in force in the workplace.

The Supplier shall not introduce dangerous, harmful and/or radioactive products into the Site of Manufacture nor into the Place of Performance of the Services, unless this is strictly necessary for the manufacture of the Goods and/or the performance of the Services and the Company gives its express written authorisation to do so (which authorisation shall only be deemed validly issued following and on the basis of correct and complete information provided by the Supplier). In any event, the costs incurred for the compulsory or appropriate evacuation and treatment of such products, as well as any damage resulting from such introduction, evacuation or treatment, including any personal injury, shall be borne entirely by the Supplier. If the Supplier is permitted to bring hazardous products to the Site of Manufacture and/or the Site of Performance of the Services, the Supplier shall (i) handle and store them in accordance with Applicable Laws, and (ii) take all measures to prevent contamination or pollution of the Site of Manufacture and/or the Site of Performance of the Services and injury to persons working at the said site. All waste, including hazardous and/or radioactive products generated or brought in by the Supplier, shall be disposed of, treated, improved, reused and/or removed by the Supplier in accordance with Applicable Law and applicable internal rules, at the Supplier’s sole cost and risk. In the event that the Supplier fails to fulfil this obligation in a timely manner, the Company may do so on its own initiative, charging the relevant charges to the Supplier, which shall be obliged to reimburse them upon request, upon presentation of the relevant supporting documents. This right shall not prejudice the Company’s right to suspend payment of the supply until the above-mentioned activity has been completed.

Without prejudice to the obligation to deliver the documentation referred to in the preceding paragraph, the Supplier shall, if requested, also provide the Company with information on the chemical substances contained in the Goods, specifying the quantities (percentages) of such substances, mixtures, preparations or alloys as well as any other relevant information or data concerning their properties, including, without limitation, test data and information on the risks associated with the aforesaid substances. In any event, the use of the Goods in accordance with their intended use shall not result in the release of carcinogenic, mutagenic, toxic or dangerous substances.

B. INTELLECTUAL PROPERTY

14. Confidential Information

The Supplier acknowledges and recognises that River Spa is the owner of the Confidential Information and holder of any related intellectual property right.  The Supplier shall:

(a) keep secret and not disclose to any third party the

Confidential Information to any third party;

2. (b) put in place all measures and precautions reasonably necessary and

(b) take all measures and precautions reasonably necessary and appropriate to prevent the unauthorised disclosure and use of the Confidential Information;

3. (c) upon termination of the supply, or even earlier upon request of River Spa, immediately return all documents containing Confidential Information and/or any other data of River Spa and destroy and/or delete any hard copy thereof or on any other support (including any computer support), it being understood that the Supplier, within 30 (thirty) days from River Spa’s request, shall deliver to River Spa a certification attesting that the above mentioned documents and/or reproductions have been destroyed and/or deleted, unless the applicable law requires them to be kept

4. (d) use Confidential Information only to the extent necessary for the performance of the Contracts

5. (e) Not reproduce or copy Confidential Information except as expressly authorised by River Spa;

6. (f) not patent any information or data contained in the Confidential Information

7. (g) limit disclosure of Confidential Information within his or her organization to only those employees whose duties justify the need to know such Confidential Information

8. (h) informing employees within his or her organisation who become aware of Confidential Information of the confidentiality commitments relating to it;

9. (i) not developing for third parties and/or supplying to third parties, in any capacity whatsoever, directly or indirectly products made using Confidential Information

10. (j) impose and guarantee compliance with the obligations deriving from this article on any third party to whom the Supplier must transmit the Confidential Information as part of the performance of the Contracts, it being understood that the Supplier shall be liable to River Spa for any breach of the obligations under this article 2 with respect to the Confidential Information committed by said third party.

In the event that the use of the Results involves the use of any patent, software, know-how or other intellectual property right that the Supplier has the right to dispose of (“Supplier Rights”), the Supplier hereby grants River Spa a non-exclusive, royalty-free, irrevocable, perpetual, transferable license, with the right to sublicense, to use the Supplier Rights solely for the purpose of River Spa’s use of the Results.  Neither these Terms and Conditions nor the disclosure of Confidential Information provided herein shall be construed as conferring upon Provider any rights to licenses to patents, patent applications or any other industrial property rights in information and data included in the Confidential Information.

Regardless of the duration of the contractual relationship with the Supplier, with regard to each piece of Confidential Information received, the Supplier’s obligations under Article 2.1.2 shall cease to be effective when all the Confidential Information becomes public knowledge due to facts for which the Supplier is not responsible.

15. Industrial property of the Supplier

The Supplier warrants that the Goods supplied by it, their components and accessories, as well as (to the extent applicable) the works made by it for River Spa, the use of the Services supplied (in both cases, even if subsequently processed by River Spa or by third parties on behalf of River Spa) do not involve any infringement of third parties’ industrial or intellectual property rights, the Supplier shall bear the burden of promptly settling any claims of third parties who claim that their industrial or intellectual property rights have been infringed by reason of River Spa’s possession or use, as the case may be, of the Good(s) and/or Service(s) and shall hold River Spa harmless from such claims.

Unless otherwise agreed in writing, the Supplier waives its right to enforce against River Spa, its successors in title in any capacity and also in the business unit or part thereof, its customers and licensees (as well as against the customers and licensees, including subsequent customers and licensees of the latter), any industrial property rights it may have in the Good(s) or Service(s). Unless expressly indicated to the Supplier

prior to the completion of Orders and Contracts, it shall be understood that the Goods are free for export to the country – indicated in the Order or Contract itself – where delivery is to take place.

C) RISK AND TITLE – DELIVERY AND ACCEPTANCE

16. Delivery

For the purpose of ascertaining compliance with delivery terms and transfer of risk for total or partial damage or loss of the Good(s) from Supplier to River Spa, the Incoterms rules referred to in the Order or Contracts shall apply. Packaging and transport of the Good(s) shall be carried out with every care to preserve it from damage.

17. Transfer of title and acceptance

Title of the Good(s) shall be deemed transferred to River Spa at the time of passing of risk as provided for by Incoterms 2020, for the specific agreed mode of delivery. Ownership of the work carried out in performance of the Service(s) shall be deemed transferred to River Spa upon its acceptance thereof.

In both cases and where applicable, the Good(s) and/or Service(s) (or the work that is the subject of the Service(s), if any) shall be deemed finally accepted by River Spa only upon the positive outcome of any testing procedures agreed in writing between the Parties.

18. Delivery of Goods

The Delivery Date shall be considered binding and peremptory for the Supplier. Should the Supplier foresee difficulties that may hinder its ability to deliver the Goods and/or complete the Services by the Delivery Date, it shall immediately notify the Company in writing, without in any way exempting the Supplier from the responsibilities provided for in these general conditions.

In the event of a delay in the delivery of the Goods and/or performance of the Services that exceeds ten (10) days, the Company shall be entitled to terminate the Purchase Order with immediate effect, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, by simply notifying the Supplier and procure the Goods and/or Services elsewhere at the Supplier’s expense and risk, without prejudice to the Company’s right to compensation for further damages beyond the right of River to claim the costs of occupying the surplus goods in its warehouse.

Partial deliveries or deliveries shall be considered as not acceptable, unless otherwise agreed in writing between the Parties.

In the event of delivery of goods in excess of the Goods indicated in the Purchase Order, the Company shall promptly notify the Supplier of this circumstance, who shall, within 10 (ten) working days from the date of receipt of the Company’s communication, collect the excess goods at its own expense. It shall in any case be understood that the Company, at its own discretion, shall be free to purchase part or all of the surplus goods from the Supplier, with reference to which the provisions of these general conditions shall apply.

19. Prices and Payment

Unless otherwise indicated and approved in writing by the Company, the Price indicated in the Purchase Order is fixed and invariable, not subject to revision or adjustment.

Unless otherwise indicated in the Purchase Order, the Price shall be understood to include all costs, taxes, expenses, charges and any additional work necessary for the complete execution of the supply of the Goods (including the costs of packaging, packing, shipping and delivery of the latter) and/or the Services. No additional costs may therefore be paid to the Supplier, except with the prior written approval of the Company. The Supplier shall in any event indemnify the Company against any liability and consequential costs or expenses incurred or to be incurred by the Company in connection with the supply of the Goods and/or Services.

Unless otherwise specified in the Purchase Order, the Company shall pay the Price for each supply in the manner and on the terms specified in the Purchase Order documentation. All invoices shall bear the Purchase Order number and contain a clear indication of the amount to which they refer. The Supplier acknowledges that its right to receive the Price shall only accrue following acceptance of the Goods and/or Services by the Company in the terms and manner set out in this contract.

20. Termination and Withdrawal

The Company may cancel all or any part of the Purchase Order by notice in writing to be sent to the Supplier at least ten (10) days in advance. From the moment of receipt of the aforesaid notice, the Supplier shall be obliged to stop carrying out any activity relating to the parts of the Purchase Order specifically cancelled, while continuing to carry out those that have not been cancelled. The Company shall pay to the Supplier the Price due for the Goods delivered completed by the Supplier before the date of the notice of cancellation of the Purchase Order, provided that such Goods have been accepted by the Company. Cancellation of the Purchase Order pursuant to the foregoing shall not constitute a breach of these terms and conditions or of the Purchase Order and shall not entitle the Supplier to claim any damages.

Without prejudice to any other rights and/or remedies provided by law or by these general conditions (including the right to compensation for damages), the Company shall be entitled to revoke the Purchase Order and/or terminate these general conditions in the event of a breach by the Supplier of any provision of these general conditions or the Purchase Order which is not remedied by the Supplier within twenty (20) days of the Company’s request. Costs incurred by the Company as a direct consequence of the cancellation of the Purchase Order and/or the termination of these general conditions as set out above, including but not limited to costs incurred in procuring the Goods elsewhere, shall be borne in full by the Supplier.

Either Party shall be entitled to revoke the Purchase Order and terminate the contractual relationship with immediate effect in the event that the other Party (a) is subject to any insolvency proceeding or goes into liquidation, or (b) is subject to execution or other legal measures that may harm its corporate and commercial image, or otherwise constitute a detriment to the other Party’s business or commercial structure.

Unless otherwise agreed upon in writing, the prices indicated in the Orders and in the Contracts shall be deemed fixed and not subject to any revision.

The Supplier expressly acknowledges that all invoices to be issued by the same shall mandatorily report the purchase order number issued by River Spa in relation to the supply of the relevant Good and/or Service.

21. Quantity and Quality

Duration

Unless otherwise provided for in the Order(s) and/or Contract(s), the Supplier warrants the suitability for use of the Good(s) supplied for a minimum period of 24 (twenty-four) months from the time of delivery.

Quantities

If the quantities of Good(s) delivered do not conform to the volumes agreed in the Order(s) or Contract(s), River Spa may, at its option

(a)accept the quantities actually delivered and make equal variations in the quantities of any subsequent supplies;

(b) request that the Supplier collect the quantities in excess of what was ordered, with the right to return them directly at the Supplier’s expense and risk and to charge the Supplier for the financial charges resulting from any payment already made and storage costs if the latter does not do so promptly

(c) obtain that the Supplier immediately send the quantities of goods found to be missing, charging in any case the charges and expenses resulting from the Supplier’s default.

River Spa shall exercise the above powers within 3 (three) months from the date of delivery of the Good(s).

Quality

The Supplier warrants that the Good(s) delivered and the Service(s) rendered shall be free from defects and in accordance with the Technical Specifications. The delivered Good(s) and Service(s) shall be considered defective if:

1. (a) they do not comply with the requirements of the Order(s) and/or Contract(s); or

2. (b) they do not reflect the characteristics possessed by the samples and prototypes delivered by the Supplier.

3. (c) are not suitable for the use for which River Spa intended them to be used.

Without prejudice to any rights River Spa may have under the applicable Order(s) and Contract(s), or by law, Supplier shall, at River Spa’s request and within a reasonable period of time set by River Spa, repair or replace the defective Goods or render the Service in accordance with the applicable Order or Contract. If the Supplier fails to do so, River Spa may, at its sole discretion, either (i) terminate the Contract(s) or Order(s) in accordance with the provisions of Article 6 above, (ii) obtain an appropriate reduction in the price of the defective Good(s), or (iii) if only part of the Good(s) is defective, have a third party of its choice, at the Supplier’s expense, supply only the defective Good(s).

If, in compliance with the provisions of applicable regulations, River Spa decides to undertake a recall or replacement campaign for its products due to defects in the Goods supplied by the Supplier, in such case the Supplier shall indemnify River Spa against any third party action, claim in this regard as well as against all costs, charges and expenses necessary to carry out the recall or replacement campaign (including logistics costs and costs of disassembly and reassembly of River Spa’s products).

22. Insurance

The Supplier shall, at its own expense, take out an insurance policy (with a leading insurance company and with deductibles and ceilings defined at normal market conditions) to cover its liability for damages to third parties for any reason, including manufacturer’s liability, arising from the execution of Orders and/or Contracts. The Supplier shall provide River Spa with a copy of the aforementioned insurance policy. If requested by the Company, the Supplier shall provide documentary evidence of the existence of the aforementioned insurance coverage and regular payment of the related premiums. The policy shall provide for the express waiver by the insurance company of any action of recourse against the Purchaser.

The Supplier shall in any case indemnify the Purchaser against any claim asserted by third parties, should he fail to comply with all or part of the above obligations.

23. Indemnification

The Supplier undertakes to indemnify and hold harmless River Spa and its representatives from any loss, claim, cost or expense (including expenses for legal defence and/or out-of-court legal assistance) of the latter or its representatives arising out of or in connection with any breach of the Contract(s) and/or Order(s) or otherwise in relation to the supply and/or use of the Good(s) by the Supplier.

The Supplier warrants, indemnifies and holds River Spa harmless from any prejudice, expense (including any penalties imposed by law), cost, damage that may arise as a result of the Supplier’s breach of its obligations under this contract, as well as from any claim made, including those aimed at obtaining or assuming the recognition of employment or any other type of relationship with River Spa, against River Spa by the Supplier’s employees (or other personnel, including those on contracts of a different nature) or by their heirs and/or assignees and/or third parties, including public bodies and authorities, for salaries, indemnities, social security and/or welfare payments and anything else provided for by current legislation, including sanctions imposed by any body or authority, in relation to the employment relationship in place with the Supplier or its termination.

24. Certification of the Supplier

Unless otherwise provided for in the Order(s) and/or Contract(s), the Supplier shall demonstrate to River Spa that it has obtained from an accredited body the declaration of compliance with ISO 9001 certification and/or any other certification reasonably requested by River Spa.

25. Order Confirmation

With reference to your Order above, we accept the terms and conditions contained therein. We also accept without reservation the General Terms and Conditions of Purchase of Goods and Services of River Spa attached hereto.

Supplier’s Stamp and Signature

With reference to the provisions introduced by Presidential Decree 472/96 (BABV abolition) we inform you that we will not accept deliveries of goods, for any reason, without

of transport document, i.e. invoice, containing at least the following data

– reference order no. of River Spa; description and quantity of goods delivered

– reason for delivery

In the case of transport accompanied only by an invoice, please note that the invoice must in any case be sent, BY THE SUPPLIER, to the competent Administration and Control Department for administrative fulfillments.