IIMETA srl - Strada Burla 279A Parma - Italy Tel Fax V.A.T. IT

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1 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T META SRL GENERAL TERMS AND CONDTONS OF SUPPLY Unless varied by endorsement on our contract note goods are supplied only upon the following conditions which shall override any conflicting terms in your order. 1. GENERAL TERMS: a. These general terms and conditions of supply (hereinafter referred to as the General Terms ) shall regulate, also as regards the execution and the entering in force of the agreement, and shall apply to, any and all present and future supply agreements (hereinafter referred to as the Agreements ) between meta S.r.l. (hereinafter referred to as meta ) and any possible client of meta (hereinafter referred to as the Client ), forming an integral part thereof. The word Agreement shall refer indifferently to agreements concerning a single order, to agreements concerning continuous supplies, and to the frame agreements (including call-back orders). b. Any derogation to the General Terms shall be effective and enforceable only if formalized in writing in a deed signed by both meta and the Client. c. Any general terms of the Client shall never apply to the Agreement (unless otherwise expressly agreed in writing between meta and the Client) not even if expressly referred to in orders accepted by meta (acceptance which may also be in the form of a confirmation of orders) or in the acceptance by the Client of meta s offer. Therefore, as a consequence of the above, references to the Client s general terms shall be void and ineffective and automatically replaced by references to the present General Terms. This among others implies that even if the acceptance of meta s offer by the Cliente makes reference to the Client s general terms, such acceptance can not be considered, for such reference, as a counterproposal. Similarly, in case of discrepancy between the content of an offer or an order or of a confirmation of order and the present General Terms, these General Terms shall prevail and the provisions hereof shall automatically replace the conflicting provisions, unless otherwise specifically agreed in writing between meta and the Client. d. These General Terms cancel and replace any possible general terms and conditions of the Client or former general terms and conditions of meta, regulating the Agreement. These General Terms shall therefore shall also apply to all Agreements already formalized buy not fully carried out yet, to the part of the Agreement not fully executed yet. These General Terms shall apply until new general terms of supply are issued by meta, without prejudice of the provisions of paragraph 1.e. hereinafter. Page 1 of 10 pages

2 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T e. meta shall have the right to modify and/or replace in any moment these General Terms. Such new General Terms shall be immediately effective as soon as brought to the knowledge of the Client, without however prejudice of the necessary written approval of any unconscionable clauses according to talian law. n lack of such approval the correspondent clauses of the General Terms already approved shall remain in force and effect. f. These General Terms shall apply both to Agreements concerning meta s standard machines and components, and to Agreements concerning custom-made machines and components or special manufacturing activities expressly made for the Client. The word Products when used herein shall indifferently refer to meta s machine and component, either standard or custom-made, unless otherwise specified. 2. ORDERS: Any order of the Client shall be considered as immediately binding upon him and irrevocable for a ninety days period starting from the date it is brought to the knowledge of meta, according to the provisions of article 1329 of talian civil code. For the purposes of article 1326 of talian civil code the order issued on the basis of an offer presented by meta has to be considered as an acceptance of a proposal, so that the Agreement has to be considered formalized in the place and on the date of receipt by meta of the Client s order. Delivery by meta of descriptive material or price-list for the Products which do not specifically bear the terminology offer or other equivalent terms, cannot be deemed as having been proposed. The terms without engagement and subject to availability or other similar phrases applied by meta to an offer, do not bind meta to the terms of the offer, even when the offer itself is accepted by the Client, unless there has been subsequent written confirmation or fulfillment or performance by meta itself. Except for the provision of paragraph 1.c. which applies to the event that reference is made to the Client s general terms, an acceptance not complying with the proposal shall be considered as a counterproposal and shall determine the execution of the Agreement only if such counterproposal is accepted by the original proposer. meta can carry out the Client s order (not representing the acceptance of an meta s offer) without necessity of a formal acceptance. n such event the Agreement is considered to be formalized in the place and at the time meta starts carrying out the order. Offers drawn by meta s agents, finders, sales representatives or sale assistants shall not be binding upon meta until they are confirmed in writing by meta itself. meta s agents, finders, sales representatives and sale assistants are not entitled to accept orders. 3. CHARACTERSTCS OF THE PRODUCTS: a. meta shall have the right to modify the designs and/or specifications of the Products in any moment without notice to the Client; notwithstanding the Page 2 of 10 pages

3 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T opposition of the Client, in the event of any such change, meta shall have the right to supply the Product so modified even if the Agreement concerned the preceding version; on the opposite, the Client shall not have the right to pretend that the modified Product is supplied instead of the preceding version thereof to which the Agreement referred to. b. All pictures, drawings and data concerning meta s Products (including those shown in catalogues, brochures, circular letters, advertising, price-lists or other similar materials) are given only for demonstrative purposes. Similarly, if meta sends or deliver samples, these shall only be considered as approximate information and shall not bind meta even if the sale is carried out according to article 1522 of talian civil code. c. When the Products are made on Client s instructions, meta shall be responsible only of the compliance of the Products with such instructions, while any other liability, in particular concerning the fitness for an intended use and/or the safety, is excluded. The provisions of paragraph 3.d. hereinafter shall apply. d. The Client shall be solely responsible of the insertion of meta s Products in its own machinery or plant, even if the Product is expressly made for the Client. Any meta s guarantee and/or liability concerning the compatibility of a component (either standard or custom-made) with a machine (even if manufactured by meta) is also excluded, unless it is a component expressly conceived by meta for a certain meta s machine, provided that nor the component nor the machine are modified by the Client or a third party. 4. DELVERY: a. The terms of delivery, however agreed, are not essential and a tolerance is always allowed, also in consideration of the special characteristics of meta s manufacturing activity. Any liability for damages resulting from delay or from total or partial non delivery is therefore expressly excluded. b. n any case meta shall not be liable for delay or default in performance when such delay or default directly or indirectly results from, or is contributed to by, circumstances beyond meta s control, including, but not limited to, acts of God, war or national emergency, fire, flood, riot, explosion, any labor dispute, strike, either national or local, including those just concerning meta, difficulty, however caused, or inability to obtain necessary materials. The period of any such delay will automatically extend the time of shipment accordingly. c. Unless otherwise specifically agreed upon in writing, delivery shall be Ex Works ( EXW ) meta s plant, in Parma, taly, according to CC ncoterms Delivery is therefore considered to have been made putting the goods at the Client s disposal at meta s plant. According to CC nconterms, meta shall previously inform the Client of the date on which the Product shall be put at his disposal. Page 3 of 10 pages

4 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T Client assumes the risk of, and meta shall not be liable for, any loss or damage after such delivery and Client will be responsible for obtaining insurance on a warehouse to warehouse basis. meta will, however, obtain in-transit insurance at the Client's expense if requested in writing to do so. f the Client does not collect the Product on the date previously indicated by meta or if he refuses to collect it, the goods will be held at the Client s risk and expenses and meta shall have the right to make use of the remedies provided under articles 1514 and 1517 of talian civil code, without prejudice of any other remedies provided by the law or by the Agreement or by this General Terms. Furthermore, once the Product is delivered, i.e put at the Client s disposal even if not collected by him, meta may invoice it, whereupon payment shall forthwith become due together with interest and storage charges. d Since, as above provided, delivery is agreed EXW meta s plant, the Client may however requests meta in writing to organize the transport of the Products. meta is not obliged to accept, but in the affirmative, (i) the transport shall be at the Client s sole risk, even if the relevant cost is included in the invoice of the Product, and (ii) all charges and expenses related to shipment of the Product to the destination specified by Client shall be for Client's account, including, but not limited to, inland, see or air transportation charges at actual costs notwithstanding any preliminary estimates furnished by meta, and further including any bank or other collection charges and any documentation or other charges incident to final shipment of the Product, (iii) any sales, use, excise or other taxes or customs duties which meta may be required to pay or collect shall be the sole liability of, and shall be promptly paid by Client on demand of meta, and (iv) meta will act as an agent for the Client. f meta does not receive specific shipping instructions in writing from the Client when requesting to organize the transport, the agency of transportation and the routing will be selected by the meta without however incurring in any responsibility for the selection. e. meta and the Client may agree in writing different forms of delivery according to CC ncoterms 2000 version and/or to make reference, also as regards delivery EXW, to the CC ncoterms version in force at the time of finalization of the Agreement if different from the 2000 one. 5. TEST AND ERECTON: a. All skilled and unskilled labour for offloading and erection, and engineer's time in starting the machinery or attending thereto after starting will be charged extra to Client including time traveling to and from site, plus fares, expenses and board and lodging charges at cost. Client will provide suitable lifting tackle for off loading and erection, and all fuel, stores, materials or instruments required for any preliminary working or tests will be charged him extra. The Client shall put at meta s disposal any other tools, instruments and facilities, including, but not limited to, water, electrical power, compressed air, as requested by meta. Page 4 of 10 pages

5 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T The Client shall also assist to any unloading and erection activity at his plant and shall grant meta, at the Client s own cost and expenses, all the requested assistance, also putting his personnel at meta s disposal. Client shall furthermore take care that meta s technicians are never left alone and without assistance. b. The Client shall ensure that his plant, as well as all the instruments, tools, equipments, facilities put at meta s disposal, comply with EU law provisions on safety on work, and in particular, but without limitation to, with provisions on noise, radiations, emissions, temperatures, and that, as regards, instruments, tools and equipments, facilities, they are safe and their maintenance has always been regularly and duly fulfilled. The Client shall furthermore previously inform in writing meta s technicians of the safety provisions adopted in his plant. Should meta and/or its technicians consider that the safety provisions, as above identified, are not fulfilled and/or the adopted measures or the existing situation (even if as regards instruments, tools, equipments, facilities) are not sufficient, they can refuse to intervene, but the Client shall in any case be obliged to bear all transport, fares, and accommodation costs and other fees as above provided as well as to pay for the time spent, including in traveling. c. f special tests or tests in the presence of Client or Client s representative are agreed upon between meta and Client, they shall take place, unless otherwise agreed in writing, at meta s plant, and will be charged extra. n the event of any delay from the Client in attending such tests after seven days notice that meta is ready, the tests will proceed in the Client s absence but shall be deemed to have been made in the Client s presence. 6. PACKAGNG AND DESGNS: a. Designs, models, drawings, sketches, lay-outs, etc. originated by meta are submitted to the Client in trust and confidence and, unless otherwise agreed upon in writing, they and any rights in them (copyrights and industrial property rights included) will remain the sole property of meta. The aforementioned designs, models, drawings, sketches, lay-outs, etc. may not therefore be, directly or indirectly, utilized by the Client or copied, reproduced, transferred or communicated to third parties in any way without meta s prior written approval. The above provisions shall also apply to meta s designs, models, drawings, sketches, lay-outs, etc. made on the basis of Client s designs and/or specifications. Furthermore meta cannot accept any responsibility for errors in drawings or specifications approved by the Client, who will also be solely responsible for any printed matter approved by him and for any design, model, shape or construction made according to his drawings or specifications, and shall indemnify meta against any claim arising therefrom and in particular against any claim form third parties pretending to have rights on the designs, drawings, models, specifications and whatever else supplied by the Client and utilized by meta and/or on the consequent result produced by the latter. Page 5 of 10 pages

6 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T b. The Client shall acquire no industrial property rights or copyrights on the Products nor any right on the know-how involved in the project and manufacturing thereof. The above provision shall apply also to Product made on Client s design or specifications without prejudice of the rights on design already lawfully belonging to the Client before their delivery to meta. c. Jigs, tools, and equipment provided in order to manufacture the Product shall remain meta property whether or not a charge is made towards their costs unless Client have placed a specific order for such equipment which meta has accepted. d. Products shall be supplied under the packaging that meta considers more convenient. The Client shall return, under his care and at his costs, to meta the recoverable packaging. They must be in good conditions. 7. WARRANTY: a. meta warrants that the Products manufactured by it are free from defects of material and workmanship making the Products unsuitable for the intended use or considerably reducing their value, and comply with the European Union s rules and regulations (not of the single countries part of it). The Client assumes all risks regarding any discrepancies between the EU s rules and regulations and those in force in the country of destination of the Product and will hold meta harmless. b. meta warrants the Product (either machine or component) to be suitable for the purpose expressly described by meta, provided that the Product is installed as supplied by meta and according to its indication, without modification, is operated within the limits of rated capacity, generally approved practice and according to meta's instructions, in accordance with generally accepted can industry quality and practice. c. Where specifications for can size change parts supplied by meta are established from sample can components furnished by Client, meta warrants the Product to be suitable for the purpose intended only when a minimum of twenty-five sample cans and ends have been supplied by Client to enable meta to test and adjust the equipment prior to shipment and then only where the can components being used by Client are identical with samples supplied to meta for the purpose of establishing specifications for the manufacture and testing of can size change parts. d. Where specifications for can size change parts supplied by meta are established from data sheets, drawings and/or dimensions of can components furnished by Client, meta warrants the Product to be suitable for the purpose intended only where the can components being used by Client are identical with the data sheets, drawings and/or dimensions supplied to meta for purpose of establishing specifications for the manufacture of said can size change parts and then only where Page 6 of 10 pages

7 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T a minimum of twenty-five sample cans and ends have been supplied by Client to enable meta to test and adjust the equipment prior to shipment. e. meta reserves the right to confirm the validity of the offer and of the order acceptance after receiving cans & cover samples. f. n case the Product is a component, meta makes no representations or warrants regarding the conformance of the Product with, and shall not indemnify or hold harmless any person, for any damages whatsoever, in connection with the violation of, any safety or health regulations which may be in force where the Product will be used, and the Client shall hold meta harmless. meta shall not be liable, and Client shall hold meta harmless, for any damage to person or property caused by or related to the use of the Product in a manner other than as intended by meta or by failure to utilize all safety devices, guards and instructions supplied by meta or in case the Product is modified or not properly installed. The Client shall also be fully and solely responsible of the safety of the machinery in which meta s Product (in particular in case of component) has been installed and of the safety of the Product itself once installed in the machinery. Client will be totally responsible of installing proper safety guarding according to local national laws on overhauled machines. meta gives no warranty or guarantee whatsoever that the by it installed guarding are sufficient for this purpose. f further guarding is required, Client should provide detailed and clear indications and meta shall supply it at additional cost. g. THE WARRANTY STATED HEREN N ARTCLE 7 S N LEU OF ALL OTHER WARRANTES, EXPRESS OR MPLED, OF FTNESS FOR ANY PARTCULAR PURPOSE OR OTHERWSE WHASOEVER, OTHER THAN AS SET FORTH ABOVE, and meta has not authorized any person to make any other representations or warranties or otherwise able to subject meta to any liability in connection with the supply of meta's Products. 8. LABLTY: a. Unless otherwise specifically agreed upon in writing, including the case the Product (either machine or component) is sold at the Client s sole risk, if the Product consists in an equipment any part or parts of the equipment supplied by meta (excepting parts subject to normal wear in use or breakage due to misuse), which, under normal operating conditions and within twelve months on a single shift working basis (forty hours a week) from date of delivery by meta, proves to be defective in material or workmanship (as provided under paragraph 7.a. above) or not suitable for the purpose expressly described by meta (in the limits provided under paragraph 7.b. above), as determined upon inspection by meta, will be replaced or repaired (as meta at its sole discretion chooses) Ex Works original point of delivery, provided that the Client, upon receiving the same in case of evident defects or within eight days after from discovery in case of hidden defects, provided in any case that within twelve months from delivery, has notified meta in Page 7 of 10 pages

8 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T writing of the defect and the particulars in connection therewith and is able to prove that the equipment has been properly installed, maintained and operating within limits of rated and generally approved usage and in accordance with the meta s instructions and that no alterations or modifications have been made without meta's written approval. Any guarantee concerning normal wear and tears is expressly excluded. The Client acknowledges that the shelf life, also in normal use conditions, of a Product may be shorter than twelve months. Such shelf life is certainly shorter in case of components. Therefore the above twelve months period shall not apply in case of shorter shelf life of the Products and in case of component as well as does not apply to parts of the Product intended to have a shelf life lower than one year; in all such cases the term of guarantee shall be of a six months period from delivery, it being however understood that for the above reasons the Product or a part thereof could become useless or perish even before such term, without such events be covered by the guarantee. The twelve months term shall therefore apply only as prescription term to start a legal action. A part from the duration of the warranty, all the other provisions as above provided in the present paragraph a. shall apply also to such Product having a shelf life shorter than twelve months. Components not of meta s manufacture are subject to component manufacturer s standard guarantee of service which will be made available to the Client to the extent available to the meta. b. Contests for failures or shortness must be presented to the carrier at the receipt. No claim in respect goods lost or damaged in transit will be entertained if the risk has passed to Client before the occurrence thereof or if the carrier has been given a clear receipt for the goods or if the carrier is not notified in writing of such loss or damage and of the particulars thereof within the terms provided under article 1698 of talian civil code. c. n no event shall meta's liability under the warranty exceed the purchase price effectively paid by the Client for the Product. Even within such limit of indemnification, meta shall have no liability whatsoever to Client or others in any event for payment of incidental or consequential damages, including, but not limited to, damages due to loss of use, loss of production, loss of product or cans, or loss of profit or damage to the Client s image (even if resulting in a reduction of turnover) or other economic loss as a result of the use and operation of the Product, including, but not limited to, defective workmanship or materials or any delay, act, error or omission of meta. 9. PAYMENT TERMS: a. Payment shall be on terms specified on the Proforma nvoice/offer. b. n case of delay interest will be charged at the annual rate resulting making application of talian Decree no. 231 of Page 8 of 10 pages

9 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T c. Prices may be subject to revision in the event of any variation in costs incurred by meta after acceptance of the order. V.A.T. not included in the quotation or invoice will be added where applicable. d. nvoice of total amount less than EURO 200,- will be charged of additional EURO 10,- for invoicing cost. e. Any contest/dispute about the Agreement or its execution or supply of alleged defective products do not legitimate the Client to suspend or delay the established payments, having to be observed the clause solve et repete. f. Default in payment of any invoice for stage or other payment shall entitle the meta to treat any outstanding Agreements as repudiated by Client and to suspend any supply under the same or any other Agreements. g. Title in the goods shall remain with meta until payment is received in full. On meta s request the Client shall comply with any formalities requested in order to make the reserve of ownership enforceable against third parties. 10. MSCELLANEOUS: a. These General Terms as well as the Agreements shall be governed by and interpreted according to the talian laws as applied to the residents of taly entering into contracts to be wholly performed therein, without giving effect to principles of conflicts of laws, and therefore also excluding the application of the Wien Convention of 1980 on nternational Sale of Goods. b. The Court of Parma, taly, shall have exclusive competence and jurisdiction for any and all dispute arising out or in connection with these General Terms and/or the Agreement. c. The invalidity or ineffectiveness of any clause of these General Terms and/or of the rest of the Agreement shall not affect the validity of the remainder of these General Terms and/or of the rest of the Agreement; in the event of invalidity of a clause, the Parties agree to negotiate in good faith to replace such clause, or portions, with other valid and effective clauses having substantially the same effect, reflecting the subject matter and purpose of these General Terms and/or of the rest of the Agreement, depending where the invalid provision was included. d. n these General Terms and in the Agreements: words importing the male, female or neuter genders shall include the other genders and vice-versa and words in the singulars shall include the plural and vice-versa; references to any statute or statutory provision are to be constructed as to references to that statute or statutory provision as amended from time to time; Page 9 of 10 pages

10 META srl - Strada Burla 279A Parma - taly Tel Fax V.A.T. T reference to articles and paragraphs are to be constructed as references to articles and paragraphs of the General Terms unless otherwise expressly provided; any reference to a day has to be considered as a reference to a calendar day unless otherwise specifically provided herein; a reference to a person is a reference either to a physical or juridical person. Date and place: The Client: According to the provisions of articles 1341 and 1342 of talian civil code hereby declare to have carefully checked and to specifically and expressly hereby approve the following provisions of the above General Terms: 1 General Terms (effect and enforcement of the General Terms and any possible new version thereof produced by meta, ineffectiveness of any other possible general terms and conditions and in particular of the Client s ones, automatically replaced by the General Terms), 2 Orders (binding effects and irrevocability of the Client s order; forms of acceptance of the order by meta; cases in which an offer cannot bind meta); 3 Characteristics of the Products (meta s rights and exclusions and limitations of its liabilities, subjection of the Client to some meta s decisions; responsibilities charged to the Client); 4 Delivery (terms of delivery non essential, exclusions of liability; force majeure, delivery of Products; meta s rights and exclusions of liability; meta s rights and exclusion of liability also in case it takes care of the transport; risks of the Client); 5 Test and erection (obligations and liabilities of the Client; meta s right to refuse to intervene; tests, validity thereof also in conducted in absence of the Client); 6 Packaging and designs (special meta s rights; Client s obligations, also of indemnification, and responsibilities; limitations and exclusions of Client s rights); 7 Warranty (extent and limitations of the warranty and exclusion of further or wider warranties; limitations and exclusions of meta responsibility in particular for safety; Client s obligation to keep meta harmless); 8 Liability (duration of the warranty; limitations and exclusions of the warranty; limitations and exclusions of meta s liability and obligations; meta s right in determining the consequences of warranty; terms for denunciation; denunciation to the carrier and relevant term; maximum amount of refundable damages; exclusion of the right to be refunded for certain damages); 9 Payment terms (determination of payment terms; rate of interests; meta s right to vary the prices; clause solve et repete ; meta s right in case of default by the Client; reserve of property); 10 Miscellaneous (applicable law; exclusion of the Wien Convention of 1980 on the international sale of goods; exclusive jurisdiction; preservation of the General Terms and of the Agreement). Place and date: The Client: Page 10 of 10 pages