General Terms and Conditions

GENERAL TERMS AND CONDITIONS

Premises:
A) The Client intends to organize a series of promotional events using with the support of Arneis srl robotic equipment in the latter's ownership - and where provided the correlative services - for the animation of promotional events.
B) By this document, which can be consulted by anyone and downloaded from the Arneis website at the public link www.arneis.com/condizioni-generali, Arneis srl intends to describe and specify the general conditions that will be applied to the contract.

Art. 1 - CLAIMS AND WAIVER.
1. The premises have full contractual value between the parties.
2. Unless the parties have made different agreements within the bidding documents, agreements which in that case shall prevail, the contract shall be understood to be governed by these general conditions.
3. By sending the order, the Customer declares that he/she expressly knows and accepts these general terms and conditions.

Art. 2 - OBLIGATIONS OF ARNEIS SRL
1. Arneis srl places at the disposal of the Client, for the periods and according to the conditions, including economic conditions, specified in the offer documentation, the indicated robotic equipment and related ancillary services, for the animation of promotional events.
2. The Goods covered by the contract will be considered made available to the Customer on the day of their commissioning, certified by appropriate minutes.
3. The management of the equipment - if carried out (at the Customer's premises or, on the Customer's behalf, at a third party's premises) by Arneis srl with the aid of its own personnel and/or in any case of its own collaborators - is normally exercised at the risk and under the responsibility of Arneis srl. The Customer undertakes in any case in respect of Arneis srl to guarantee the safe custody of the equipment, both at its own premises and at the premises of third parties, for the times of the day when promotional events are suspended.
4. Where rather Arneis srl provides the Client, who intends to operate them by itself, with the robotic equipment, the contract shall be deemed to be a lease and the risks related to the operation and safekeeping of the machines shall be the sole prerogative of the Client.
5. Arneis srl undertakes to guarantee to the Customer - proving, where required, the possession and vigor - adequate and constant R.C. coverage of the machines, and of its employees, for any damage generated to the Customer or to third parties by the machines or otherwise in the course of their use.
6. Arneis srl reserves the right to affix suitable identifying marks to the Leased Assets attesting to its ownership thereof. The Customer, for its part, undertakes not to remove or alter said signs.

Art. 3 - OBLIGATIONS OF THE CLIENT
1. The Customer undertakes to pay to Arneis srl the price of the agreed services in the manner indicated in the offer documentation.
2. The Customer also undertakes: in the case of rental with Arneis personnel, to guarantee Arneis srl adequate custody of the robotic machines during the hours in which they are not engaged in promotional activities, and this in a place safe from theft, damage and strong storms.
3. In the case of rental, the Customer undertakes to operate the machines with the utmost care and diligence according to the instructions received from Arneis srl, to take care of their ordinary maintenance where appropriate and, in any case, to guarantee their return to Arneis srl, at the end of the agreed term or in any case of early termination of the contract, in the same good state of use in which they were received together with all the material pertaining to them.
4. It is normally the Customer's care and responsibility to obtain in time all necessary permits and authorizations for the promotional event(s).
5. The Client also undertakes to indemnify Arneis srl, upon simple written request, following any total or partial damage or loss of the goods or material pertaining to them as well as to reimburse any further expenses incurred by the Supplier for or while waiting for the relative restoration.
6. The non-use, even partial, of the machines, from whatever cause dependent, does not release the Customer from the obligation to pay the agreed fee nor does it give him any right to indemnity or compensation of any kind.
7. The Customer undertakes not to remove the Goods from the premises where they will have been installed, without the prior written consent of Arneis srl.
8. Arneis srl is as of now authorized to access the premises where the Goods will be installed, to carry out inspections, even without prior notice, both directly and through its representatives, and to proceed to inspect and verify the Goods whenever it deems it appropriate, even withdrawing them if necessary.
9. It is expressly forbidden for the Customer to carry out, directly or through third parties, any modifications, transformations or in any case to tamper with the Goods or part of them and/or carry out interventions of any nature on the same.

Art. 4 - PRICE AND PAYMENTS
1. Prices are normally intended net of V.A.T. to the extent of the Law, which shall be added in order to determine the total amounts due by the Customer to Arneis srl.
2. Transportation costs, and related charges, shall normally be borne and cared for by Arneis srl and shall constitute items already contemplated in the determination of the price.
3. Where the terms of payment have not been otherwise specified by the parties, they shall be as follows: advance payment of 50% of the total order + balance of the remaining 50% at thirty days end of month invoice date, all by bank transfer to the Arneis srl current account that will be indicated on the invoice. The payment of the invoice must be communicated by the Customer to Arneis srl by e-mail to hello@arneis.com no later than the dates specified in the invoice.
4. Payment terms shall be deemed essential in the interest of Arneis srl. In the event of delayed payment, the Customer shall be obliged to pay the Supplier, without the need for intimation or notice of default, interest on the overdue amounts calculated, on an annual basis, at a rate equal to that gradually established by art. 5 of Legislative Decree 231/02 as amended.
5. Arneis srl reserves the right, in any case, to terminate the contract, interrupting the supply and withdrawing the Goods in the event of late payment of the consideration by the Customer, even if not repeated.
6. The Parties also expressly agree that the Customer shall not have the right to suspend or delay payment of the agreed fees, not even in the event of a dispute with Arneis srl.
7. If the Customer withdraws from the contract without respecting its stable duration, it shall owe Arneis srl - except for greater damages - a sum by way of penalty equal to half of the fees not yet due until the end of the contract as well as the expenses for uninstalling and transporting the Goods to the Supplier's warehouses.

Art. 5 - INSTALLATION, CAUTION AND OPERATION.
1. The installation of the Goods, included in the offer, will normally be carried out by Arneis srl by means of its own specialized technical personnel or by Trustee Firms.
2. The Customer undertakes to prepare, at its own care and expense and in good time, the premises and anything else necessary for the connection and proper functioning of the equipment according to the technical specifications and Arneis srl indications.

Art. 6 - PROHIBITION OF SUBLOCATION AND ASSIGNMENT
1. In the case of rental, the Customer may not even partially or temporarily sublease the Goods or transfer possession or detention of them for any reason whatsoever without the prior written consent - under the conditions indicated by them - of the Supplier; Likewise, the contract may not even partially or temporarily be transferred by the Customer to third parties without the prior written consent of the Supplier;

Article 7 - FAILURES, VARIATIONS IN CONSISTENCY OR CONFIGURATION.
1. In the case of a lease, any obligation of assistance by Arneis srl shall be terminated automatically, without prior notice, the moment the Customer arbitrarily makes or causes unauthorized personnel to make: changes, interventions and/or repairs on the leased Assets, and this without prejudice, however, to the Customer's right to continue to receive the relative fee in full;
2. Not included in the rent, and therefore remaining the responsibility of the Customer, are all interventions and repairs made necessary by:
- elimination of failures due to improper use or not in accordance with the technical prescriptions of the manufacturer of the Goods or the Supplier;
- elimination of failures caused by force majeure events (such as, by way of example but not limited to, flooding, lightning, power surges, electrical discharges, acts of sabotage or vandalism, etc.), carelessness, wilful misconduct, gross negligence of the user or third parties.
3. Changes in the consistency or configuration of the Assets must be requested exclusively to Arneis srl. The new economic conditions of the contract will be agreed in advance from time to time.

Art. 8 - EXPRESS TERMINATION CLAUSE.
1. Arneis srl reserves the right to declare the contract terminated without further notice, pursuant to and for the purposes of art.1456 of the Civil Code, by simple written notice to the Customer, in the event that the latter is even partially in default of the obligations undertaken;
2. In any case, the rights of Arneis srl to receive the fees for the contracted service, even if not completely used, shall remain unaffected, and this also in the event that one or more stages should not take place due to a fact in any case attributable to the Customer.

Art. 9 - RETURN OF THE GOODS.
At the expiration of the lease agreement, if any, the Customer shall immediately return to Arneis srl the equipment, with any improvements, additions and innovations (which shall not give the Customer the right to claim any indemnity, and this notwithstanding the provisions of Articles 1592 and 1593 of the Italian Civil Code) and in a condition of perfect efficiency and maintenance as well as in perfect state of preservation except for normal deterioration resulting from use. Only with the return of the Goods in the above conditions and with the payment of any amount due by the Customer to Arneis srl under this contract shall all liability of the same to Arneis srl cease.

Art. 10 - USE OF DATA AND IMAGES - CONFIDENTIALITY AND PERSONAL DATA.
Arneis srl expressly reserves the right to include and use the occasion of this supply and the event contemplating its presence, as well as the related images, for its future presentation and communication activities. The data provided by the Client, with the exception of the above, will be processed by Arneis srl for the sole purpose of being able to carry out the deduced activities and for the correlative accounting and administrative fulfilments. Arneis srl will keep confidential the information relating to the activities carried out by the Client, thus equally committing its collaborators, of which it has become aware during the performance of the deducted services.

Article 11 - EXPENSES, FEES AND TAXES.
All present or future expenses, taxes or levies of any nature whatsoever inherent in this agreement shall be borne exclusively by the Client.

Art. 12 - UNIQUE AGREEMENT.
This agreement cancels and supersedes any previous agreement and constitutes the integral manifestation of the will of the parties with respect to the subject matter of this writing. Any amendment to this agreement shall be made jointly and in writing.

Article 13 - REGULATORY REFERENCES.
For all matters not regulated by this agreement, in the case of the lease of the Goods to the Customer, the regulations set forth in Article 1571 et seq. of the Italian Civil Code on the subject of the lease of movable property shall be applicable, where not in conflict with the provisions contained herein.

Art. 14 - EXCLUSIVE CONVENTIONAL FORUM.
For any dispute arising from the stipulation, execution, interpretation and termination of this contract, the Court of Turin shall have exclusive jurisdiction.
The Customer, by sending the order and on the same date, declares to have read, shared and accepted in every content these general conditions and, in particular, the clauses specified below:
Art. 2 - Customer's obligations;
Art. 4 - Price and Payments;
Art. 5 - Installation, precautions and operation;
Art. 6 - Prohibition of subletting and assignment.
Art. 7 - Failures, changes in consistency or configuration;
Art. 8 - Express termination clause;
Art. 9 - Redelivery of goods - derogation from Articles 1592 and 1593 of the Civil Code;
Art. 10 - Use of data and images;
Art. 11 - Expenses, fees and taxes;
Art. 14 - Exclusive conventional forum expressly and specifically approving.