General Conditions of Sale

1.

The sale of FRENOTECNICA S.r.l. products (hereinafter the “Products”) shall be governed by the following General Terms and Conditions of Sale (hereinafter the “Conditions”), which shall be deemed automatically accepted with the issuance of the order by the Client. Such Conditions form part of the contractual relationship between FRENOTECNICA S.r.l. (hereinafter “FRENOTECNICA”) and the Client. Any amendments to these Conditions shall be valid only after FRENOTECNICA has accepted them in writing as amending these Conditions and forming an integral part thereof.

2. Conclusion of the agreement

The sale shall be deemed concluded upon FRENOTECNICA either confirming in writing the order issued by the Client or starting the performance of such order. In this latter case the Conditions shall be deemed to be accepted by the Customer even in the absence of an order.

3. Delivery and transfer of risk

3.1. The delivery term is calculated in business days and starts from the date of acceptance of the order by FRENOTECNICA, provided that FRENOTECNICA has been supplied with the necessary data to duly perform the sale.

3.2. Except as otherwise agreed in writing by FRENOTECNICA and the Client, delivery of Products will be made ex works at FRENOTECNICA's warehouse in Rovereto (TN). Accordingly, the risk and the danger connected with the Products will pass to the Client upon delivery of such Products to either the carrier or the freighter. Except in the event of force majeure, delivery will be made in the term either indicated in the order confirmation or established by the written agreement of the parties. No delay shall be deemed to constitute a ground to either cancel the order or to claim damages or loss of profit. In addition, the Products may not be rejected for such reason. FRENOTECNICA's obligations shall, however, be subject to the availability of the necessary raw material.

4. Price

4.1. The sale price of the Products, including the delivery ex works at FRENOTECNICA's warehouse, will be indicated in the order confirmation. In the event such order confirmation does not make reference to the Products price, FRENOTECNICA's price list shall apply. In any event, the Products price is not inclusive of taxes, customs duties, freight and/or any other right.
4.2. In the event of variations of costs of raw material, labour and ancillary items, which may be inferred from market quotations, FRENOTECNICA may amend the prices of the Products, even if a supply is under way.

5. Invoice and dispatch notice

An invoice will be issued once the goods are ready to be dispatched. The invoice shall be deemed to constitute a dispatch notice.

6. Payment and title retention

6.1. Except as otherwise provided for by the order confirmation, only full payments effected at FRENOTECNICA's business office and within 30 days from the date of issuance of the relevant invoice will be considered duly made. Payment shall be effected within the aforesaid term even if delivery of Products is delayed due to transport reasons or to other circumstances that are outside of FRENOTECNICA's responsibility. In addition, except upon FRENOTECNICA's written authorization, the Client may not withhold payment even if the supply of a residual part of the goods is still due.

6.2. In case of delayed payment, interest will accrue to FRENOTECNICA and shall be calculated pursuant to Legislative Decree No. 231/2002 and/or its subsequent amendments.

6.3. In case of delayed payments, the buyer's default, either total or partial, shall entitle FRENOTECNICA to forthwith claim payment.

6.4. The Parties hereby agree that FRENOTECNICA will retain title to the Products sold and that title shall only pass to Client upon his payment of the entire price due.

7. Guarantees, liabilities and complaints

7.1. Products
7.1.1. Quality and limits to the use of the Products
The Products are designed and manufactured in compliance with the highest quality standards and in accordance with the specifications provided by the Manufacturer .The Products may be used exclusively for the purposes for which they have been designed and manufactured. Thus, FRENOTECNICA shall not have any liability whatsoever in connection with the use of the Products in violation of the aforesaid limits and/or in connection with the normal wear and tear of such Products and/or problems linked to comfort or the presence of noise, vibrations or harsh riding characteristics, nor shall any “Product liability” apply in such cases. Any alteration of or tampering with the Products may endanger their safety and any guarantee given by FRENOTECNICA in respect the Products will be terminated by such alteration or tampering.

7.1.2. Installation and Maintenance
The Products must be installed by highly qualified and competent professionals working in their pertinent field, who have been specifically trained on the use for which the Products have been manufactured. The Products shall be submitted to periodical maintenance. Detailed installation and maintenance instructions are set forth within the Products wrapping (hereinafter the “Instructions”). Therefore, FRENOTECNICA shall not have any liability whatsoever in connection with Client's failure to comply with the Instructions and/or in connection with the inappropriate and/or incorrect installation of the Products on vehicles and/or with the lack of and/or inappropriate maintenance of such Products, nor shall any “Product liability” apply in such cases.

7.1.3. Contractual Guarantee and Complaints
FRENOTECNICA guarantees that the Products are manufactured with high quality materials free from defects in materials and workmanship and in accordance with the specifications provided by the Manufacturer. Should the Client, having received the Products, notice either an apparent or a hidden defect, he shall communicate it in writing to FRENOTECNICA within 8 (eight) days from the date of delivery of the Products or within a different term established by law. The Client, at his own expenses, shall deliver the defective Products ex works FRENOTECNICA in accordance with the instructions given by FRENOTECNICA. Only in case a defect has actually been ascertained by FRENOTECNICA's quality control office, the defective parts of the product will be replaced. In any event, FRENOTECNICA's liability, as well as the liability of its agents and/or distributors and/or any other brokers shall not exceed the sale price of the Products. The guarantee shall not apply in case the Products have not been installed and maintained in accordance with the Instructions. FRENOTECNICA's liability does not exceed the limits set forth in this paragraph and no further guarantee, neither express nor implied, which may determine an extension of such liability, is hereby given. Except upon FRENOTECNICA's express written authorization, none of its agents and/or distributors and/or other brokers are authorized to give further guarantees other than those provided for in these Conditions. It should be observed that FRENOTECNICA guarantees the materials produced by its suppliers within the limits of the guarantees given by such suppliers to FRENOTECNICA.

7.2. Racing Products
7.2.1. Guarantees
The sale of “racing” Products shall be governed exclusively by the provisions set out below, which will be specified in the “racing Products Catalogue” in force at the time of acceptance of the order (hereinafter “Racing Catalogue”). The “racing” Products are designed and manufactured to be used exclusively in competitions in accordance with the specifications provided by the Manufacturer and, therefore, shall not be used on public roads. Thus, FRENOTECNICA shall not have any liability whatsoever in connection with the use of the Products in violation of such limits and/or in connection with the normal wear and tear and/or for problems linked to comfort or the presence of noise, vibrations or harsh riding characteristics of such Products, nor shall any “Product liability” apply in such cases. Any alteration of or tampering with the “racing” Products may endanger their safety and any guarantee given by FRENOTECNICA in respect of the Products will be terminated by any such alteration or tampering.

7.2.2. Installation and maintenance
FRENOTECNICA's “racing” Products shall be installed by highly qualified and competent professionals working in the “racing” field, who have been specifically trained to operate such kind of products. The “racing” Products shall be submitted to periodical maintenance. Detailed instructions for both installation and maintenance of such products are set forth in the Racing Catalogue. Thus, FRENOTECNICA shall not have any liability whatsoever in connection with Client's failure to comply with the instructions set forth in the Racing Catalogue and/or in connection with their inappropriate and/or incorrect installation on vehicles and/or with the lack of or incorrect maintenance of such Products, nor shall any “Product liability” apply in such cases.

7.2.3. Conditions of use
The Clients acknowledge and accept that due to the particular operative and environmental conditions under which the racing Products operate during competitions, such Products may be subject to use under extreme conditions, which may exceed the project limits and control as set by FRENOTECNICA. Thus, FRENOTECNICA shall not have any liability whatsoever in connection with the use of the “racing” Products under extreme conditions during the competitions, nor shall any “Product liability” apply in such case.

7.2.4. Limits to Contractual Guarantees and Complaints
FRENOTECNICA guarantees that the “racing” Products are manufactured with high quality materials, free from defects in materials and workmanship and in accordance with the specifications provided by the Manufacturer for “racing” Products. Should the Client, having received the “racing” Products, notice either an apparent or a hidden defect, he shall communicate it in writing to FRENOTECNICA within 8 (eight) days from the discovery of the faults, or within a different term established by law. The Client shall, at his own expenses, deliver the defective Products ex works FRENOTECNICA in accordance with the instructions given by FRENOTECNICA. Only in case a defect has actually been ascertained by FRENOTECNICA's quality control office, the defective parts of the “racing” Products will be replaced. In any event, FRENOTECNICA's liability, as well as the liability of its agents and/or distributors and/or any other brokers shall not exceed the sale price of the “racing” Products. The guarantee shall not apply in case the “racing” Products have not been installed and maintained in accordance with the instructions given by FRENOTECNICA. FRENOTECNICA's liability shall not exceed the limits set forth in this paragraph and no further guarantee, neither express nor implied, which may determine an extension of such liability, is hereby given. Except upon FRENOTECNICA's express written authorization, none of its agents and/or distributors and/or other brokers are authorized to give further guarantees other than those provided for in these Conditions.

8. Applicable law and Competent Court

The sale of the Products between FRENOTECNICA and the Client shall be governed by the laws of Italy. The Court of Rovereto (TN) shall have exclusive jurisdiction for any disputes that may arise in connection with these Conditions.