ODEL General Conditions of Purchase

1. Definitions

In this document: (a) “Affiliate(s)” shall mean in the case of Supplier: any and all other companies, firms and legal entities with respect to which now or hereafter Supplier, directly or indirectly holds 50% or more of the nominal value of the issued share capital or 50% or more of the voting power at general meetings or has the power to appoint a majority of directors or otherwise to direct the activities of such company, firm or legal entity; (b) “Agreement” shall mean the binding contract formed as described in Clause 2.1 herein; (c) "Goods" shall mean both tangible and intangible goods, including software and related documentation and packaging. References to Goods shall, where appropriate, be deemed to include Services; (d) “Odel” shall mean the legal entity Odel s.r.l, via Lavoratori Autobianchi, 1 – Desio- Italy (e) “Services” shall mean the services to be performed by Supplier for Odel under

the Agreement; (f) “Supplier” shall mean each person or entity (including, where relevant, its Affiliates)

that enters into the Agreement.

2. Acceptance

2.1. These General Conditions of Purchase, together with the relevant Purchase Order issued by Odel,

set forth the terms under which Odel’ offers to purchase Goods and/or Services from Supplier. When

Supplier accepts Odel’ offer, either by acknowledgement, delivery of any Goods and/or commencement of performance of any Services, a binding contract shall be formed. Such Agreement is limited to these General Conditions of Purchase as specified on the face and reverse of this document, the relevant Purchase Order and any attachments. Odel does not agree to any proposed amendment, alteration, or addition by Supplier. The Agreement can be varied only in writing signed by Odel. Any other statement or writing of Supplier shall not alter, add to, or otherwise affect the Agreement.

2.2. Odel is not bound by and hereby expressly rejects Supplier’s general conditions of sale and any

additional or different terms or provisions that may appear on any proposal, quotation, price list,

acknowledgment, invoice, packing slip or the like used by Supplier. Course of performance, course of

dealing, and usage of trade shall not be applied to modify these General Conditions of Purchase.

2.3. All costs incurred by Supplier in preparing and submitting any acceptance of Odel offer shall be for

the account of Supplier.

3. Time of the Essence

Time is of the essence and all dates referred to in the Agreement shall be firm. In the event that Supplier

anticipates any difficulty in complying with any delivery date or any of its other obligations under the

Agreement, Supplier shall promptly notify Odel in writing.

4. Delivery of Goods

4.1. Unless expressly agreed otherwise in writing, all Goods shall be delivered FCA (named port or place

of departure) except that maritime transport shall be delivered FOB (named port of shipment) (as

defined in the Incoterms 2010) final destination determined by Odel.

4.2. Delivery shall be completed as per the applicable Incoterm , but this shall not constitute acceptance

of the Goods.

4.3. Supplier shall, concurrently with the delivery of the Goods, provide Odel with copies of all

applicable licenses. Each delivery of Goods to Odel shall include a packing list which contains at least (i)

the applicable order number, (ii) the Odel part number, (iii) the quantity shipped, and (iv) the date of

shipment.

4.4. Supplier shall make no partial delivery or delivery before the agreed delivery date(s). Odel

reserves the right to refuse delivery of Goods and return same at Supplier’s risk and expense if Supplier

defaults in the manner and time of delivery or in the rate of shipment. Odel shall not be liable for any

costs incurred by Supplier related to production, installation, assembly or any other work related to the

Goods, prior to delivery in accordance with the Agreement.

4.5. Any design, manufacturing, installation or other work to be performed by or on behalf of Supplier

under the Agreement shall be executed with good workmanship and using proper materials.

4.6. Supplier shall pack, mark and ship the Goods in accordance with sound commercial practices and

Odel’ specifications in such manner as to prevent damage during transport and to facilitate efficient

unloading, handling and storage, and all Goods shall be clearly marked as destined for Odel.

Notwithstanding the provisions of the applicable Incoterms, Supplier shall be responsible for any loss or

damage due to its failure to properly preserve, package, handle (before delivery as per the applicable

Incoterm) or pack the Goods; Odel shall not be required to assert any claims for such loss or damage

against the common carrier involved.

5. Changes to Goods

Supplier shall not, without prior written consent of Odel, make any changes affecting Goods, including

process or design changes, changes to manufacturing processes (including geographic location) changes

affecting electrical performance, mechanical form or fit, function, environmental compatibility, chemical

characteristics, life, reliability or quality of Goods or changes that could have significant impact upon

Supplier’s quality system.

6. Performance of Services

6.1. Supplier shall perform the Services with due skill and care, using the proper materials and

employing sufficiently qualified staff.

6.2. Supplier shall be fully liable for the acts and omissions of any and all third parties with which it has

contracted in connection with the Services.

6.3. Only written confirmation by Odel shall constitute acceptance of the Services performed.

7. Inspection, Testing, Rejection of Goods

7.1. Inspection, testing of or payment for the Goods by Odel shall not constitute acceptance.

Inspection or acceptance of or payment for the Goods by Odel shall not release Supplier from any of

its obligations, representations or warranties under the Agreement.

7.2. Odel may, at any time, inspect the Goods or the manufacturing process for the Goods. If any

inspection or test by Odel is made on the premises of Supplier, Supplier shall provide reasonable

facilities and assistance for the safety and convenience of Odel’s inspection personnel.

7.3. If Odl does not accept any of the Goods or Services, Odel shall promptly notify Supplier of such

rejection, and Clause 11 below shall apply. Within two (2) weeks from such notification, Supplier shall

collect the Goods from Odel at its own expense or shall promptly perform the Services in accordance

with Odel’ instructions. If Supplier does not collect the Goods within said two (2) week period, Odel

may have the Goods delivered to Supplier at Supplier's cost, or with the Supplier’s prior consent destroy

the Goods, without prejudice to any other right or remedy Odel may have under the Agreement or at

law. Goods or Services not accepted but already paid by Odel shall be reimbursed by Supplier to

Odel and Odel shall have no payment obligation for any Good or Service not accepted by Odel.

7.4. If, as a result of sampling inspection, any portion of a lot or shipment of like or similar items is found

not to conform to the Agreement, Odel may reject and return the entire shipment or lot without

further inspection or, at its option, complete inspection of all items in the shipment or lot, reject and

return any or all nonconforming units (or accept them at a reduced price) and charge Supplier the cost of such inspection.

8. Prices; Payment

8.1. Unless provided otherwise in the Purchase Order, title in the Goods shall pass to Odel at the time

risk is transferred to Odel pursuant to the applicable Incoterm.

8.2. All prices quoted in the Agreement shall be fixed prices. Supplier warrants that such prices are not

in excess of the lowest prices charged by Supplier to other similarly situated customers for similar

quantities of Goods or Services of like kind and quality.

8.3. (i) All prices are gross amounts but exclusive of any value added tax (VAT), sales tax, GST,

consumption tax or any other similar tax only. (ii) If the transactions as described in the Agreement are

subject to any applicable VAT, sales tax, GST, consumption tax or any other similar tax, Supplier may

charge VAT, sales tax, GST, consumption tax or any other similar tax to Odel, which shall be paid by

Odel in addition to the prices quoted. Supplier is responsible for paying any applicable VAT, sales tax,

GST, consumption tax or any other similar tax to the appropriate (tax) authorities. At or after the time

delivery has been completed as per Clause 4.2 but ultimately within six months from delivery, Supplier

shall issue an invoice meeting all applicable legal and fiscal requirements and which shall contain: (i) the

Odel purchase order number, and (ii) wording that shall allow Odel to take advantage of any

applicable “input” tax deduction. In addition, Supplier shall inform Odel whether Odel is allowed to

apply for an exemption if and to the extent allowed under applicable law in such specific situation.

8.4. Any license fees shall be included in the price.

8.5. Subject to the acceptance of the Goods and/or Services by Odel, and unless provided otherwise in

the Purchase Order, payment shall be made as follows: (a) if the Odel ordering entity is located in EU,

within sixty (60) days from receipt of the correct invoice; or (b) if the Odel ordering entity is located in

APAC or LATAM (except for Brazil), within ninety (90) days from the end of the month of the receipt of

the correct invoice in accordance with 8.3 in the proper form; or (c) if the Odel ordering entity is

located in another part of the world, within sixty (60) days from the end of the month of the

receipt of the correct invoice in accordance with 8.3 in the proper form.

8.6. If Supplier fails to fulfill any of its obligations under the Agreement, Odel may suspend payment to

Supplier upon notice to Supplier.

9. Warranty

9.1. Supplier represents and warrants to Odel that:

(a) all Goods are suitable for the intended purpose and shall be new, merchantable, of good quality

and free from all defects in design, materials, construction and workmanship;

(b) all Goods strictly comply with the specifications, approved samples and all other

requirements under the Agreement;

(c) all required licenses in relation to the Goods are and shall remain valid and in place, that the

scope of such licenses shall properly cover the intended use of the Goods and all such licenses shall

include the right to transfer and the right to grant sublicenses;

(d) all Goods shall be free from any and all liens and encumbrances; (i) all Goods have been designed,

manufactured and delivered, and all Services have been provided in compliance with all applicable laws

(including labor laws), regulations, EC Directive 2001/95 on General Product Safety and the then current

Supplier Sustainability Declaration (ii) Goods and Services are provided with and accompanied by all information and instructions necessary for proper and safe use;

(e) all its packaging, components and or Goods supplied to Odel comply with the Regulated

Substances List (RSL).

Supplier shall furnish to Odel any information required to enable Odel to comply

with such laws, rules, and regulations in its use of the Goods and Services. Supplier agrees that, upon

request of Odel, it shall register and use BOMcheck (www.bomcheck.net) to make substance

compliance declarations including ROHS, REACH and other applicable regulatory requirements by making

declarations in BOMcheck to fully comply with the Odel RSL, unless otherwise agreed with Odel;

(f) it will also adhere to future RSL changes following notification from BOMcheck or other nonregistered

correspondence and is and will be fully compliant with the updated Odel RSL within 3

months of receiving the notification, unless otherwise agreed with Odel. Odel may reject deliveries

that do not comply with these requirements.

(g) the Goods will be accompanied by written and detailed specifications of the composition and

characteristics of the Goods, to enable Odel to transport, store, process, use and dispose of such Goods

safely and in compliance with law.

(h) all Goods do not violate or infringe any third party domestic or foreign patent, copyright (including

portrait rights and moral rights), trade secret, trademark or other intellectual property rights.

9.2. These warranties are not exhaustive and shall not be deemed to exclude any warranties set by law,

Supplier’s standard warranties or other rights or warranties which Odel may be entitled to. These

warranties shall survive any delivery, inspection, acceptance, payment or resale of the Goods, and shall

extend to Odel and its customers. Acceptance of, or payment for, all or any part of the Goods or

Services furnished under the Agreement shall not be deemed to be a waiver of Odel’ right to cancel or

return or reject all or any part thereof because of failure to conform to order or by reason of defects,

latent or patent, or other breach of warranties, or to make any claim for damages, including

manufacturing costs and loss of profits or other special damages incurred by Odel.

9.3. Without prejudice to any other rights accruing under the Agreement or law, the warranties set

forth in Article 9.1 will subsist for a period of thirty‐six (36) months from the date of delivery as per

Clause 4.2, or such other period as agreed in the Agreement (the “Warranty Term”). Goods repaired or

replaced within the Warranty Term are warranted for the remainder of the original Warranty Term of

said Goods, or twelve (12) months following the delivery date of such repaired or replaced Goods,

whichever is longer.

10. Open Source Software Warranty

Unless the inclusion of same is specifically authorized in writing by duly authorized officers of Odel and

unless otherwise stated in the Agreement, Supplier represents and warrants that the Goods do not

include any portion of any Open Source Software. As used herein, “Open Source Software” shall mean:

(a) any software that requires as a condition of use, modification and/or distribution of such

software, that such software: (i) be disclosed or distributed in source code form; (ii) be licensed for the

purpose of making derivative works; (iii) may only be redistributed free from enforceable intellectual

property rights; and/or

(b) any software that contains, is derived from, or statically or dynamically links to, any software

specified under 10(a).

11. Nonconformity of Goods or Services

11.1. If any Goods or Services are defective or otherwise do not conform to the requirements of the

Agreement, Odel shall notify Supplier and may, without prejudice to any other right or remedy

available to it under the Agreement or at law, at its sole discretion:

(a) claim a full refund of the price paid to Supplier; or

(b) require Supplier promptly to remedy the non‐conformance or to replace the nonconforming

Goods with Goods meeting the specifications.

11.2. Supplier shall bear all cost of repair, replacement and transportation of the nonconforming Goods,

and shall reimburse Odel in respect of all costs and expenses (including, without limitation, inspection,

handling and storage costs) reasonably incurred by Odel in connection therewith.

11.3. Risk in relation to the nonconforming Goods shall pass to Supplier upon the date of notification

thereof.

12. Ownership and Intellectual Property

12.1. All machinery, tools, drawings, specifications, raw materials and any other property or materials

furnished to Supplier by or for Odel, or paid for by Odel, for use in the performance of the

Agreement, shall be and remain the sole exclusive property of Odel and shall not be furnished to any

third party without Odel’ prior written consent, and all information with respect thereto shall be

confidential and proprietary information of Odel. In addition, any and all of the foregoing shall be used

solely for the purpose of fulfilling orders from Odel, shall be marked as owned by Odel, shall be held

at Supplier’s risk, shall be kept in good condition and, if necessary, shall be replaced by Supplier at

Supplier’s expense, shall be subject to periodic inventory check by Supplier as reasonably requested from

time to time by Odel, and shall be returned promptly upon Odel’ first request. Except as otherwise

expressly agreed in writing, Supplier agrees to furnish at its own expense all machinery, tools, and raw

materials necessary to perform its obligations under the Agreement.

12.2. Supplier represents and warrants to Odel that the Goods and Services do not and shall not,

alone or in any combination, infringe or violate any patent, trademark, copyright (including portrait

rights and moral rights), trade name, trade secret, license or other proprietary right of any other party

(including Supplier’s employees and subcontractors), and (ii) that it holds all rights, title and interest

necessary to license to Odel any intellectual property right (including patents, trademarks, copyrights,

trade names, trade secret, licenses or other proprietary right) of every component of the Goods and/or

Services provided to Odel, as a whole or as integrated part of another Good/Service, including but not

limited to machinery, tools, drawings, designs, software, demos, moulds, specifications or pieces.

12.3. Odel shall retain all rights in any samples, data, works, materials and intellectual and other

property provided by Odel to Supplier. All rights in and titles to deliverables (including future

deliverables) and other data, reports, works, inventions, know‐how, software, improvements, designs,

devices, apparatus, practices, processes, methods, drafts, prototypes, products and other work product

or intermediate versions thereof produced or acquired by Supplier, its personnel or its agents for Odel

under the Agreement (the “Work Product”) shall become Odel’ property. Supplier shall execute and

deliver any documents and do such things as may be necessary or desirable in order to carry into effect

the provisions of this Clause 12.3.

12.4. Supplier shall not have any right, title or interest in or to any of Odel’ samples, data, works,

materials, trademarks and intellectual and other property nor shall the supply of Goods and/or Services

alone or in any combination, or the supply of packaging containing Odel' trademarks or trade names

give Supplier any right or title to these or similar trademarks or trade names. Supplier shall not use any

trademark, trade name or other indication in relation to the Goods or Services alone or in any

combination without Odel’ prior written approval and any use of any trademark, trade name or other

indication as authorized by Odel shall be strictly in accordance with the instructions of and for the

purposes specified by Odel.

12.5. Supplier shall not, without Odel' prior written consent, publicly make any reference to Odel,

whether in press releases, advertisements, sales literature or otherwise.

13. Intellectual Property Indemnification

13.1. Supplier shall indemnify and hold harmless Odel, its Affiliates, agents and employees and any

person selling or using any of Odel’ products in respect of any and all claims, damages, costs and

expenses (including but not limited to loss of profit and reasonable attorneys’ fees) in connection with

any third party claim that any of the Goods or Services alone or in any combination or their use infringes

any patent, trademark, copyright (including portrait rights and moral rights), trade name, trade secret,

license or other proprietary right of any other party or any intellectual property right, or, if so directed by

Odel, shall defend any such claim at Supplier’s own expense.

13.2. Odel shall give Supplier prompt written notice of any such claim, provided, however, any delay

in notice shall not relieve Supplier of its obligations hereunder except to the extent it is prejudiced by

such delay. Supplier shall provide all assistance in connection with any such claim as Odel may

reasonably require.

13.3. If any Goods or Services alone or in any combination, supplied under the Agreement are held to

constitute an infringement or if their use is enjoined, Supplier shall, as directed by Odel, but at its own

expense: either

(a) procure for Odel or customers the right to continue using the Goods or Services alone or in

any combination; or

(b) replace or modify the Goods or Services alone or in any combination with a functional,

non‐ infringing equivalent.

13.4. If Supplier is unable either to procure for Odel the right to continue to use the Goods or Services

alone or in any combination or to replace or modify the Goods or Services alone or in any combination

in accordance with the above, Odel may terminate the Agreement and upon such termination,

Supplier shall reimburse to Odel the price paid, without prejudice to Supplier's obligation to indemnify

Odel as set forth herein.

14. Indemnification

Supplier shall indemnify and hold harmless Odel, its Affiliates, agents and employees and anyone

selling or using any of Odel’ products, from and against all suits, actions, legal or administrative

proceedings, claims, demands, damages, judgments, liabilities, interest, attorneys’ fees, costs and

expenses of whatsoever kind or nature (including but not limited to special, indirect, incidental,

consequential damages), whether arising before or after completion of the delivery of the Goods or

performance of the Services covered by the Agreement, in any manner caused or claimed to be caused

by the acts, omissions, faults, breach of express or implied warranty, breach of any of the provisions of

this Agreement, or negligence of Supplier, or of anyone acting under its direction or control or on its

behalf, in connection with Goods or Services furnished by Supplier to Odel under the Agreement.

15. Compliance with Laws

Supplier shall at all times comply with all laws, rules, regulations, and ordinances applicable to the

Agreement, including, but not limited to, all fair labor, equal opportunity, and environmental

compliance laws, rules, regulations, and ordinances. Supplier shall furnish to Odel any information

required to enable Odel to comply with any applicable laws, rules, and regulations in its use of the

Goods and Services. If Supplier is a person or legal entity doing business in the United States, and the

Goods and/or Services are sold to Odel under federal contract or subcontract, all applicable

procurement regulations required by federal statute or regulation to be inserted in contracts or

subcontracts are hereby incorporated by reference. Additionally, if Supplier is a person or legal entity

doing business in the United States, the Equal Employment Opportunity Clauses set forth in 41 Code of

Federal Regulations, Chapters 60‐1.4, 60‐250.5, and 60‐741.5, are hereby incorporated by reference.

16. Personal Data

16.1. Where Supplier in the performance of the Agreement processes personal data (as defined by

applicable law) of Odel’ employees, contractors or business partners (hereafter collectively referred to

as “Personal Data”), then Supplier agrees and warrants that Supplier shall:

(a) comply with all privacy and data protection law and regulations applicable to its Services.

(b) process Personal Data only insofar necessary for the Services rendered to Odel and as

permitted or required by law; (c) keep the Personal Data confidential;

(d) take appropriate technical, physical and organizational security measures to protect the Personal

Data against loss, unauthorized or unlawful processing; and

(e) promptly inform Odel of any actual or suspected security incident involving the Personal Data.

16.2. To the extent that Supplier allows a (sub)contractor to process the Personal Data, Supplier shall

ensure that it binds such (sub)contractor to obligations which provide a similar level of protection as this

Clause 16.

16.3. Supplier shall, upon the termination of the Agreement, securely erase or destroy all records or

documents containing the Personal Data. Supplier accepts and confirms that it is solely liable for any

unauthorized or illegal processing or loss of the Personal Data, if Supplier fails to erase or destroy the

Personal Data upon termination of the Agreement.

16.4 Supplier shall indemnify and hold harmless Odel, their officers, agents and personnel from any

damages, fines, losses and claims arising out of a breach of Clauses 16.1, 16.2 and 16.3.

17. Export Controls Compliance

17.1 Supplier agrees and warrants that it will comply with all applicable international and national

export control laws and regulations and it will not export or re‐export, directly or indirectly, any

information, goods, software and/or technology to any country for which the European Union or the

United States of America or any other country, at the time of export or re‐export, requires an export

license or other governmental approval, without first obtaining such license or approval.

17.2 Supplier agrees to inform Odel in writing whether or not the supplied information, goods,

software and/or technology is US controlled and/or controlled under the export control laws of its own

country, and if so, Supplier will inform Odel about the extent of the restrictions (including but not

limited to export control legal jurisdiction, export control classification numbers, export control licenses

and/or CCATS as applicable).

17.3 Supplier shall obtain all international and national export licenses or similar permits required under

all applicable export control laws and regulations and shall provide Odel with all information required

to enable Odel and its customers to comply with such laws and regulations.

17.4 Supplier agrees to indemnify and hold Odel harmless from any claims, liabilities, penalties,

forfeitures, and associated costs and expenses (including attorney’s fees), which Odel may incur due to

Supplier’s non‐compliance with applicable laws, rules and regulations. Supplier agrees to notify Odel

promptly of Supplier’s receipt of any such notice of a violation of any export control related law, rule or

regulation, which may affect Odel.

18. Customs Compliance

18.1 On an annual basis, or upon earlier request of Odel, Supplier shall provide Odel with a supplier

declaration of origin in relation to the Goods sufficient to satisfy the requirements of (i) the customs

authorities of the country of receipt, and (ii) any applicable export licensing regulations, including those

of the United States. In particular, the declaration should explicitly mention whether the Goods, or part

thereof, have been produced in the United States or originate in the United States. Dual‐use Goods, or

otherwise classified Goods supplied by Supplier should be clearly identified by their classification code.

18.2 For all Goods that qualify for application of Regional or Free Trade Agreements, General Systems of

Preference or other preferential arrangements, it is the responsibility of the Supplier to deliver products

with the appropriate documentary evidence (e.g. Supplier’s declaration, preferential origin

certificate/invoice declaration) to confirm the preferential origin status.

18.3 Supplier shall mark every Good (or the Good’s container if there is no room on the Good itself)

with the country of origin. Supplier shall, in marking the Goods, comply with the requirements of the

customs authorities of the country of receipt. If any Goods are imported, Supplier shall when possible

allow Odel to be the importer of record. If Odel is not the importer of record and Supplier obtains

duty drawback rights to the Goods, Supplier shall, upon Odel request, provide Odel with documents

required by the customs authorities of the country of receipt to prove importation and to transfer duty

drawback rights to Odel.

19. Limitation of Liability

19.1. Neither Party excludes or limits its liability for death or personal injury arising from its own

negligence, fraud, or for any liability that cannot by law be excluded or limited.

19.2 Subject to Clause 19.1, IN NO EVENT SHALL ODEL BE LIABLE UNDER ANY THEORY OF LIABILITY,

FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHICH INCLUDES

WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, LOST BUSINESS OPPORTUNITIES,

LOSS OF IMAGE OR LOST DATA, EVEN IF ODEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES and in no event shall Odel be liable to Supplier, its successors or assigns for damages in

excess of the amount due to Supplier for complete performance under the Agreement, less any

amounts already paid to Supplier by Odel.

20. Force Majeure

In the event that Supplier is prevented from performing any of its obligations under the Agreement for

reason of force majeure (being an event unforeseeable and beyond the control of Supplier) and Supplier

has provided sufficient proof for the existence of the force majeure, the performance of the obligation

concerned shall be suspended for the duration of the force majeure. Odel shall be entitled to

terminate the Agreement with immediate effect by written notice to Supplier, immediately if the

context of the non‐performance justifies immediate termination, and in any event if the circumstance

constituting force majeure endures for more than thirty (30) days and, upon such notice, Supplier shall

not be entitled to any form of compensation in relation to the termination. Force majeure on the part of

Supplier shall in any event not include shortage of personnel or production materials or resources,

strikes, not officially declared epidemic or pandemic, breach of contract by third parties contracted by

Supplier, financial problems of Supplier, nor the inability of Supplier to secure the necessary licenses in

respect of software to be supplied or the necessary legal or administrative permits or authorizations in

relation to the Goods or Services to be supplied.

21. Suspension and Termination

21.1. Without prejudice to any other right or remedy available to Odel under the Agreement or at law,

Odel shall be entitled at its discretion to suspend the performance of its obligations under the

Agreement in whole or in part or to terminate the Agreement in whole or in part by means of written

notice to Supplier in the event that:

(a) Supplier files a voluntary petition in bankruptcy or any voluntary proceeding relating to

insolvency, receivership, liquidation, assignment for the benefit or creditors or similar proceeding;

(b) Supplier becomes the subject of a petition in bankruptcy or any proceeding relating to

insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding

(c) Supplier ceases or threatens to cease to carry on business in the ordinary course;

(d) Supplier breaches any of its obligations under the Agreement or Odel’, in its reasonable

discretion, determines that Supplier cannot or shall not deliver the Goods or perform the Services as

required, or

(e) Supplier fails to provide adequate assurance of performance following request by Odel.

21.2. Odel shall not be liable to Supplier by virtue of such termination.

22. Confidentiality

22.1. Supplier shall treat all information provided by or on behalf of Odel or generated by Supplier for

Odel under the Agreement as confidential. All such information shall be used by Supplier only for the

purposes of the Agreement. Supplier shall protect Odel’ information using not less than the same

degree of care with which it treats its own confidential information, but at all times shall use at least

reasonable care. All such information shall remain the property of Odel and Supplier shall, upon

Odel’ demand, promptly return to Odel all such information and shall not retain any copy thereof.

22.2. The existence and the contents of the Agreement shall be treated as confidential by Supplier.

23. Miscellaneous

23.1. Supplier will maintain comprehensive or commercial general liability insurance (including products

liability, property damage and personal injury liability, and any other liability as may be requested by

Odel) with, unless otherwise agreed by Odel, a minimum limit of five million Euro for claims of bodily

injury, including death, and any other damages that may arise from use of the Goods or Services or acts

or omissions of Supplier under the Agreement. Such insurance policies will be written with appropriately

licensed and financially responsible insurers. Supplier shall inform Odel of any cancellation or reduction

in coverage with a minimum of 30 days prior written notice. Certificates of insurance evidencing the

required coverage and limits and insurance policies shall be furnished to Odel upon Odel‘request.

23.2. Supplier shall provide Goods and render Services hereunder as an independent contractor and

not as an agent of Odel and nothing contained in the Agreement is intended to create a partnership,

joint venture or employment relationship between the parties irrespective of the extent of economic

dependency of Supplier on Odel.

23.3. Supplier shall not subcontract, transfer, pledge or assign any of its rights or obligations under the

Agreement without the prior written consent of Odel. Any such pre‐approved subcontracting, transfer,

pledge or assignment shall not release Supplier from its obligations under the Agreement.

23.4. The rights and remedies reserved to Odel are cumulative and are in addition to any other or

future rights and remedies available under the Agreement, at law or in equity.

23.5. Supplier shall provide Odel written notice of all product discontinuances twelve (12) months

prior to the last order date, including as a minimum Odel part numbers, substitutions, and last order

and shipment dates.

23.6. Neither the failure nor the delay of Odel to enforce any provision of the Agreement shall

constitute a waiver of such provision or of the right of Odel to enforce each and every provision of the

Agreement. No course or prior dealings between the parties and no usage of the trade shall be relevant

to determine the meaning of the Agreement. No waiver, consent, modification or amendment of the

terms of the Agreement shall be binding unless made in a writing specifically referring to the Agreement

signed by Odel and Supplier.

23.7. In the event that any provision(s) of these General Conditions of Purchase and of the Agreement

shall be held invalid, unlawful or unenforceable by a court of competent jurisdiction or by any future

legislative or administrative action, such holding or action shall not negate the validity or enforceability

of any other provisions of the Agreement. Any such provision held invalid, unlawful or unenforceable,

shall be substituted by a provision of similar import reflecting the original intent of the clause to the

extent permissible under applicable law.

23.8. All terms and conditions of the Agreement which are destined, whether express or implied, to

survive the termination or the expiration of the Agreement, including but not limited to Warranty,

Intellectual Property, Confidentiality and Personal Data, shall survive.

23.9. The Agreement shall be governed by and construed in accordance with the Italian laws.

23.10. Supplier and Odel each consents to the exclusive jurisdiction of the competent courts in (i) the

country or state in which the Odel ordering entity is located; or (ii), at the option of Odel, the

jurisdiction of the entity of Supplier to which the order was placed, or (iii), at the option of Odel, for

arbitration in which case Clause 23.11 applies. Supplier hereby waives all defenses of lack of personal

jurisdiction and forum non‐convenience.

23.11. If so chosen by Odel in accordance with Clause 23.10, any dispute, controversy or claim arising

out of or in connection with this Agreement, or their breach, termination or invalidity shall be finally

settled solely under the International Chamber of Commerce Rules of arbitration, which Supplier and

Odel declare to be known to them. Supplier and Odel agree that: (i) the appointing authority shall be

the ICC‐International Chamber of Commerce of Milano, Italy (ii) there shall be three (3) arbitrators; (iii)

arbitration shall take place in the jurisdiction of the Odel ordering entity or, at the option of Odel, the

jurisdiction of the Supplier’s entity having received the order; (iv) the language to be used in the

arbitration proceedings shall be English; and (v) the material laws to be applied by the arbitrators shall be the laws as determined under Clause 23.9.

23.12. The United Nations Convention on International Sale of Goods shall not apply to the Agreement.

Odel General Conditions of Purchase

Version July 2013