ANNEX A
GENERAL TERMS AND CONDITIONS CONCERNING
QUALITY, WARRANTY AND LIABILITY OF CONTRACT PRODUCTS

The present General Terms and Conditions are supplied by Metatron S.p.A., Company registered address in Italy, as Contract Products Manufacturer, to Purchasers ( i.e. Distributors or O.E.M. )

QUALITY, QUALIFICATION, VALIDATION AND MODIFICATION OF CONTRACT PRODUCTS

1. QUALITY
1.1 Metatron S.p.A.shall perform any and all the actions required to ensure that the Contract Products are of good quality.
1.2 In particular, Metatron S.p.A. shall establish and maintain in operation such control and manufacturing processes and systems which may be required for the purpose of ensuring, on a continuous and reliable basis, the delivery to the Purchaser of the Contract Products immune from any Defect.

2. TRACEABILITY
2.1 Metatron S.p.A. shall adopt and apply traceability procedures for all Contract Products subject to Standards and/or which may in any event affect safety.

3. DOCUMENTS
3.1 In the event that the Contract Products are subject to the application of European Standards (ECE R 110 / R10) or any other required by the Purchaser and accepted by Metatron S.p.A., Metatron S.p.A. shall make available only the Certificate concerning the qualification and/or homologation of the Contract Products.

4. AFTER-SALES SERVICE
4.1 Metatron S.p.A. shall provide the Purchaser, within a reasonable term before the commencing of the supply of the Contract Products with:
i) such information and technical cooperation as may be required to enable the Purchaser to establish the detailed technical specification of the relevant spare parts, to identify the sub-components of the Contract Products and to apply the relevant diagnosis and repair cycles, and
ii) the repair and diagnosis procedures required to provide service to the Contract Products covered by Metatron S.p.A. industrial property rights.

5. TERM OF SPARE PARTS SUPPLIES
5.1 Metatron S.p.A. shall supply to the Purchaser spare parts for the Contract Products, in such quantities and under such schedules as required in order to allow the Purchaser to meet its Customers’ after sales service and warranty requirements, in accordance with the best customer satisfaction standards, for a term of 10 (ten) years from the date on which the use of the Contract Products for first equipment (O.E.M.) has been discontinued.

6. SELF-CERTIFICATION AND SUPPLY CONFIRMATION
6.1 Metatron S.p.A. shall perform and/or shall have performed all tests and inspections agreed or required on the Control Plan and such additional tests and inspections as necessary to ensure, control and establish the compliance with Metatron drawing and specifications.
6.2 Metatron S.p.A. shall provide the Purchaser with an “End of Line” Test Report attached to each single regulator as evidence that control plan test have been passed.

7. QUALITY CERTIFICATION OF CONTRACT PRODUCTS
7.1 Metatron S.p.A. shall certify to the Purchaser that the Contract Products are of good quality, in accordance with the drawings and technical specifications issued by Metatron S.p.A. and accepted by the Purchaser.
7.2 Metatron S.p.A. warrants that all the Contract Products delivered to the Purchaser: (i) are in compliance with the terms, (ii) have been manufactured using appropriate materials, means and product processes, and (iii) have been verified with such control procedures as required (see Control Plan) to ensure that they are safe and comply with the terms.

8. INSPECTION
8.1 Upon written request of the Purchaser, Metatron S.p.A. shall allow individuals designated by the Purchaser to carry out inspections, controls and audits on the manufacturing processes, production means, working and/or inspection and testing methodologies used or applied by Metatron S.p.A.. The afore mentioned activities shall be carried out upon agreement between the Parties giving an early notice of at least 2 (two) months.

9. CHANGES REQUIRED BY METATRON S.P.A.
9.1 Metatron S.p.A. can implement product and process modifications, including suppliers, that do not affect technical drawing, product specifications prior and regulation approval, without prior approval from the customer.
9.2 In the event that changes affecting the costs or the interchangeability of the Contract Products are introduced, Metatron S.p.A. shall modify the relevant design number.

10. CHANGES REQUIRED BY PURCHASER
10.1 Metatron S.p.A. shall introduce the changes in the Contract Products requested in writing by the Purchaser, after evaluation that this changes do not impact on R110 / R10 approval and internal process; in case that the requested changes have impacts or need approval extension, change in process or cost increasing, Metatron, before acceptance, will send to the purchaser economical offer.
10.2 In the event that the Purchaser requires some changes to be made without prior notice, the Purchaser shall, unless otherwise agreed, pay for the Contract Products already manufactured or under manufacturing for an amount which in any case shall not exceed the total of:
i) the Contract Products to be delivered, according to the Purchaser’s request, during the month in which the change is required and during the following month;
ii) the half-finished products and raw materials for the production of the Contract Products whose delivery is requested for the second month following the month in which the change is required (except that a longer term is agreed between the Purchaser and Metatron S.p.A., in consideration of the particular nature of the half-finished product and/or raw material).
10.3 Such Contract Products processed or under processing and the relevant raw materials shall be considered for all purposes as sold to the Purchaser. Metatron S.p.A. shall comply with the Purchaser’s instructions about the destination or delivery of such Contract Products.
10.4 In the circumstances mentioned in the above paragraph, Metatron S.p.A. shall take all the steps required in order to limit to any possible extent the quantity of Contract Products modified or cancelled to be paid for by the Purchaser and shall comply with any agreement reached with the Purchaser in such respect or its instructions. Metatron S.p.A. shall allow the Purchaser to verify the above mentioned stock of Contract Product to be paid for by the Purchaser.

WARRANTY AND PRODUCT LIABILITY

11.1 NON-COMPLIANCE WITH THE TERMS
Metatron S.p.A. will guarantee goods against faulty workmanship and material for 24 (twenty-four) months from the date of Metatron S.p.A. shipping date to the Purchaser. Metatron S.p.A.’s responsibility is limited to the replacement of defective parts without labour charges.
Any change or modification carried out by the Purchaser or by any third party will automatically cause the expiration of the warranty period.

12. DEFECTIVENESS OF CONTRACT PRODUCTS
12.1 Should the Contract Products delivered to the Purchaser be found non compliant do drawing and /or Metatron specification, the Purchaser will inform Metatron S.p.A. at once and will send Metatron S.p.A. some pieces in order to be analyzed. Metatron S.p.A. shall analyse the defective Products and give explanation of the causes describing containment actions and definitive actions (8D Report). The subsequent actions to be taken shall have to be agreed by the Parties.

13. DEFECTS DETECTED AT THE PRODUCTION PLANT
13.1 Considering that the admission of the defect and eventual actions and charges at Metatron S.p.A. costs and expenses have to be previously agreed upon between Metatron S.p.A. and the Purchaser, if the Defect of the Contract Product is detected at the production plant for production purposes, the Purchaser shall have the right to pursue one or more of the following actions:
i) obtain from Metatron S.p.A., at Metatron S.p.A. costs and expenses, the immediate selection and replacement of the defective Contract Products and/or
13.2 Metatron S.p.A. will accept what stated at point 13.1 only after having carried out the analysis of the defective parts and after having recognized and ascertained that the cause of the defect is attributable to the Contract Products.

14. NOTICE OF CLAIMS
14.1 The Purchaser shall give notice to Metatron S.p.A. of any claim related to the rights referred to in Articles 12 and 13 herein within 10 (ten) days from the date the defect in the Contract Products has been discovered.
For product complaints, Metatron S.p.A. will make a defect analysis and provide a report inclusive of corrective actions implemented only if defective items are received by Metatron S.p.A. with a written and detailed report/claim from the Purchaser.

15. PRODUCTS LIABILITY
15.1 Metatron S.p.A. shall guarantee the compliance with the Regulatory Standards agreed with the Purchaser and specified in the contract and in the technical specification.
15.2 The Purchaser shall inform Metatron S.p.A. promptly after being informed of the violation of the agreed Standards, laws and rules or that a liability is being alleged in connection with the defect or safety lack of a Contract Product supplied by Metatron S.p.A.