GENERAL TERMS OF SALE

1. SCOPE 1.1 These general terms of sale apply to all contractual relations between Gruppo Peroni

Eventi and its Customers, referring in particular to: the conception, organisation and staging, in Italy and overseas, of events, congresses, conferences, product presentations, events and spectacles in general, and to the supply of all related items, works and/or services; communication, advertising, promotion and marketing activities, public relations and sponsorships, including printing and publishing activity; and the conception, design and creation of websites, videos and any other form of communication in general (hereafter referred to as the “General Terms”).

1.2 Any changes made to the General Terms shall be approved expressly and in writing by Gruppo Peroni Eventi (with the possible addition of “Special Terms”) or may be specified in the document produced by Gruppo Peroni Eventi, called “SALE ORDER”.

1.3 The General Terms shall be taken as being understood by the Customer in all cases in which the offer transmitted by Gruppo Peroni Eventi (hereafter the “Offer”) is accepted, explicitly or implicitly. 1.4 Unless otherwise agreed, the Offer shall be valid for up to fifteen (15) days from the date on which it is sent to the Customer.

2. WITHDRAWAL. 2.1 Without prejudice to the provisions herein, in particular articles 3.6), 5.1), 6.4) and 8.2) below, Gruppo Peroni Eventi may withdraw from the contractual relationship, for whatever reason, within 15 (fifteen) days of the date on which the Offer is explicitly or implicitly accepted, without being required to compensate and/or indemnify the Customer.

2.2 If there are grounded reasons for doing so, the Customer may withdraw from the contractual agreement by sending a written communication by mail or fax, as follows:

- if exercised within 5 (five) days of the Offer being accepted, the Customer shall pay to Gruppo Peroni Eventi a penalty corresponding to 20% of the agreed consideration;

- if exercised in the period going from the 6th (sixth) to the 30th (thirtieth) day after that on which the Offer is accepted, the Customer shall pay to Gruppo Peroni Eventi a penalty corresponding to 50% of the agreed consideration;

- if exercised after the 30th (thirtieth) day after that on which the Offer is accepted, and in any case not within 10 (ten) days of the agreed event start date, the Customer shall pay to Gruppo Peroni Eventi a penalty corresponding to 70% of the agreed consideration;

- if exercised in the 10 (ten) days prior to the agreed event start date, the Customer shall pay to Gruppo Peroni Eventi a penalty corresponding to 100% of the agreed consideration.

3. CONSIDERATION. 3.1 Unless otherwise agreed, the consideration shall be paid via bank transfer, as per the procedures, terms and conditions set forth in the Offer or, if no specific indications are given, within 30 (thirty) days of the date on which the invoice is issued (hereafter the “Consideration”). 3.2 Possible extensions to payment time limits shall be valid only if they are granted in writing by Gruppo Peroni Eventi. 3.3 In the event of late payment of the Consideration, default interest shall be charged, the rate of which determined by law, and calculated on a daily basis. 3.4 If the Consideration is not paid or paid late, Gruppo Peroni Eventi may decide not to commence, or to suspend, execution of the assignment, or to withhold materials belonging to the Customer or request the return of any items, materials and/or documents already given to the Customer, any may also order the immediate stoppage of copying, in any form, without prejudice to the right to terminate without formality the contractual agreement, and to seek compensation for any further damages incurred.

3.5 Before commencing execution of the assignment, and at its full discretion, Gruppo Peroni Eventi may ask for the payment of advances for Consideration increases.

3.6 Gruppo Peroni Eventi may ask the Customer to provide suitable guarantees, including bank guarantees, and may, if within 5 days of the request the Customer has not provided the requested guarantees, suspend its work and withdraw from the contractual agreement. If work is suspended, or the right of withdrawal is exercised, Gruppo Peroni Eventi will be entitled to receive Consideration for that part of the assignment already carried out up to the date on which the suspension and/or withdrawal occurs.

3.7 If for the same assignment two or more Customers are involved, each Customer shall be jointly and severally liable towards Gruppo Peroni Eventi for all payment obligations.

4. EXECUTION OF THE ASSIGNMENT.
4.1 Gruppo Peroni Eventi undertakes to carry out the assignment with all due diligence and in full compliance with the terms, conditions and methods of execution agreed upon with the Customer.
4.2 Gruppo Peroni Eventi may make full or partial use of the collaboration of one or more suitable individuals and/or enterprises, in terms of organisation and technical and professional expertise, when carrying out the assignment, and expressly undertakes to see that the instructions, methods, terms and any other procedure agreed upon with the Customer are complied with by its collaborators, with Gruppo Peroni Eventi remaining fully liable towards the Customer.
4.3 If in carrying out the assignment a sample of the single commissioned product is required, Gruppo Peroni Eventi shall create and produce the commissioned products only once the Customer has expressly accepted the made sample, within the agreed time limit.

4.4 If the Customer fails to accept and/or delays acceptance of the sample, it will be asked to reimburse Gruppo Peroni Eventi for all costs incurred in the making of the sample, while Gruppo Peroni Eventi will be obliged to give back all unused materials and any equipment provided by the Customer.

4.5 Should the execution of the assignment entail the transportation of persons and/or things from one place to another, Gruppo Peroni Eventi may make use of one or more individuals and/or enterprises able to provide such transportation services. Gruppo Peroni Eventi shall not be held liable towards the Customer for any damage suffered, during transportation, to persons and/or things, including the loss and/or theft of luggage, with the subject commissioned to provide transportation services being direct responsible in relations with the Customer.

4.6 Except as stated in article 4.5 above, if the Customer wishes to insure itself against damage caused during transportation to persons and/or things, including loss and/or theft of luggage, it must ask Gruppo Peroni Eventi, when accepting the Offer, to activate the “Medical-Luggage” Policy, meeting all relative costs and liability limits.

4.7 If the assignment includes the creation/production of scenery, sets or technical installations, these should always be considered as being rented out to the Customer, even though not specified in the estimate. The Customer make a purchase request, which must be expressed clearly and agreed upon before entering production.

5. MATERIALS SUPPLIED BY THE CUSTOMER.
5.1 The Customer shall supply any materials, products, documentation in general and/or media, including digital media, by no later than the time limit expressly agreed upon with Gruppo Peroni Eventi. Without prejudice to the right of withdrawal, if the Customer fails to meet the above deadline Gruppo Peroni Eventi may refuse the Customer’s consignment of said materials, or accept the delivery and request a time extension for the completion of the assignment and an increase in the Consideration; it may also seek compensation for any damages suffered due to the delayed consignment, including the possible hiring of third parties.

5.2 Gruppo Peroni Eventi undertakes to take the utmost care in handling all materials, products, documents and/or media, including digital media, supplied by the Customer. Should said materials be lost, destroyed or damaged, Gruppo Peroni Eventi shall in any case be liable only in the event of fraud or gross negligence.

5.3 In those cases in which the execution of the assignment entails the use of unique, precious or irreplaceable items, the Customer shall insure such items before it delivers them to Gruppo Peroni Eventi, thus exempting Gruppo Peroni Eventi from any and all liability, also towards third parties.

5.4 If the materials supplied by the Customer are different from those agreed upon in terms of their nature and/or quality, and this entails for Gruppo Peroni Eventi a greater burden and higher operating costs, the latter may make a simple request for reimbursement of the greater costs incurred.

5.5 If the materials supplied by the Customer have faults and/or defects and, in any case, are not suitable for the execution of the assignment, Gruppo Peroni Eventi may, at its discretion, decide not to commence or to suspend the assignment or ask the Customer, within the specified time limit, to immediately replace the faulty and/or defective materials.

5.6 Without prejudice to the provisions of article 5.5) above, Gruppo Peroni Eventi shall under no circumstances be held liable for the possible use of faulty materials, and shall be entitled to seek compensation for any damage caused to it and to third parties due to the non-replacement or delayed replacement of the faulty materials.

5.7 If the rights of third parties are damaged or any laws are infringed due to the use of materials supplied by the Customer, Gruppo Peroni Eventi may under no circumstances be obliged by the Customer to use such materials.

6. CHANGES DURING THE ASSIGNMENT.
6.1 And changes and/or additions and/or deletions requested by the Customer, in relation to agreed methods for the assignment, shall be accepted in advance and in writing by Gruppo Peroni Eventi. The Customer will in any case be required to give Gruppo Peroni Eventi an increase in the Consideration in proportion to the type and extent of the requested change, and grant a time extension for the completion of the assignment in proportion to the amount and difficulty in performing the new ordered works.

6.2 Unless otherwise agreed, Gruppo Peroni Eventi will also be entitled to an increase in the Consideration should it make changes and/or additions and/or deletions requested by the Customer within the originally agreed time limit.

6.3 If, for the perfect execution of the assignment, or in the presence of absolute rights of third parties or compulsory legislation, it is necessary to makes changes and/or additions and/or deletions, Gruppo Peroni Eventi is hereby expressly authorised to make such changes, without prejudice to its right to an increase in the Consideration, and to be granted a time extension for completing the assignment in proportion to the nature and extent of said changes.

6.4 Without prejudice to the provisions of article 6.3) above, should said changes entail changes to the nature and type of task assigned, also in terms of costs, Gruppo Peroni Eventi may withdraw from the contractual agreement, and be entitled to request payment of the Consideration for activities already performed and/or, in any case, commissioned to third parties.

6.5 If during the course of the assignment unforeseeable circumstances, or events occurring for which the Customer is responsible or at fault, lead to increases in the cost of materials or of labour or a greater burden and/or operational difficulties, Gruppo Peroni Eventi shall be entitled to request a review of the Consideration. This increase shall be in proportion to the increase in costs incurred by Gruppo Peroni Eventi.

7. EXECUTION OF ASSIGNMENT: TIME FRAMES AND PLACES.

Gruppo Peroni Eventi undertakes to comply with the time frames and places expressly agreed upon for execution of the assignment or subsequently amended in accordance with and for the purposes of the provisions herein.

8. FORCE MAJEURE.

8.1 Gruppo Peroni Eventi will be exempted from carrying out the assignment should it prove impossible to complete it due to fortuitous or force majeure events, taken to mean all circumstances that were unforeseeable at the time the Offer was submitted, and in any case inevitable events, the occurrence of which is not due to actions or non-actions ascribable to Gruppo Peroni Eventi and which, due to their nature and extent, are such as to prevent the fulfilment of contractual obligations.

8.2 Should these conditions persist for more than 8 (eight) consecutive days, or in any case for 15 (fifteen) cumulative days, Gruppo Peroni Eventi may, in a written communication, withdraw from the contract with immediate effect, and the Customer will in any case be obliged to pay the Consideration regarding the work already performed prior to the occurrence of the force majeure event.

8.3 If Gruppo Peroni Eventi does not enforce the right of withdrawal it will be entitled to an increase in the Consideration and to an extension of the time limit for completing the assignment; the new deadline will be fixed by mutual agreement in relation to the occurring impediment.

9. FAULTS AND DEFECTS.
9.1 Any faults and/or defects shall be communicated, in writing, by the Customer no later than 8 (eight) days from the start of the event or, for the supply of any product, no later than 8 (eight) days from the date on which the product is delivered.
9.2 If Gruppo Peroni Eventi acknowledges the presence of the fault and/or defect it may, at its discretion, remedy the disputed fault and/or defect, possibly replacing the item, or grant the Customer a reduction in the Consideration.
9.3 The Customer shall carefully keep and make available to Gruppo Peroni Eventi any materials and/or items which it claims to be faulty and/or defective for necessary testing by Gruppo Peroni Eventi or by designated third parties.
9.4 Gruppo Peroni Eventi may under no circumstances be held liable, also towards third parties in general, for faults and/or defects, including the functioning of items and products, caused by instructions and/or orders given by the Customer or by any materials, products and/or documents supplied by the Customer.

9.5 Liability shall in any case be limited to the liability limits set forth in the insurance policy taken out by Gruppo Peroni Eventi.

9.6 Gruppo Peroni Eventi shall in no way be held liable for any loss in sales revenue and/or income attributed by the Customer to the way the assignment is executed by Gruppo Peroni Eventi.

10. INSURANCE.
10.1 Within the scope of the contractual agreement entered into with the Customer, Gruppo Peroni Eventi will provide the following insurance coverage:
- Third party Civil liability Policy with Generali Ina Assitalia – Liability limits Euro 2.500.000 per claim, per person, per damage to things
- Employees’ Civil liability Policy with Generali Ina Assitalia – Liability limits Euro 1.000.000 per claim and Liability limits Euro 500.000 per employee
- Civil liability Special Terms Policy – It is noted that this insurance covers damage to the premises where the event is staged, including works and structures of artistic, historical and architectural value, in relation to the cost of repairing/restoring the item, thus not including the possible drop in historical/artistic/architectural value. This coverage is provided with a minimum 10 per cent excess, euro 1.000,00, and with a maximum compensation of Euro 20.000,00 per claim/period
- Participants Accident Policy with Unipol SAI – Liability limits a) Death Euro 50.000,00 b) Permanent invalidity up to Euro 100.000,00 c) Reimbursement of home or out-patient healthcare costs (excluding dentistry, optical and eyewear costs) Euro 1.000,00 d) Reimbursement of hospital healthcare costs Euro 5.000,00 The coverage as per letters c) and d) is given with a 10% excess and minimum of euro 75.00 – Safekeeping Policy with Ina Assitalia
– Coverage includes civil liability accruing to the insured party pursuant to articles 1783, 1784 and 1785bis of the Civil Code for the removal, destruction and/or deterioration of delivered items, also as a result of theft and fire. Coverage does not include cash, revenue stamps, tax stamps, securities, valuables, precious objects, electrical and electronic equipment.
The policy has an excess of euro 250,00 per claim and a maximum compensation of euro 2.500,00 per claim and euro 25.000,00 per year.

10.2 Within the scope of event organisation, Gruppo Peroni Eventi may invite the Customer to take out a Medical-Luggage Policy, in the form of an extra payment, for each participant, with the following characteristics:
- Medical-Luggage Policy with Mondial Assistance – Liability limits for medical assistance overseas up to Euro 5.164,57, in Italy up to Euro 258,23 – Liability limits for luggage policy overseas up to Euro 413,17, in Italy up to Euro 258,23

11. CONFIDENTIALITY CLAUSE.
11.1 Gruppo Peroni Eventi undertakes to protect and preserve the confidential nature of all information received from the Customer, not to communicate and disclose such information to third parties, and not to use the data provided to carry out the assignment for other purposes, unless expressly authorised by the Customer.
11.2 Gruppo Peroni Eventi undertakes to see that confidentiality obligations are also fulfilled by the individuals and/or enterprises that may be designated by it to carry out all or a part of the assignment.
11.3 The obligations contained herein shall not apply if the information and/or data provided are already in the public domain, or become so during the execution of the assignment for reasons not ascribable to Gruppo Peroni Eventi.
11.4 Without prejudice to the provisions herein, the Customer expressly grants Gruppo Peroni Eventi the right to reproduce, disseminate and/or publish, for promotional ends, and using any form and method, on the website or via the press, images, videos, photographs or any other representation regarding the task assigned by the Customer. For its part, Gruppo Peroni Eventi expressly undertakes to consult the Customer, on a case-by-case basis and in advance, regarding materials and specific usage methods.

12. COPYRIGHTS.

12.1 The ideas, technical information and methods used by Gruppo Peroni Eventi and/or by commissioned individuals duly instructed by Gruppo Peroni Eventi are to be considered as belonging exclusively to Gruppo Peroni Eventi, accordingly the Customer or its employees and/or collaborators may under no circumstances disclose, disseminate or use the above for its own/other parties’ benefit or profit.
12.2 If during the course of the assignment Gruppo Peroni Eventi produces inventions and/or designs, which may or may not be eligible for patenting, they shall belong exclusively to Gruppo Peroni Eventi, which will have exclusive exploitation rights for said inventions and/or innovations in general, and be entitled to grant a licence to the Customer for their use.
12.3 The breach of any one of the above obligations, resulting in damage to Gruppo Peroni Eventi, shall entitle the latter to seek compensation for all damage suffered.
12.4 If the Customer consigns materials, it hereby declares and guarantees that the materials, products, designs, logos and/or documents in general used to carry out the assignment shall in no way entail the counterfeiting of third-party industrial ownership rights in Italy and overseas.
12.5 If for the purposes of executing the assignment the consent of a private entity and/or authorisation of any competent Authority is required, the Customer will be required to obtain said consent and authorisation, in a timely manner and at its own expense.
12.6 The Customer shall in any case exempt Gruppo Peroni Eventi from damage compensation claims from third parties and claims for copyright infringements and similar breaches.

13. EXPRESS TERMINATION CLAUSE.

Payment time limits are to be considered as being essential, in accordance with and for the purposes of article 1457 of the Civil Code. If the Consideration is not paid within the contractual time limits, or payment is delayed, Gruppo Peroni Eventi may request the rightful termination of the contract, in accordance with and for the purposes of article 1456 of the Civil Code, with immediate effect.

14. COMPETENT COURT.

Qualunque controversia relativa all’interpretazione, applicazione e/o esecuzione del rapporto, sarà devoluta alla competenza esclusiva del Foro di Roma.

15. VALIDITY OF CONTRACTUAL TERMS.
15.1 The possible illegality or invalidity, in full or in part, of any of the provisions herein and/or of the Special Terms shall have no bearing on the legality, validity or possibility of legally questioning the other provisions.
15.2 If it is necessary to replace any of the provisions herein and/or in the Special Terms, the new provision shall have the same economic impact as the replaced clause.

16. APPLICABLE LAW.
16.1 The contract shall be governed and interpreted in compliance with Italian substantive
and procedural law. 16.2 For all matters not expressly specified and set forth herein, the provisions of the Civil Code shall apply.