TEKO TELECOM GENERAL CONDITIONS OF SALE:

1. SALES ‑ Sales shall be deemed to include only and exclusively what has been accepted by TEKO TELECOM Spa ("Seller"). Measures, weights and technical data if and when indicated are merely indicative and shall not be binding on the Seller.

2. ORDERS ‑ Orders for the purchase of products (hereinafter referred to as Products) when made by the Buyer shall be considered irrevocable for such Buyer. In any event, execution of an order by the Seller shall constitute acceptance thereof.

3. OVERRIDING EFFECT ‑ Contractual relationships arising from all present and future orders finalised hereunder shall be solely governed by and construed in accordance with these general conditions of sale and by any other written terms special or derogatory hereto that the parties may agree from time to time. The Buyer hereby acknowledges, accepts and consents to the overriding effect of these general conditions of sale and expressly waives application of all other general and/or particular terms or conditions of the Buyer, including any of the Buyer's general conditions of purchase.

4. PRICES AND TERMS OF PAYMENT ‑ Prices of Products shall be determined by the Seller on the basis of the actual conditions of the market as specified in the Seller's Order Acknowledgement and, unless otherwise agreed in writing, Products shall be delivered Ex‑Works the Seller (Incoterms, 2000), net of packaging costs, taxes, levies, duties or imposts. The Buyer shall be responsible for insuring the goods.

Conditions and terms of payment (even in the case of partial deliveries) shall be as agreed. Payments for Products sold hereunder shall be made by irrevocable and confirmed Letter of Credit at sight (L/C), unless otherwise agreed. In any event, payments shall be made by the Buyer directly to the Seller or to such person specifically authorised therefore by the Seller.

Failure, for any reason, to make payments when due will automatically result in interest being charged to the Buyer according to article 5, clause 2 of the Decree-Law no. 231 of 9^th October 2002 at a rate equal to 7 (seven) points above the rate published every 6 (six) months on the Italian Republic Official Gazette, and shall also expose the Buyer to damages. In any event, failure to respect even one payment or instalment deadline shall result in the termination of extended credit terms and cause the entire credit to become due and payable, immediately.

Without prejudice to the above, in the event of the Buyer's breach or default of any payment term or obligation, the Buyer acknowledges the Seller's full right to suspend execution of, or to terminate, any contract (in addition to seeking damages) upon mere notice thereof to the Buyer in accordance with the provisions of Article 1456 of the Italian Civil Code.

5. DELIVERY, SHIPMENT AND TRANSPORTATION ‑ Terms and conditions regarding delivery of Products are merely indicative and not binding on the Seller which, regardless, shall do the best of their ability endeavour to make deliveries within the terms indicated. In any event, deliveries shall not constitute an essential term of any contract made here in under, and Buyer may not claim damages for delayed deliveries. Deliveries shall be deemed timely made upon consignment of the goods to the shipper or following notice to the Buyer that the goods are ready for shipment. Payment and Warranty terms shall also go into effect at such time.

Unless otherwise agreed, Products shall always be shipped at the Buyer's sole risk and expense by such means as Seller may deem more appropriate, including Seller's own means, without any liability on the part of the Seller for any delays, damages or losses to goods in transit.

6. FORCE MAJEURE ‑ The Seller declines any liability for non acceptance of an order or for non delivery or delayed delivery of Products due to any cause or event beyond its control such as Force Majeure, inevitable accident or justifiable reason, including without limitation strikes, riots, labour unrest, lack of raw materials and semi‑finished products, work stoppage, etc.

7. PRODUCTS LIABILITY ‑ Without prejudice to the provisions of Italian law governing products liability in Italy, under no circumstances shall the Seller be liable for any direct, indirect or consequential damages, loss of production or lost profits by the Buyer, other than the replacement of Products.

8. CLAIMS ‑ The Buyer shall inspect Products without delay for any missing or damaged parts upon receipt thereof and, in such case, notify the Seller in writing within the next eight (8) days. The Seller will examine the Buyer's claim, within a reasonably short time of receipt thereof, and inform the Buyer of its findings and, in the event the claim is substantiated, the Seller shall send the Buyer replacements for such parts as are found to have been missing or damaged at the time of shipment. In the event no claim is forthcoming from the Buyer within the above‑mentioned eight (8) days, the Seller may consider themselves free of any responsibility with respect to missing or damaged parts. The Buyer also undertakes to notify the Seller within the same eight (8) day term of any extra or additional parts and accessories that may have been delivered to the Buyer by mistake. Such extra or additional parts will be returned at the instructions of the Seller.

9. WARRANTY ‑ TEKO TELECOM warrants its Products against defects in components including non-conformity to stated characteristics for a period of 24 (twenty-four) months from the date of shipment.

This warranty shall apply only in the care of TEKO TELECOM or its authorised service centres, hence it shall not be applied if the repair is carried out by unauthorised third parties.

The warranty hereof does not cover damages/defects caused by:

• Buyer improper or wrong use/maintenance;
• changes on the Products carried out by the Buyer without TEKO TELECOM written approval;
• the use of non adequate accessories for TEKO TELECOM products;
• problems connected to: the covered area, the use of the Products for purposes other than their intended use, the distance from which the radio signals can be transmitted as well as any interference problem;
• electrostatic discharges, electrical surges, improper electrical connection.

All components/parts replaced during warranty period shall be covered by 3 (three) months warranty from shipment date or by the remaining warranty period for the whole system, whatever will be longer.

For semiconductors and other equipment not manufactured by TEKO TELECOM, the Manufacturer's warranty shall apply.

Prior to return to Italy any Product, or part of it, judged as defective, the Buyer has to get in touch with TEKO TELECOM staff who, evaluated the problem, will authorise the repair by advising the Buyer a ‘Repair Authorisation Number‘ to state on all the shipping documents. The Products, or parts of them, sent to TEKO TELECOM without the a.m. Repair authorisation number will be rejected.

The transport charges to ship the Products to be repaired or replaced (including the import duties claimed by the Italian Customs Authorities as well as the clearance fees) and the relevant return freights shall always be met by the Buyer.

TEKO TELECOM equipment are designed, manufactured and tested with the aim to obtain reliable and quality Products.

Like any sophisticated system, they can be subject to failure over the years. Where the service cannot be interrupted, redundancy via active or passive reserve equipment is suggested.

The warranty hereof is the only warranty express or implied granted to the Buyer by TEKO TELECOM which in any event shall not be liable for any direct, indirect and/or consequential damages caused by the use or non use of the Products hereof.

10. IMPROVEMENTS AND TECHNICAL CHANGES ‑ The Seller reserves itself the right to carry out whatever technical changes and improvements on its Products that it deems opportune in order to update the performance and technology thereof, and the Seller may, at its discretion, in the performance of its obligations hereunder, deliver such improved products in lieu of Products ordered by the Buyer, it being understood and agreed, however, that the Seller shall be under no obligation to apply such technical changes and improvements to Products already sold and delivered to the Buyer.

11. CHANGES AND ADDITIONS ‑ No changes and/or additions to any orders and/or to these general conditions of sale shall be validly made and effective unless made in writing and confirmed by the Seller.

12. REVOCATION OF ORDERS ‑ In the event the Buyer revokes an order, in whole or in part, the Buyer shall pay to the Seller liquidated damages in an amount equal to twenty percent (20%) of the price thereof. In addition, the Buyer shall reimburse the Seller of all accessory costs and expenses sustained by the Seller. Without prejudice to the above, the Seller shall have the right to demand the Buyer the entire payment of the order.

13. GOVERNING LAW AND JURISDICTION ‑ Any controversy arising by and between the parties as a result of this Agreement shall be subject to the sole and exclusive jurisdiction of the Courts of Bologna, Italy and the applicable law governing this Agreement shall be Italian Law.

14. COST AND EXPENSE OF BREACH ‑ In the event of a breach by the Buyer, the cost and expense of any litigation or settlement sustained by the Seller in an effort to get the Buyer to perform, remedy, or otherwise cure such a breach, shall be for the sole account of the Buyer.

The Buyer expressly approves the following clauses: 4) PRICES AND TERMS OF PAYMENT; 6) FORCE MAJEURE; 7) PRODUCTS LIABILITY; 8) CLAIMS; 9) WARRANTY; 12) REVOCATION OF ORDERS; 13) GOVERNING LAW AND JURISDICTION; 14) COST AND EXPENSE OF BREACH.