Figline V.no,  August 29, 2023

 PURCHASE ORDER

Terms and conditions for the supply of goods and services

1. General Conditions

• Applicability:these General Conditions are intended as applied to all orders issued by Saitec Srl (the Company) for the purchase of Goods and / or Services from the supplier indicated in the order (the Supplier), in addition to any Specific Conditions of the order. In case of conflict between the General Conditions and any Specific Conditions of the Order, the latter will prevail over the General Conditions.
• Acceptance:the order is considered accepted by means of confirmation by the supplier or after the return of a signed copy of the order, within fifteen (15) calendar days from the issuing of the order by the Company. If this period of time has elapsed, the Company reserves the right to cancel the Order or consider the late acceptance by the Supplier as valid and effective. Orders issued online or electronically agreed will be considered received on the date of submission and automatically accepted.

1. Intellectual property rights
   With regard to the Goods and/or Services transferred to the Company, including the Final Results or part of them, the Supplier guarantees to have full, clear and free title on these products, and that on the date of supply of these to the Company, it has full and unlimited right to sell them and transfer them to the Company for their subsequent supply to third parties (and use by them). The Supplier transfers to the Company, with full guarantee and free from third party rights, all the Intellectual Property Rights developed in relation to the Goods and / or Services pursuant to the Contract.

2. Claim for refund
   The Supplier saves the Company from any expense and damage of any claim for refund made by a third part in relation to:

1. 1. actual or alleged infringement of any third party Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or the receipt, use or provision of the Services, but only to the extent that the request for compensation is not attributable to acts or omissions of the Company;
   2. by third parties for death, personal injury or material damage arising from, or in connection with, defects in the Goods, to the extent such defects are attributable to acts or omissions of the Supplier, its employees, agents or subcontractors;
   3. by third parties arising out of or in connection with the supply of the Goods or Services, to the extent that such claim is filed due to default, negligence, or delay in the performance of the obligations under the Contract by the Supplier, of its employees, agents or subcontractors.

3. Confidentiality
   The Supplier must maintain the utmost confidentiality on all information relating to know-how, specifications, inventions, processes or initiatives of a confidential nature disclosed by the Company and transmitted to the Supplier itself, its employees, agents or subcontractors, and any other confidential information. that the Supplier may obtain in relation to the Company's business, its products and services. The Supplier may disclose the confidential information only to those of its employees, agents and subcontractors who must become aware of it in order to fulfill the obligations of the Supplier assumed under the Contract, and will ensure that such employees, agents and subcontractors will comply with the obligations set out in this point. The Supplier may also disclose such confidential information of the Company, if required by law, by any governmental or supervisory authority or by a competent court, provided that the same Supplier notifies the Company with suitable notice, in cases where it is lawful. to do so, and that you do not disclose it to third parties, except with the prior written assurance by them that such information will be treated as confidential. The Supplier shall immediately return all confidential information to the Company upon request by the latter.

4. Authorizations and licenses for export
   The Supplier is required to obtain, at its own expense, all the licenses and authorizations for the export of the Goods and/or Services that become necessary from time to time and will promptly provide a copy of the same to the Company accompanied by the necessary supporting information.

5. Payments
   The price for the Goods and / or Services (understood as including all costs and expenses incurred directly or indirectly by the Supplier in relation to them) will coincide with the amount established in the Order, net of value added tax. No additional charges will be recognized, unless agreed in writing with the Company. With regard to the Goods, unless otherwise agreed, the Supplier will issue an invoice to the Company at any time following the completion of the delivery. With regard to the Services, instead, the Supplier will issue an invoice to the Company upon completion of the same. Each invoice will contain the supporting information requested by the Company to verify the accuracy of the same, including, inter alia, the relevant Order number. In consideration of the supply of Goods and / or Services by the Supplier in strict compliance with the Contract, the Company will pay the invoiced amounts within the deadline agreed in the order, upon receipt of a valid and correct invoice, to a current account bank indicated in writing by the Supplier. In case of provision of Services, all invoices will be payable only if accompanied by a DURC (Single Document of Contribution Regularity) required by Italian law or by any other equivalent certification of compliance of the labor required by law, valid and effective on the date of payment. In consideration of the supply of Goods and/or Services by the Supplier in strict compliance with the Contract, the Company will pay the invoiced amounts within the deadline agreed in the order, upon receipt of a valid and correct invoice, to a current account bank indicated in writing by the Supplier. In case of provision of Services, all invoices will be payable only if accompanied by a DURC (Single Document of Contribution Regularity) required by Italian law or by any other equivalent certification of compliance of the labor required by law, valid and effective on the date of payment. Payments will be made only to the Supplier and, therefore, can’t be made to bank accounts of natural or legal persons different from the same and in the country where the activities are carried out or in which the Supplier has his fiscal residence or the registered office. The Supplier will maintain complete and accurate documentation of the time taken and materials used in providing the Services. The Supplier allows the Company to disclose copies of all Orders and their own invoices to the client of the same where required by law.

6. Contract Resolution

1. 1. Withdrawal: without limiting other rights or remedies available to it, the Company may withdraw from the Contract in whole or in part at any time with immediate effect by giving written notice to the Supplier, after which the latter will interrupt the work relating to the Contract thus terminated. The Company will pay the Supplier fair and reasonable compensation for any work / activity in progress in relation to the Goods at the time of withdrawal and / or for any Services already performed, but such compensation will not include the loss of anticipated profits or any consequential losses. The Supplier undertakes to accept this sum with full and definitive satisfaction of all claims for compensation caused by such withdrawal and will do its best to minimize the direct loss deriving from this. In no case may the amount payable by the Company for interrupted work be higher than the price provided for in the Contract and corresponding to the work completed.
   2. Termination due to non-fulfillment: the provisions referred to in paragraph 14.1 above do not apply if the Company decides to terminate the Agreement, upon the occurrence of one of the following non-fulfillments:
   3. the Supplier violates a provision of the Contract and can’t remedy it within fifteen (15) days from receipt of the related request to comply;
   4. the Supplier is not in a position to pay its debts when they expire or if the guarantees fail;
   5. the Supplier proposes or enters into an agreement with its creditors or an application for liquidation is filed against it or an extraordinary administrator or trustee is appointed;
   6. the Supplier (if a company) is subject to a liquidation request or (if a natural person) is the subject of a bankruptcy petition or order within the limits allowed and subject to article 72 of the Legislative Decree of January 9, 2006, n. 5 or another equivalent Italian law on the matter;
   7. the Supplier don’t carry out its activity in whole or in part.

In such circumstances, the Company has the right to recover any costs, charges or expenses incurred, including those incurred to procure the Goods and / or Services in addition to any further damage or loss suffered as a result of such termination. The termination of the contract, occurred for any reason, does not affect any rights and remedies of the parties accrued up to that moment.

7. Compliance with anti-corruption legislation
   The Supplier must:

• • comply with all applicable anti-corruption laws and directives;
  • avoid undertaking illegal activities, practices or conduct;
  • promptly communicate to the Company any requests or requests for any undue financial or other advantages received from the same in relation to the Contract;
  • be compliant with anti-mafia legislation;
  • ensure that any person associated with it, engaged in the provision of services or in the supply of goods in connection with the Contract, carries out such assignments only on the basis of a written contract that requires that person to comply with conditions equivalent to those imposed on the Supplier.

The Company has the right to suspend the Agreement in case of reasonable suspicion of a breach of the mentioned points, until the matter is resolved according to the satisfaction of the Company.

8. Financial traceability
   If the final Customer is an Italian public body, pursuant to Law 136/2010, the parties undertake to trace and record the financial flows linked to the execution of the supply. In particular, the Supplier undertakes to:

1. ensure that contracts and / or orders contain the provision of this article;
2. use payment methods that ensure full traceability of every financial movement related to the Order;
3. communicate the bank details in accordance with the law;
4. indicate the C.I.G. code in the invoice and / or CUP sent by the Company

9. General provisions
   The Supplier can not assign or transfer its rights or obligations of the Contract to a third part without the prior written permission of the Company. All notices or other communications submitted to a party under the Contract or in relation to it must be in writing form, addressed to its registered office (if it is a company) or its headquarter (in any other case) or at another specified address. Nothing contained in the Contract is to be considered as a partnership or joint venture between the parties, nor it appoints either party as agent of the other. Any Contract modification, including additional terms and conditions, will be effective only if agreed in writing and signed by the parts.

2. Quality Terms and Conditions

1. Flow Down: In case of sub-suppliers, the Supplier must request, guarantee and check their compliance to the same quality requirements expressed in this agreement.
2. Supply of Goods

• • Supply and quality of Goods: Supplier must ensure that processes, products and services are compliant with the description and Specifications provided and linked to the supply agreement and the related contract, free from design, material and construction defects; Supplier guarantees also the goods are compliant with all the applicable law requirements and international manufacturing codes, labeling, packaging, storage, handling and delivery, by any means of the same, as well as the codes of ethics. Verification of the same requirements for subcontractors is up to Supplier's obligation, in case sub-contractors are involved in the production process of the Goods being supplied. The Supplier must provide as well all the documentation and technical data required by the supply, such as drawings, manuals, instructions, certifications and other documents where applicable and made explicit in the order to the Supplier. The Supplier also guarantees that the personnel involved in the production process are qualified for skills and training in relation to the supply object; in the event of outsourcing of some parts of the production of the asset, the Supplier is obliged to extend the control of this adequacy to the subcontractor company. The Supplier is required to inform the Company, which reserves the right for approval, of any changes in the production process, products or subcontractors used in the supply process of the asset in question.
  • REACH: in case of dangerous goods or chemicals, the Supplier must diligently comply with its obligations in this regard and promptly provide all SVHC declarations and safety material data sheets, even when subcontracted, as required by the REACH Regulation. 
  • RoHS: The supplier guarantees compliance with the 2011/65 / EC RoHS Directive (Restriction of Hazardous Substances Directive) as far as applicable to the object of the supply, explicitly transferring this requirement to any sub-suppliers. Compliance with the ROHS legislation regarding surface treatments must be respected except for those whose use of SVHC substances has been authorized by derogation by ECHA.
  • FOD Prevention:The supplier must develop and maintain a FOD prevention program for the production areas. The Supplier also guarantees that the staff is trained in FOD Containment and that it has operated and implemented the appropriate operational measures aimed at mitigating and preventing this criticality. The supplier ensures timely removal of residues / debris generated during the production phases. FOD prevention must also be implemented when the items are shipped, it is required:

• • insertion in a closed primary packaging;
  • shockproof packaging must not include parts small enough to be trapped in any openings of the items;
  • packaging materials that can easily crumble into small parts (e.g. polystyrene) should be avoided.

The supplier must request the same requirements of this PO from any sub-suppliers.

• Configuration: the Supplier must implement a configuration control for the parts, materials and documentation necessary for the realization of the product to be supplied to the Company. In the case of subcontracted production, the Supplier must record the parts and materials received from the Company in a specific report, in their final configuration. The recordings must be delivered together with the product. No changes or deviations to the contractually agreed product configuration may be made without written approval from the Company. In order to verify compliance with the technical specifications delivered, the Company has the right to inspect and/or have the ordered products inspected by third parties, in accordance with the sampling and quality and suitability control procedures, regarding the destination. final products. The results of the aforementioned checks and tests will not bind the Company, which, upon delivery of the products, reserves the right, at its discretion and regardless of the outcome of the aforementioned checks and tests, the acceptance or refusal of the products.
• Non conformity: Non-compliance with the requirements, explicit, mandatory or implicit, applicable to the object of the supply and relating to safety, reliability, maintainability, testability, interchangeability, duration in service or in warehouse, functional characteristics, must be promptly submitted to the approval of the Company for any exceptions/concessions before delivery. References to approved deviations/concessions are recorded on the Certificate of Conformity where present or in specific reports. When an NC is reported to the supplier, the supplier must give evidence of NC correct management, root causes identification, containment actions and corrective actions planned and then implemented. This provision is applied to online supplier too: the Company reserves the rights to ask to supplier Customer Care for evidences of what set out in case of NCs.
• Counterfeit parts: the Supplier shall certify that new and authentic materials are used in products or goods delivered, and that the goods delivered contain no counterfeit and/or reproduced parts. He must guarantee to have carried out all the anti-counterfeiting activities according to the AS5553 standard (Counterfeit Electronic Parts; Avoidance, Detection, Mitigation, and Disposition) or similar regulation. CoCs or applicable documents must include at least:

• Identification of the manufacturer and the production site of the components/materials;
• Part Number of the product and revision number of the manufacturer and / or customer;
• Identification of the item lot and / or serial number;
• Signature or stamp of the supplier's authorized personnel.

If the components/materials received from the supplier are deemed fraudulent/counterfeit, any related contractual document will be declared null and void. The Supplier guarantees the same requirements to be extended to Sub-suppliers. The Supplier guarantees that its employees, agents and subcontractors are trained and sensitized about the importance and prevention of counterfeit parts.

• Permits and Licenses:the Supplier will guarantee to have all the licenses, authorizations, approvals and permits necessary to execute the order in relation to the Goods supplied.
• Warranty:the Supplier will guarantee the Goods supplied against any defects in materials and manufacture for twenty-four months from the date of delivery, unless otherwise agreed or other term specified in the order.
• Special Processes:Special processes, or those processes for which final checks are not sufficient to ensure compliance, must be qualified against the Company's Process Specifications. If one or more special processes are sub-contracted, it is required that the sub-supplier be qualified by the Company for the execution of these processes and that the certificate of conformity of the process (s) performed is attached to the supply.

3. Delivery of Goods

• • Packaging: Goods must arrive with adequate packaging and special protections applied to its parts such as, but not limited to, protruding connectors, fragile protrusions, glass, external wiring etc.
  • Freight Document:the delivery of the Goods will be accompanied by a Freight Document with the reference to Order date and number (if any), Goods description and P/N (if any) and the quantity of the Goods delivered, together with the Certificate of conformity.
  • Lead Time:the Supplier will deliver the Goods on the date indicated in the Order. Deliveries prior to the date specified in the order must be expressly authorized.
  • Delivery Address: the delivery of goods is DAP Incoterms 2010, unless otherwise specified in the order.
  • Ownership: the ownership and the risk on the Goods will in charge to the Company at delivery time.

4. Information
   The Supplier must ensure the technical documentation relating to the operation and maintenance of the supply item is complete and exhaustive. Additional documents or information must be provided in accordance with the SOW, if any, or with any specific agreements provided within the individual contract. The CE mark, where required, must be affixed to all Items for which it is required by the regulations in force at the time of supply.
5. Supply of Services
   Mode: the Supplier will perform the required Services in accordance with the best practices in use in the industrial, professional or commercial area of reference, with manpower skilled and suitable to fulfill with the contractual deadlines; the Supplier will warrant that the Services and the Final Results comply with the relevant Specification and that all goods and materials supplied and used in the Services or transferred to the Company will be free from defects in design, manufacture and installation; the Supplier will obtain and maintain all licenses and authorizations necessary for the execution of the Services requested in compliance with the applicable laws and regulations.

6. Obsolescence
   The Supplier will communicate to the Company in writing and without delay any problems of obsolescence, actual or potential, concerning the order, specifying the problem of obsolescence identified, its impact on the execution of the order and any actions to be taken to minimize the problems, including the estimated cost. 

7. Work at the premises of the Company
   The Supplier accepts (and will make sure that third parties also accept) that any work performed by or on its behalf at the Company's premises and any visits by its employees, agents and subcontractors to the Company's premises are subject to the specific procedures of the Company and comply with all relevant laws, the Directives on health and safety management and environmental obligations.
8. Work at the premises of the Supplier
   The obligations set out in paragraph 6 above also apply to the premises of the Supplier (or those in which it operates and those of its subcontractor) in relation to the work performed on behalf of the Company. The Company, its customers and/or the regulatory authorities shall be granted the right of access to all Supplier and sub-tier Supplier facilities and records involved in fulfilling the Purchase Order requirements to ensure conformance with the requirements.
9. Company materials
   In supplying the Goods and/or Services, the Supplier will safely store all equipment or instruments of any kind, including, among other things, raw materials, samples, masks, tools, drawings, models, specifications and/or data provided by the Company to the Supplier in relation to the order (Company Materials), at their own risk, keeping them in good condition and in compliance with the instructions or manuals provided or indicated to the Supplier by the Company (excluding normal wear and tear). It will also provide to clearly mark the Company's Materials as property of the Company, to dispose of such Materials only as indicated in the written instructions of the Company or in accordance with the authorization of the Company and, upon written request thereof, to return such Materials. The Company has the right, upon request, to inspect the Company's Materials at any time. All the Company's Materials are the exclusive property of the Company.
10. Major changes
    Written notice of major changes such as change of production site, construction processes, products, services, suppliers is required; the Company reserves the right to give approval for what concerns items under this agreement. For manufacturers of Class 1 EEE components within Space programs, the Supplier must put in place a configuration management and control system and ensure that any changes to the product (e.g. changes to the manufacturing and assembly process) that affect evaluation, the quality of performance, reliability and interchangeability is communicated and submitted to the Company for approval.
11. Major changes
    If not differently specified, the items object of this Purchase Order must be carefully and adequately cleaned and protected by the Supplier in order to avoid damage during loading/unloading and transport operations and to ensure proper conservation in normal environmental conditions. Any liability and damage deriving from inadequate cleaning and protection will be attributed to the Supplier.
12. Space Use
    If the items of this supply is intended for Space use, the Supplier must apply the related specific requirements and must provide the documentation concerning acceptance tests, screenings and qualifications or, in any case, any type of document useful and required to certify compliance with the applicable requirements.

3. Ethical and Environmental Conditions

1. Code of Ethiccs
   The Supplier has to read the company Code of Ethics, publicly available on the website, and to apply the rules and principles contained therein. In case of violation, the provisions of the "Violation" paragraph of the Code of Ethics itself apply.
2. Environmental Management System and Personnel Safety
   The Supplier guarantees the compliance with the mandatory requirements regarding environmental management (D.Lgs. 152/06) and personnel safety (D.Lgs. 152/06), and is available, if by the Company, to share company documentation and evidences supporting the compliance to these requirements.
3. Supplier Duties and Responsibilities
   The Supplier declares to know and share the ethical principles stated at international level by the SA 8000 Standard in the field of human and workers' rights. In carrying out the obligations assumed towards Saitec, the Supplier undertakes to refrain from behavior not compliant to the Standard. Any violation of these ethical principles is considered as a breach of contract and therefore legitimizes Saitec to terminate the contract by effect of article 1456 c.c., and to ask compensation for damages, including image and/or reputation damages, suffered by Saitec as a result of the mentioned breach. In executing the Contract, the Supplier must use of suitably qualified and/or specialized personnel employed in compliance with the current legislation and the ethical principles sanctioned by the SA 8000 Standard regarding human and labor rights.
4. Conflict Minerals
   Saitec recognizes and promotes the rules on "Conflict Minerals", with reference to the provisions of "Dodd-Frank Wall Street Reform and Consumer Protection Act (2010)", adopted by the Government of the United States of America, and in compliance of Regulation (EU) 2017/821 of the European Parliament and of the Council of 17 May 2017. The Supplier must communicate by written declaration the presence, in the goods to be supplied, of minerals or metals such as Tin, Tantalum, Tungsten, Gold (called "Conflict Minerals") coming from the Democratic Republic of Congo or neighboring countries (Angola, Burundi, Central African Republic, Republic of Congo, Rwanda, Sudan, Tanzania, Uganda, Zambia - called "Conflict Region") and must provide all the necessary information in order to comply with the requirements of the relevant provisions on Conflict Minerals. The Supplier guarantees the adoption of adequate due diligence measures on the supply chain to determine whether the supplied products, components, parts or materials contain Conflict Minerals and whether they come from Conflict Regions.