FINANCIAL TERMS AND CONDITIONS DM

DISTRIBUZIONE SRLS IN ITALY

Definitions

The following expressions have the meanings indicated respectively:

"the Company": DM Distribuzione s.r.l.s.

"Conditions": the terms and conditions set forth in this document.

"Contract": the contract between the Company and the Client for the sale and purchase of Products in accordance with these Terms.

"the Customer": the person or company who purchases the Products from the Company.

"Order": the Customer's order for the purchase of the Products, as they were provided to the Company.

"Price list": the amounts published in the Company's price list in force at from time to time, net of any discounts agreed by the Company itself and al net of legal taxes.

"Product": all and part of the products supplied by the Company.

2. Orders

2.1 These Conditions apply to the Agreement with the exclusion of any other term that the Client seeks to impose or incorporate, or which is implied in the context of the business relationship, practice or course of negotiations.

2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Order will be considered accepted only when the Company has issued a written declaration of acceptance of the Order, at which point the Contract will enter into force. No orders will be placed on the basis of a sale or return.

2.3 The Customer has no right to cancel an Order. If the Customer were to request the Company to exercise its discretion to accept the cancellation of an Order and the Company were to accept, he will have to pay a penalty for the cancellation of the Order of an amount equal to 10% of the total amount of the order + VAT.

2.4 The minimum amount of orders is € 100 net of any costs and charges for packaging, insurance, shipping, net of any discounts agreed by the Company itself and net of legal taxes.

3. Delivery

3.1 The delivery of the Products will take place upon delivery of the same to the carrier appointed by the Company with the instructions to deliver the Products to the place indicated in the Order by the Customer on his or her behalf.

3.2 The price of the Products is net of costs and costs for packaging, insurance (where requested by the Customer) and transport, which will be invoiced to the Customer (expenses not subject to VAT pursuant to Article 15 of Presidential Decree 633/72) . Free delivery to a warehouse located in ITALY will be guaranteed for orders of Products with a value equal to or greater than € 750 + VAT, except in special cases.

3.3 The delivery or collection times indicated by the Company will be indicative only and are not of essential importance. The Company will not be responsible for any delays that may occur during the transit.

3.4 The Customer is responsible for any additional shipping management costs for goods not collected, absent recipient or for the opening of stock for any reason attributable to his work.

3.5 The Company may deliver the Products in installments, which will be invoiced and paid for separately. Each installment constitutes a separate contract. Any delay in delivery or non-payment of an installment will not entitle the Customer to cancel any other installment.

3.6 The shipment is basically insured for an amount of € 6.00 per kg, it is mandatory for legal validity to place the control reserve on the waybill at the time of unloading, indicating any anomalies (wet, damaged, crushed, torn neck etc. etc.), under penalty of non-admissibility to open the claim.

4. Payment

4.1 All Products will be supplied at the rates published in the Price List at the time the Order is sent by the Company, subject to the provisions set out below.

4.2 Credit conditions are available upon request, upon receipt of agreed credit references. In the absence of a signed contract, all invoices must be paid on the same day of their presentation. The existence of any request by the Customer in relation to this invoice will not affect the due date of the payment of the balance.

4.3 The Company reserves the right to adjust the Price List at its sole discretion judgement.

4.4 The Company reserves the right to charge interest on late payments payment owed by the Client at the rate of five percent (5%) with respect to the base rate applied by the Bank of the Company from its maturity date payment up to the date of full balance, including accrued interest. The Client is responsible for all expenses incurred by the Company for recovery of payments due by the Customer.

4.5 All amounts listed in the price list are net of VAT.

5. Risk / Ownership

5.1 The risk associated with the Product will pass to the Customer immediately after delivery.

The Company declines all responsibility in case of loss, destruction, deterioration or damage to the Product after shipment. If on

Customer's request, the Company will provide insurance coverage, costs incurred by the Customer will be borne by the latter.

5.2 The ownership of the Products will pass to the Customer only when the Company has received payment of the full amount (together with any interest due) for all Products supplied to the Customer, provided that the Customer has the right to treat the Products in the normal course of their business commercial, but retain all proceeds from the sale as a trustee a exclusive benefit of the Company, pending payment by the Customer of all sums due to the Company itself. The Client assigns to the Company all

rights and claims that the Customer may have against any third party buyer.

5.3 The Company will not be liable to the Client for what

concerns any complaints against the same in relation to material of third parties provided by the Company thereafter.

5.4 In case of non-fulfillment by the Company, the damages due to the Customer they will be limited to the amounts paid by the same and he will have no right compensation or counterclaim in relation to them. There Company will not be liable to the Client, nor by virtue of a contract, neither for an unlawful act (including negligence), nor for the violation of legal or other obligations, in the event of any loss of profit, or any indirect or consequential loss resulting from the Agreement.

6. Returns

6.1 Returns are not accepted unless explicitly authorized by the Company for written.

6.2 The Client must notify the Company within three (3) days in writing if the Product delivered does not conform to that indicated in the Order. In case on the contrary, the Company can no longer be held responsible.

7. Confidentiality

7.1 The Client agrees that he will keep all information received in any form by the Company as strictly confidential (by way of example and non-exclusive, any reserved discounts, priority sales, etc.) and not disclose, communicate, publish said information to third parties.

7.2 The Customer may disclose confidential information to its employees, affiliates, agents, consultants and subcontractors who need to know the the same information provided the Customer ensures that these employees, affiliates, agents, consultants and subcontractors maintain the same confidentiality in accordance with the provisions of clause 7.1.

7.3 Clause 7.1 will remain in full effect for a period of three (3) years from the date on which the termination of this Agreement will become effective.

8. Miscellaneous

8.1 No exoneration by either party for a breach by part of the other of any of these Conditions will be considered as a waiver for any previous or subsequent violation of the same or other terms or conditions.

8.2 Neither party will be liable to the other for any breach of these Terms caused by any strikes for civil unrest due to wars, force majeure or other causes than not are reasonably under the control of that party.

8.3 The Contract may not be modified except by means of a written deed signed by each of the parties and will constitute the entire agreement between the parties with the exclusion of any conditions of warranty or commitment of any kind.

8.4 The Contract will be governed by Italian law, the place of jurisdiction is Court of Taranto with exclusive jurisdiction to resolve any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including disputes or

non-contractual claims).