General Terms and Conditions of Purchase for direct materials and services

2 / 11 1. INTRODUCTION LU-VE S.p.A. and its affiliates operate in a highly competitive sector in which the Group’s success depends on the ability to respond, in a timely manner, to the growing needs of the market. LU-VE S.p.A. and its affiliates seeks to obtain three key characteristics from its industrial endeavours:  the qualification of intellectual capital cultivated within the company, in order to build a solid foundation of values for the company’s employees and for the well-being of those who use its products;  growth through a market position that is continuously aligned with the highest levels of international competition;  the technological advancement of products and processes, in order to improve and enhance the organisation and the presence of both traditional and new markets. Selecting a Supplier requires a thorough analysis of the market concerned. The selection of the most suitable Supplier shall take into account the following parameters: a) the guarantee on the part of the Supplier to deliver the quantity of goods ordered on time; b) a supply management process that allows LU-VE Group to minimise the amount of time goods remain in the warehouse; c) a high degree of flexibility, allowing LU-VE Group to adapt quickly to the market and to current demand; d) the ability to establish a long-term business collaboration with its suppliers. 2. DEFINITIONS AND INTERPRETATION Unless otherwise defined hereunder, the following terms shall have the meanings attributed to them as specified below, it being understood that the meaning attributed to a term expressed in the singular shall be understood to refer to the same term even if expressed in the plural and vice versa: 2.1. “ Purchase ”: means any purchase of Products by LU-VE S.p.A. or its affiliates; 2.2. “ Affiliate ”: means any company, directly or indirectly, controlled by the Holding; 2.3. “ Subcontracting Activities ”: means any work or service necessary to LU-VE’s production process, carried out by the Supplier on the raw materials and/or the semi-finished products supplied by LU-VE to the Supplier; 2.4. “ Equipment ”: means any equipment, machinery, tool, assemblies, installations, moulds and/or devices required for the production of Products by the Supplier; 2.5. “ Holding ”: means LU-VE S.p.A., having its registered office at Via Vittorio Veneto no. 11, 21100 Varese (VA), Italy, and its administrative office at Via Caduti della Liberazione no. 53, 21040 Uboldo (VA), Italy; 2.6. “ General Terms and Conditions of Purchase ”: means these General Terms and Conditions of Purchase; 2.7. “ Supplier Contract ”: means the agreement entered into between LU-VE and the Supplier concerning the supply conditions possibly agreed between the Parties following the selection made by LU-VE; 2.8. “ Special Terms and Conditions of Purchase ”: means the Special Terms and Conditions of Purchase, supplementary to or amending these General Terms and Conditions, possibly agreed upon in writing between LU-VE and the Supplier; 2.9. “ Intellectual property rights ”: means all intellectual and industrial property rights of LU-VE, including, without limitation, all rights related to: patents for inventions, designs or models, brands, know-how, technical specifications with respect to which such rights have been registered/are in the process of being registered and/or de facto, as well as any application or registration relating to these rights and any other right or form of protection of a similar nature or having equivalent effect; 2.10. “ Supplier ”: means any company, entity or individual that sells Products as part of its business or professional activities;