Terms and Conditions Purchase Orders

GENERAL PURCHASE CONDITIONS

These general contract conditions apply to all Purchase Orders made by all the companies of HENOTOWORLDWIDE – namely HENOTO USA LLC (USA), GIPLANET MEXICO S. DE RL DE CV (in the process of changing to “HENOTO MEXICO S. DE RL DE CV”), HENOTO MIDDLE EAST EVENTS LLC (Emirates), HENOTO SUISSE SA (Switzerland), HENOTO CHINA LTD. (China) – (hereinafter referred to as the “ HENOTO ” or the “ HENOTO ENTITY ”).

1. Orders and contractual object.

1.1 This contract is intended to be completed, with all contractual effects, starting from the signing of this contract, even if prior to the delivery of the purchased good (hereinafter referred to as the Goods or Assets).

1.2 By signing this contract HENOTO purchases from the Supplier, who accepts, for the consideration determined in the Purchase Order (hereinafter also PO), the Goods indicated in the order, under the conditions specified below.

1.3. The POs will be considered accepted only following written confirmation by HENOTO, which will be sent to the Supplier by email, together with the order signed by the internal reference.

1.4 Where no specific contract has been signed between the Parties, these general conditions together with the PO fully govern the supply relationship in question.

1.5 In case of conflict, the provisions of the PO prevail over these general conditions.

2. Scope of validity.

2.1 Without prejudice to any exceptions and modifications which must be approved in writing, these purchase conditions are to be considered valid and effective for each PO sent by HENOTO, confirmed by the Supplier, and for each individual supply by the latter, however exclude the existence of a continuous administration and/or concession and/or distribution relationship. Upon receipt of confirmation of the PO from HENOTO, the clauses contained in these general conditions of sale are recognized as binding by the Supplier.

3. Fee, invoicing and delivery terms.

3.1. For the supply of the goods in question, HENOTO will pay the Supplier the fee set out in the PO, with the timescales indicated therein and after issuing an invoice by the Supplier showing the number of the relevant PO, as well as in accordance with the provisions of art.14.

3.2 The Supplier agrees to carry out the supply covered by the PO at the price indicated therein, considering in the total price also the ancillary work and supplies necessary to deliver the Goods in a perfect workmanlike manner, even if not specified in detail in the price description or in the project documents.

3.3 The delivery terms are those expressly indicated in the PO.

3.4 The delivery deadline by the Supplier is considered fulfilled and respected at the time of delivery of the relevant acceptance by HENOTO.

3.5 The place of delivery will be that indicated by HENOTO.

4. Terms of payment.

4.1 Unless otherwise agreed, payment must be made within the terms indicated in the PO in favor of the Supplier.

4.2 Any dispute or complaint legitimates HENOTO to suspend or delay the agreed payments.

5. Legal guarantee.

5.1 The Supplier guarantees that the products supplied correspond to what is established in the PO and that they are free from defects that could make them unsuitable for the use for which they are expressly intended.

5.2 The Supplier declares that the guarantee of the Goods covered by the PO has a duration of 12 months from delivery, unless otherwise stated in the PO.

5.3 Any defects will result in the immediate return of the Goods to the Supplier, without prejudice to the refund of any amounts already paid by HENOTO and compensation for the damage suffered.

5.4 HENOTO is required to verify the conformity of the products and the absence of defects within 10 days from the date of delivery of the products and, in any case, before any use of the same. HENOTO must report any obvious faults or defects no later than 10 days from delivery of the products, while the reporting of any hidden and/or operational defects (i.e. detectable only following use of the product) must be made within 10 days from discovery of the defect and in any case not beyond the warranty period.

5.5 Complaints must be submitted in writing to the Supplier, indicating in detail the defects or non-conformities found.

6. Supplier Obligations.

6.1 The Supplier undertakes to carry out the activities indicated in the order with the utmost loyalty, confidentiality and correct behavior. The Supplier also undertakes to base every organizational act on the utmost scrupulousness and precision, as well as full compliance with the laws in force in the area, in all their aspects, inherent to the activity referred to in this contract.

6.2 The Supplier declares to have a structure and skills suitable for the supply covered by the PO as well as to have examined the state of the premises, the general and particular conditions within which its services must be carried out, the methods, charges and risks inherent to the execution and circumstances in general, having also taken them into account for the purposes of determining the formulated price.

6.3 The Supplier undertakes to communicate to HENOTO the name of the expert and professionally qualified person as his contact person for the subject matter of this PO.

6.4 The Supplier undertakes to carry out the supply covered by the PO in a workmanlike manner and in compliance with the provisions of the law, as well as the technical design drawings, planning and anything else provided to it by HENOTO.

7. Customer Obligations.

7.1 HENOTO undertakes to communicate to the Supplier the essential information of a technical and logistical nature, and confirmation of the project covered by the order. Furthermore, it undertakes to ensure that the stand affected by the preparation in question is made available as necessary to ensure that the Supplier can begin and complete the preparation operations according to a work planning described and attached to the PO and structured in the in order to allow the execution of the workers' work to proceed without problems of any kind.

8. Assembly and installation.

8.1 The assembly and installation (hereinafter also Works) of the goods being sold are specified in the PO if included in the order.

8.2. At the end of the assembly/installation, HENOTO will verify in cross-examination with the Supplier's representatives/delegates the verification of the services carried out, for this purpose by signing a report.

8.3 HENOTO will try to give acceptance of the assembly/installation for invoicing purposes by the Supplier.

9. Personnel responsible for the works.

9.1 The Supplier will be responsible directly and without limits for the conduct of such external collaborators towards the Customer and any assignees (for example: Client's Client, Fair Organisation, Exhibitors, Visitors, etc.).

9.2 The Supplier also undertakes from now on to indemnify and hold harmless HENOTO from any prejudicial consequence (compensation, tax, employment law or otherwise) that may arise from the use of such external personnel.

9.3 The Supplier guarantees the execution of the supply as planned only by expert personnel, regularly hired and to be in compliance with all other regulations regarding subordinate work, including the related social security and insurance obligations.

10. Duration.

10.1 The duration of this contract is intended to refer solely to the Event, year and place indicated in the PO header.

11. Delays.

11.1 In the event of a delay of more than 1 day compared to the schedule attached to the PO or as detailed in the PO, HENOTO may charge the Supplier a penalty equal to €100.00 for each day of delay up to the date of actual delivery, for a total amount not exceeding 100% of the Consideration. HENOTO reserves the right to cancel the supply entirely and request the refund of any amount already paid in addition to any damages.

12. Further arrangements requested by the customer.

12.1 If any services or customizations not provided for in the PO are requested by HENOTO, a cost estimate will be drawn up by the Supplier which must be signed for acceptance. In any case, it is agreed that if the said cost estimate is sent to the HENOTO headquarters and remains unanswered within 24 hours of its receipt, it must be considered rejected.

13. Supervening impossibility – force majeure – effects.

13.1 The occurrence of an event or circumstance (“Force Majeure Event”) which prevents the performance of one or more contractual obligations constitutes force majeure, if and to the extent proven:

1) that the impediment is beyond reasonable control; And

2) that it could not reasonably have been foreseen at the time of the conclusion of the contract; And

3) that the effects of the impediment could not reasonably have been avoided or overcome.

13.2 The conditions referred to in numbers (1), (2) and (3) are considered fulfilled, unless proven otherwise, in the presence of the following events: war (declared or not), invasions, acts of foreign enemies, widespread military mobilization on the national or international territory; civil wars, riots, rebellions and/or revolutions, insurrections, acts of terrorism, sabotage or piracy; embargoes; need to comply with any law or government order, even temporary and/or supervening, even if resulting from events already known and known, expropriation, requisition, nationalization; plague, epidemics, pandemics, natural disasters or extreme natural events in general; explosions, fires, destruction of equipment, prolonged disruption of transport as well as serious road, air, naval, telecommunications, information system or energy accidents; boycotts, strikes and lockouts, occupation of premises.

13.3 In the event that any Force Majeure Event should occur, HENOTO will be exonerated from the obligation to fulfill its contractual obligations and from any liability for damages or any remedy for breach of contract, starting from the moment in which the impediment prevents the fulfilment.

13.4 If, due to a Force Majeure Event, it becomes necessary to postpone delivery, HENOTO will promptly notify the Supplier who will retain the sums already received as a deposit. The Supplier guarantees that any price updates and shipping rates will not be applied.

13.5 If, due to a Force Majeure Event, it should be necessary to cancel the order before delivery of the Goods covered by the PO, the Supplier will return the amounts received, removing all exceptions and claims from the Supplier.

14 Verification of compliance.

14.1 The verification of the compliant supply, execution of the works and services performed must be carried out jointly between the parties.

14.2 This verification must be acknowledged by the parties according to what is contained in the test report.

14.3 In the event that HENOTO detects non-compliance with the obligations assigned to the Supplier and identified in this agreement and promptly reports them, the Parties will organize an immediate evaluation meeting in which the various problems will be analysed. At the end of the evaluation, the parties will have to compile a report, in which the observations must be included and also the economic amount that the parties intend to attribute to the non-conformity detected in accordance with the provisions of the art. 5.

15. Confidentiality and Non-Competition Agreement.

15.1 The Supplier undertakes not to reveal to third parties and not to use in any way for reasons that are not relevant to the execution of this assignment and also following its termination, the Confidential Information, meaning by this term all information of any nature referring to the Group and/or the Group Companies, which will be provided, during the execution of the contract, such as, but not limited to, documents, software, know-how, intellectual properties, technologies and procedures, estimates, related data to customers and suppliers, as well as all documentation relating to operational programs, its commercial strategies and any other information, if transmitted orally or in writing, including in electronic form, unless they have been published or in any case are of public knowledge.

15.2 With regard to the Customers with whom the Supplier will carry out its activities which are the subject of this contract, it is understood that these are and/or remain Customers belonging to Henoto (hereinafter also Customers).

15.3 Unless expressly authorized in writing by Henoto, for the entire duration of the collaboration and for the following two years from the end of the Contract, the Supplier undertakes not to undertake tasks in the interests of Customers, nor will it carry out any activity for them, directly or indirectly , under penalty of termination of the contract and compensation for damages in the event of termination of the contract itself. The Parties expressly agree that nothing will be due for the agreement, as agreed above, having taken this into account for the purposes of determining the PO. In any case, the right to compensation for damages suffered by Henoto due to the behavior of the Supplier is reserved.

16. Applicable law - ICC arbitration clause.

16.1 Each Purchase Contract will be governed by Italian Law.

16.2 All disputes arising out of or in connection with any rental agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce - ICC, located at 33-43 avenue du Président Wilson - 75116 Paris, France, and shall be finally resolved pursuant to the arbitration rules of the International Chamber of Commerce (published at the following website address: www.iccwbo.org/ publication/ arbitration-rules-and-mediation-rules), which the parties declare to know and approve, by one or more arbitrators appointed in accordance with the said Regulations; The Arbitral Tribunal, appointed on the basis of said Regulation, will apply the substantive law of Italy to the merits of the dispute.

17. Data protection.

17.1 Our customers are informed that the processing of their personal data by HENOTO, owner of the processing itself, will take place in compliance with the legislation referred to in EU Regulation no. 679/2016 (GDPR). In this regard, the privacy policy can be freely consulted online on the HENOTO website at the web address: https://henotoworldwide.com/privacy-policy

GENERAL RENTAL CONDITIONS

1. Orders and contractual object.

1.1 This contract is intended to be completed, with all contractual effects, starting from the signing of this contract, even if prior to the delivery of the rented asset (hereinafter referred to as the Asset or Goods).

1.2 By signing this contract, HENOTO rents from the Supplier, who accepts, for the fee determined in the PO, the use of the Goods indicated in the order, under the conditions specified below.

1.3 HENOTO does not acquire with this contract any ownership rights over the Goods, with consequent express exclusion from removing, altering, destroying and modifying the Goods and any component, even accessory to the same, nor will it be able to alter, destroy, remove or hide any acronyms of identification, serial numbers or the Supplier's trademark affixed to the Goods, nor may it constitute the Goods as a guarantee or pledge.

1.4 The POs will be considered accepted only following written confirmation by HENOTO, which will be sent to the Supplier by email, together with the order signed by the internal reference.

1.5 Where no specific contract has been signed between the Parties, these general conditions together with the PO fully govern the supply relationship in question.

1.6 In case of conflict, the provisions of the PO prevail over these general conditions.

2. Scope of validity.

2.1 Without prejudice to any exceptions and modifications which must be approved in writing, these rental conditions are to be considered valid and effective for each PO sent by HENOTO, confirmed by the Supplier, and for each individual supply by the latter, however exclude the existence of a continuous administration and/or concession and/or distribution relationship. Upon receipt of the order confirmation from HENOTO, the clauses contained in these general rental conditions are recognized as binding by the Supplier.

3. Fee, invoicing and delivery terms.

3.1. In exchange for the rental of the goods in question, HENOTO will pay the Supplier the fee set out in the PO, with the times indicated therein and after issuing an invoice by the Supplier showing the number of the relevant PO, as well as in accordance with the provisions of art. 14 .

3.3 The Supplier declares that, in the price covered by the PO, the costs relating to the recovery, during dismantling, of the Goods, as well as suitable packaging for transport, are included. All preparation materials that are not recoverable at the end of the Event must be disposed of directly by the Supplier.

3.4 The delivery terms are those expressly indicated in the order.

3.5 The delivery deadline by the Supplier is considered fulfilled and respected at the time of delivery of the relevant acceptance by HENOTO.

3.6 The place of delivery will be that indicated by HENOTO.

4. Terms of payment.

4.1 Unless otherwise agreed, payment must be made within the terms indicated in the PO in favor of the Supplier.

4.2 Any dispute or complaint entitles the customer to suspend or delay the agreed payments.

5. Legal guarantee.

5.1 The Supplier guarantees that the rented products correspond to what is established in the PO and that they are free from defects that could make them unsuitable for the use for which they are expressly intended.

5.2 Any defects will result in the immediate return of the Goods to the Supplier, without prejudice to the refund of any amounts already paid by HENOTO and compensation for damage suffered.

5.3 HENOTO is required to verify the conformity of the products and the absence of defects within 10 days from the date of delivery of the products and, in any case, before any use of the same. The customer must report any obvious faults or defects no later than 10 days after delivery of the products, while the reporting of any hidden and/or operational defects (i.e. detectable only following use of the product) must be made within 10 days from discovery of the defect and in any case not beyond the warranty period.

5.4 Complaints must be submitted in writing to the Supplier, indicating in detail the defects or non-conformities found.

6. Supplier Obligations.

6.1 The Supplier undertakes to carry out the activities indicated in the order with the utmost loyalty, confidentiality and correct behavior. The Supplier also undertakes to base every organizational act on the utmost scrupulousness and precision, as well as full compliance with the laws in force on Italian territory, in all their aspects, inherent to the activity referred to in this contract.

6.2 The Supplier declares to have a structure and skills suitable for the rental covered by the PO.

6.3 The Supplier undertakes to communicate to HENOTO the name of the expert and professionally qualified person as his contact person for the subject matter of this PO.

6.4 The Supplier undertakes to carry out the rental covered by the PO in a workmanlike manner and in compliance with the provisions of the law, as well as the technical design drawings, planning and anything else provided to it by HENOTO.

7. Customer Obligations.

8. Assembly and installation.

8.1 The assembly and installation (hereinafter also Works) of the rental goods are specified in the PO if included in the order.

8.3 HENOTO will try to give acceptance of the assembly/installation for invoicing purposes by the Supplier.

9. Personnel responsible for the works.

9.1 The Supplier will be responsible directly and without limits for the conduct of such external collaborators towards HENOTO and any of its assignees (for example: Customer Client, Fair Organisation, Exhibitors, Visitors, etc.).

9.3 The Supplier guarantees that the rental will be carried out as planned only through expert personnel, regularly hired and that they are in compliance with all other regulations regarding subordinate work, including the relevant social security and insurance obligations.

10. Duration.

10.1 The duration of this contract is intended to refer solely to the Event, year and place indicated in the PO header.

11. Delays.

12. Further arrangements requested by the customer.

1 2.1 If any services or customizations not provided for in the PO are requested by HENOTO, a cost estimate will be drawn up by the Supplier which must be signed for acceptance. In any case, it is agreed that if the said cost estimate is sent to the HENOTO headquarters and remains unanswered within 24 hours of its receipt, it must be considered rejected.

13. Supervening impossibility – force majeure – effects.

1) that the impediment is beyond reasonable control; And

2) that it could not reasonably have been foreseen at the time of the conclusion of the contract; And

3) that the effects of the impediment could not reasonably have been avoided or overcome.

14 Verification of compliance.

14.1 The verification of the compliant supply, execution of the works and services performed must be carried out jointly between the parties.

14.2 This verification must be acknowledged by the parties according to what is contained in the test report.

15. Confidentiality and Non-Competition Agreement.

16. Applicable law - ICC arbitration clause.

16.1 Each Purchase Contract will be governed by Italian Law.

17. Data protection.

16.1 Our customers are informed that the processing of their personal data by HENOTO, owner of the processing itself, will take place in compliance with the legislation referred to in EU Regulation no. 679/2016 (GDPR). In this regard, the privacy policy can be freely consulted online on the HENOTO website at the web address: https://henotoworldwide.com/privacy-policy

GENERAL CONDITIONS OF PROCUREMENT AGREEMENT

These general contract conditions apply to all Purchase Orders made by all the companies of HENOTOWORLDWIDE – namely HENOTO USA LLC (USA), GIPLANET MEXICO S. DE RL DE CV (in the process of changing to “HENOTO MEXICO S. DE RL DE CV”), HENOTO MIDDLE EAST EVENTS LLC (Emirates), HENOTO SUISSE SA ( Switzerland ), HENOTO CHINA LTD. (China) – (hereinafter referred to as the “ HENOTO ” or the “ HENOTO ENTITY ”).

1. Orders and contractual object.

1.1 This contract is intended to be completed, with all contractual effects, starting from the signing of this contract, even if prior to the completion of the Goods and Services entrusted to the Contractor relating to the supply, assembly and dismantling of structures and related services, logistics, loading and unloading (hereinafter referred to as Goods and Services).

1.2 By signing this contract, HENOTO entrusts the Contractor, who accepts, for the consideration determined in the Purchase Order (hereinafter also PO), the Goods and Services indicated in the order, under the conditions specified below.

1.3. The POs will be considered accepted only following written confirmation by HENOTO, which will be sent to the Contractor by email, together with the order signed by internal reference.

1.4 Where no specific contract has been signed between the Parties, these general conditions together with the PO fully govern the supply relationship in question.

1.5 In case of conflict, the provisions of the PO prevail over these general conditions.

2. Scope of validity.

2.1 Without prejudice to any exceptions and modifications which must be approved in writing, these contract award conditions are to be considered valid and effective for each PO sent by HENOTO, confirmed by the Contractor, and for each individual supply by the latter lastly, the existence of a continuous administration and/or concession and/or distribution relationship must in any case be excluded. Upon receipt of confirmation of the PO from HENOTO, the clauses contained in these general conditions of sale are recognized as binding by the Contractor.

3. Fee, invoicing and delivery terms.

3.1. In exchange for the supply of the Goods and Services in question, HENOTO will pay the Contractor the fee envisaged in the PO, with the timescales indicated therein and following issue of the invoice by the Contractor showing the number of the relevant PO, as well as as established by the 'art.14.

3.2 The Contractor agrees to carry out the supply covered by the PO at the price indicated therein, considering in the total price also the ancillary work and supplies necessary to deliver the Goods and Services in perfect working order, even if not detailed in the description of the prices or in project documents.

3.3 The delivery terms are those expressly indicated in the PO.

3.4 The delivery deadline by the Contractor is considered fulfilled and respected at the time of delivery of the relevant acceptance by HENOTO.

3.5 The place of delivery will be that indicated by HENOTO.

4. Terms of payment.

4.1 Unless otherwise agreed, payment must be made within the terms indicated in the PO in favor of the Contractor.

4.2 Any dispute or complaint legitimates HENOTO to suspend or delay the agreed payments.

5. Legal guarantee.

5.1 The Contractor guarantees that the Goods and Services supplied correspond to what is established in the PO and that they are free from defects that could make them unsuitable for the use for which they are expressly intended.

5.2 Any defects will result in the immediate return of the Goods and Services to the Supplier, without prejudice to the refund of any amounts already paid by HENOTO and compensation for damage suffered.

5.3 HENOTO is required to verify the conformity of the Goods and Services and the absence of defects within 10 days from the date of delivery of the products and, in any case, before any use of the same. The customer must report any obvious faults or defects no later than 10 days after delivery of the products, while the reporting of any hidden and/or operational defects (i.e. detectable only following use of the product) must be made within 10 days from discovery of the defect and in any case not beyond the warranty period.

5.4 Complaints must be submitted in writing to the Contractor, indicating in detail the defects or non-conformities found.

6. Contractor's Obligations.

6.1 The Contractor undertakes to provide the Goods and Services indicated in the PO with the utmost loyalty, confidentiality and correct behavior. The Contractor also undertakes to base every organizational act on the utmost scrupulousness and precision, as well as full compliance with the laws in force in the area, in all their aspects, inherent to the Goods and Services referred to in this contract.

6.2 The Contractor declares to have a structure and skills suitable for the supply covered by the PO as well as to have examined the state of the premises, the general and particular conditions within which its services must be carried out, the methods, charges and risks inherent to the execution and the circumstances in general, having also taken them into account for the purposes of determining the formulated price.

6.3 The Contractor undertakes to communicate to HENOTO the name of the expert and professionally qualified person as his contact person for the matters covered by this PO. This Contractor manager will have to interface with the HENOTO contact person and go to the latter's headquarters to coordinate on the project and the activities to be carried out (participation in the Makigami ).

6.4 The Contractor undertakes to carry out the supply covered by the PO in a workmanlike manner and in compliance with the provisions of the law, as well as the technical design drawings, planning and anything else provided to him by HENOTO, issuing, where required by law, the certifications of conformity, as well as declarations of the correct assembly of the commissioned fittings.

6.5 The Contractor must faithfully respect the executive project delivered by HENOTO and must not proceed with the execution of works not regularly ordered by the same except within the scope of what is already contractually provided for;

6.6 The Contractor declares to be in possession of a suitable insurance policy for damages caused to HENOTO and/or third parties through its actions or fault during the execution of the works and any subsequent damages deriving from civil liability resulting from the poor execution of the works carried out by the Contractor. Contractor. A copy of the aforementioned insurance policy and the payment receipt must be delivered to HENOTO before carrying out the works;

6.7 The Contractor undertakes to carry out the works using exclusively its own personnel, whose details (surname, name and date of birth) must be provided at least 7 days before the start of the works, with the specific prohibition of using personnel external to the its corporate organization and guaranteeing the obligations referred to in the following art. 9. The use of workers who are not employees of the Contractor may only be carried out subject to explicit written authorization issued by HENOTO. In any case, if the subcontracting has been authorized by HENOTO, the Contractor may subcontract the execution of the works to third parties exclusively under the direct control of the Contractor itself.

6.8 The Contractor undertakes to ensure that third-party companies for which it is responsible also comply with all the regulations and laws in force regarding health and safety in the workplace, social security and accidents. Furthermore, it undertakes to ensure that its employees and any other person appointed by it to carry out the work respect the regulatory standards of the host exhibition center and the legislation in force.

6.9 The Contractor undertakes to list in a specific list, with the identification of the details of an identity document, all the personnel who will have access to the exhibition venues and those not indicated by HENOTO. The Contractor's staff must display a company identification card with a photograph during interventions. HENOTO will not recognize under any circumstances, considering them extraneous to any direct or indirect collaboration relationship, personnel not included in the lists in its possession. In the event that, following an inspection carried out by HENOTO, or by competent bodies, it is found that the Contractor has appointed personnel other than those indicated in the specific lists, HENOTO will be indemnified from any liability arising therefrom, reserving all possible action to protect the operational and image damage suffered;

6.10 The Contractor undertakes to respect and enforce HENOTO policies, with particular attention to the use of the company uniform, the covering of the set-up area with nylon and tape, all HENOTO logged in, under penalty of the application of a penalty equal to €500.00 for each violation found, without prejudice to greater damage at its sole discretion. Furthermore, the personnel assigned by the Contractor must always wear the mandatory personal protective equipment (PPE) to carry out the activities.

6.11 The Contractor undertakes to provide for the removal of waste materials and equipment at the end of each intervention unless otherwise indicated by HENOTO, ensuring in any case the separate collection of such materials.

6.12 The Contractor undertakes to provide HENOTO with everything required by laws and/or regulations in force from time to time and applicable to this contract.

6.13 The Contractor undertakes not to provide its work directly or indirectly to HENOTO Customers, notifying any request to this effect from said customers.

6.14 The Contractor is required to carry out, considering them in the total price of the contract referred to in Article 3, all the work and ancillary supplies necessary to deliver the works in perfect working order and usability, even if not explicitly detailed in the price description or in the project documents.

7. HENOTO Obligations.

7.1 HENOTO undertakes to communicate to the Contractor the essential information of a technical and logistical nature, and confirmation of the project covered by the order. Furthermore, it undertakes to ensure that the stand affected by the preparation in question is made available as necessary to ensure that the Contractor can begin and complete the preparation operations according to a work planning described and attached to the PO and structured in order to allow the execution of the workers' work to proceed without problems of any kind.

8. Assembly and installation.

8.1 The assembly and installation (hereinafter also Works) of the Goods and Services subject to sale are specified in the PO if included in the order.

8.2. At the end of the assembly/installation, HENOTO will verify the performance of the services carried out jointly with the Contractor's representatives/delegates, and for this purpose will sign a report.

8.3 HENOTO will try to give acceptance of the assembly/installation for the purposes of invoicing by the Contractor.

9. Personnel responsible for the works.

9.1 The Contractor will be liable directly and without limits for the conduct of such external collaborators towards HENOTO and any of its assignees (for example: Customer Client, Fair Organisation, Exhibitors, Visitors, etc.).

9.2 The Contractor also undertakes from now on to indemnify and hold harmless HENOTO from any prejudicial consequence (compensation, tax, employment law or otherwise) that may arise from the use of such external personnel.

9.3 The Contractor guarantees the execution of the supply as planned only by expert personnel, regularly hired and to be in compliance with all other regulations regarding subordinate work, including the related social security and insurance obligations.

9.4 Supervise the discipline of employed personnel.

9.5 Observe all the provisions regarding the prevention of accidents, and assuming the broadest and most exclusive responsibility in compliance with the provisions in force.

10. Duration.

10.1 The duration of this contract is intended to refer solely to the Event, year and place indicated in the PO header.

11. Delays.

11.1 In the event of a delay of more than 1 day with respect to the planning attached to the PO or as detailed in the PO, HENOTO may charge the Contractor a penalty equal to €100.00 for each day of delay up to the date of actual delivery, for an amount total not exceeding 100% of the Consideration. HENOTO reserves the right to cancel the supply entirely and request the refund of any amount already paid in addition to any damages.

12. Further arrangements requested by the customer.

12.1 If any services or customizations not provided for in the PO are requested by HENOTO, a cost estimate will be drawn up by the Contractor which must be signed for acceptance. In any case, it is agreed that if the said cost estimate is sent to the HENOTO headquarters and remains unanswered within 24 hours of its receipt, it must be considered rejected.

13. Supervening impossibility – force majeure – effects.

1) that the impediment is beyond reasonable control; And

2) that it could not reasonably have been foreseen at the time of the conclusion of the contract; And

3) that the effects of the impediment could not reasonably have been avoided or overcome.

13.4 If, due to a Force Majeure Event, it becomes necessary to postpone delivery, HENOTO will promptly notify the Contractor who will retain the sums already received as a deposit. The Contractor warrants that any price and shipping rate updates will not apply.

13.5 If, due to a Force Majeure Event, it should be necessary to cancel the order before delivery of the Goods and Services covered by the PO, the Contractor will return the amounts received, removing all exceptions and claims from the Contractor.

14 Verification of compliance.

14.1 The verification of the compliant supply, execution of the works and services performed must be carried out jointly between the parties.

14.2 This verification must be acknowledged by the parties according to what is contained in the test report.

14.3 In the event that HENOTO detects non-compliance with the obligations assigned to the Contractor and identified in this agreement and promptly reports them, the Parties will organize an immediate evaluation meeting in which the various problems will be analysed. At the end of the evaluation, the parties will have to compile a report, in which the observations must be included and also the economic amount that the parties intend to attribute to the non-conformity detected in accordance with the provisions of the art. 5.

15. Confidentiality and Non-Competition Agreement.

15.1 The Contractor undertakes not to reveal to third parties and not to use in any way for reasons that are not relevant to the execution of this assignment and also following its termination, the Confidential Information, meaning by this term all information of any nature referring to the Group and/or the Group Companies, which will be provided, during the execution of the contract, such as, but not limited to, documents, software, know- how , intellectual properties, technologies and procedures, estimates, related data to customers and suppliers, as well as all documentation relating to operational programs, its commercial strategies and any other information, if transmitted orally or in writing, including in electronic form, unless they have been published or in any case are of public knowledge.

15.2 With regard to the Customers with whom the Contractor will carry out its Goods and Services covered by this contract, it is understood that these are and/or remain Customers belonging to Henoto (hereinafter also Customers).

15.3 Unless expressly authorized in writing by Henoto, for the entire duration of the collaboration and for the following two years from the end of the Contract, the Contractor undertakes not to undertake tasks in the interests of Customers, nor will he carry out for them, directly or indirectly, any Goods and Services, under penalty of termination of the contract and compensation for damages in the event of termination of the contract itself. The Parties expressly agree that nothing will be due for the agreement, as agreed above, having taken this into account for the purposes of determining the PO. In any case, the right to compensation for damages suffered by Henoto due to the Contractor's behavior is reserved.

16. Applicable law - ICC arbitration clause.

16.1 Each Purchase Contract will be governed by Italian Law.

16.2 All disputes arising out of or in connection with any rental agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce - ICC, located at 33-43 avenue du Président Wilson - 75116 Paris, France, and will be finally resolved in accordance with the Arbitration Rules of the International Chamber of Commerce (published at the following website address: www.iccwbo.org/publication/arbitration-rules-and-mediation-rules) , which the parties declare to know and approve, by one or more arbitrators appointed in accordance with the said Regulations; The Arbitral Tribunal, appointed on the basis of said Regulation, will apply the substantive law of Italy to the merits of the dispute.

17. Data protection.