A.L.A. S.p.a. info@alacorporation.

com
Sede Legale Viale Gramsci, 16 www.alacorporation.com
80122 NAPOLI (NA) Phone +39-081 3036311
C.Soc: Euro 7.400.000,00 I.V. Fax +39-0813032651
C.F e Iscr.Reg Impr. NA nr.06239191213 P.IVA:IT062391213
REA Napoli nr.803780NA-1103784TO

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Purchase Order N. 4500008473
Buyer : Fastener
P.O. Date 31 Oct 2016 Currency EUR

To : Ditta Alba
Address : 1 viale delle rose rosse Billing Address : A.L.A. S.p.a.
Zip Code : 81031 Country : GB Sede Legale Viale Gramsci, 16
City : Aversa 80122 NAPOLI (NA) -

Attn of : Stefania Albanese Shipping and Mail A.L.A. S.p.a

Phone : 0811111111 Address : STRADA PROV.LE PIANURA, 2 LOTTO
Fax : 0811111111 40A 8078 POZZUOLI (NA)-ITA

Terms and Cond. Of Payment :

our code is 1234567
Terms : FOB

FOR GENERAL TERMS AND CONDITIONS AND QUALITY REQUIREMENTS, PLEASE REFER TO ATTACHMENT 1
NOTE :

Special Conditions :

ITEM PART NUMBER UM Q.ty Delivery Date Needed Date Price P.U. Amount Our RfQ Your RfQ
10 298A8866P003 PC 100 31/10/2016 11.00 1 1100.00
HYDRAULIC CYLINDER
TR MC IP IR FAI Awrt. Attributes:
QWEQWEQEQWEQWEQWEQWEQWEQWEQWEQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQWEEEEEEEEEEEE
EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE
EEEEEEEEEEEEEEEEEEEEEWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWW
WWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWASDASDASDASDASDAFERCCFGVBJHWKSVXBHJKEBHSJ
KLEVWBJHSNKWEFVSBHJNKLFSJNKLRWHJNKSLCIJNSKLCWIJNSKLCWISJNKLCJISNKCWHJSNK
CWISJNKLCWIJSNKMWCISJNK

Currency : EUR TOTAL AMOUNT 1100.00

Supplier’s Stamp and Acknowledgment Signature

Signature by
 Page 2 / 2

General Terms and Conditions

AQF1006-1 Rev.Y dated July 20th 2016
1. Applicability These General Terms and Conditions (“GTC”) apply to the purchase order(s) (“Order(s)”) issued by Aerolyusa Inc. and its subsidiaries or associates companies (hereinafter, referred to as “AEROLYUSA INC.”) to the
supplier (hereinafter, referred to as “Supplier”) for the supply of goods or the performance of services (hereinafter, referred to as “Products”/“Services” or more generally “the Supply”) as well as any additional supply made under
further AEROLYUSA INC.’s Orders.
2. Acceptance of the Order Definitive acceptance of the Order by the Supplier shall occur through the return of the Order Acknowledgment, duly signed by a representative of the Supplier, within 7 calendar days from the date of
transmission of the Order by AEROLYUSA INC.. If the Supplier fails to return the Order Acknowledgement duly signed within the above term, then the Order shall be considered as accepted. By acceptance of the Order, the Supplier
undertakes to supply the Products/perform the Services to AEROLYUSA INC. in accordance with these GTC. Upon acceptance, this Order shall constitute the entire agreement between the Parties and shall supersede any prior
communications or representations between the Parties, including any other provision set forth in any other document issued by the Supplier to AEROLYUSA INC.. Any amendment to the Order shall be effective and binding through
the execution of a written Order Amendment. In case of any inconsistency between the provisions of the GTC and the provisions of any applicable agreement valid for the subject of this supply (“Contract”), the following hierarchy
shall apply: 1) the specific requirement stated in the Order; 2) the Contract of Supply; 3) these GTC.
3. Delivery Terms Delivery shall be in accordance with the instructions detailed in the Order. Any change thereof requires written authorisation by AEROLYUSA INC.. Should the Supply be delivered in advance of the expected
contractual delivery date by more than 5 (five) working days, AEROLYUSA INC. shall have the right: (i) to return it at Supplier's expenses and risks; or (ii) to accept it and postpone the relevant payment to the date in which the
invoice would have been paid had the contractual delivery date been met. Unless otherwise specified in the Order, over deliveries and under deliveries in terms of quantity of Products will not be accepted by AEROLYUSA INC. and
surplus merchandise will be returned at Supplier’s full cost and risk. Title in the Supply shall pass to AEROLYUSA INC. on delivery according to the shipping Incoterms specified in the Order. Such passing of title shall not constitute
acceptance of the Supply by AEROLYUSA INC.
4. Price, Invoicing and Payments Unless otherwise specified in the Order, the Prices set forth in the Order are fixed up to the completion of the Supply and shall not be subject to review. The Supplier shall issue and send, within the
terms prescribed by the applicable laws, the invoice for the Products/Services, bearing the reference data of the Order and the freight documents. Payments will be made in accordance with the provisions of the Order provided that: (i)
a valid invoice has been issued; (ii) the relevant Supply will have not been rejected pursuant to clause 2. The Supplier is not entitled to issue bills of exchange including drafts, banker's drafts and the like.
5. Characteristics and Conformance of the Products/Services, Documentation and Quality Requirements The Supplier hereby guarantees that the Products/Services are compliant with the last revision index of the applicable Technical
Specifications and Quality Assurance Requirements as well as with the relevant applicable national and community regulations, and undertakes to hold AEROLYUSA INC. harmless from any damage – to AEROLYUSA INC. or to
third parties – deriving from any defects therein. Upon the Supplier's default on the compliance obligations set out in this clause, AEROLYUSA INC. will have the right to reject the Supply at Supplier’s risk and expenses and to
terminate the Order. Any non-conformity or fault shall be notified to the Supplier in writing at the end of AEROLYUSA INC. acceptance process or during its use, within 30 (thirty) calendar days as of discovery of such non-
conformity or fault even if the relevant invoice will have been paid. The Supplier shall bear full liability for any non-conformity or fault in the supply as contested to AEROLYUSA INC. by any of its customers. The Supplier hereby
recognizes and accepts that any Supply rejected shall be deemed as not having been delivered and clause 11 shall apply. Subject to alternative testing and acceptance procedures prescribed by the Technical Specifications,
AEROLYUSA INC. is entitled to check, at any time, the state of readiness of the Products/Services, the conformance with the Order and Technical Specifications, the available documentation, and where possible, to carry out an
operational check and quality audit and capacity and capability assessment. For parts procured according to a specification to which a QPL (Qualified Product List) is required, the Manufacturer must be duly included in that QPL. It is
agreed also that for perishable Products, a residual minimum period of 95% (ninety five percent) of the Product shelf life is required at the time of shipment.
6. Technical Modifications The Supplier shall not be entitled to implement any technical modification to the Products/Services without previous written approval by AEROLYUSA INC.; such approval shall only be given by means of
an Order Amendment executed by the Parties. Costs connected to any modification to the Products/Services necessary or convenient to allow the Supplier to fulfil its own obligations in relation to these GTC, shall be borne exclusively
by the Supplier, except where such modification(s) are requested by AEROLYUSA INC. At any time after the issuance of the Order, AEROLYUSA INC., at its sole discretion, shall be entitled to require the Supplier to modify the
technical configuration, design, and/or any other technical element of the Products/Services. It is understood and agreed that either AEROLYUSA INC. or the Supplier are entitled to request a price adjustment in connection with such
modifications.
7. Access right to the Supplier Premises AEROLYUSA INC. or third parties appointed by AEROLYUSA INC. or AEROLYUSA INC. Customer or Regulatory Authority have the right to access and to carry out inspections and/or
Quality Audits at the Supplier’s premises, in order to verify the fulfilling of all the obligations undertaken by the Supplier. AEROLYUSA INC.'s rights to perform inspections shall be subject to a three working days prior notification.
8. Warranties The Supplier warrants that the Supply shall conform to the requirements of the Order and any relevant documentation attached thereto and be free from: (i) defects in material and/or workmanship, (ii) defects in software,
(iii) defects in design. The period of warranty under points (i) and (ii) shall be 24 (twenty four) months from the delivery of the Supply. In the event that such defects or malfunctions will not be remedied by the Supplier within a period
of 30 (thirty) calendar days as of the notice provided by AEROLYUSA INC., then AEROLYUSA INC. shall be entitled to terminate the Order in accordance with clause 11. Possible repairs of the Supply shall not diminish the period
of warranty remaining at the date of the notification of the defect.
9. Liability, Release and Indemnity For the entire duration of the Order, the Supplier is fully and exclusively liable to AEROLYUSA INC. for any consequence deriving from non-compliance with any provision of law and/or of
regulations. In particular, the Supplier shall: (a) release AEROLYUSA INC. in connection with any loss, expense, damage or liability which may derive from accidents occurred to the Supplier’s personnel in the supplying/carrying out
of the Products/Services, as well as with any other responsibility for damages occurred to third parties as a consequence of acts or omissions attributable to the Suppliers’ personnel; (b) with reference to the Order, enter into a third-
party liability insurance policy having a maximum premium able to cover damages that may occur to individuals and/or property as a consequence of the obligations undertaken by the Supplier under the Order and to keep such
insurance policy for a period of 24 (twenty four) months following the termination of the Order (however determined). In respect of the Order, the Supplier also agrees to indemnify and hold harmless AEROLYUSA INC. against third
party claims for any damages, liabilities and costs resulting from: (i) any damage, loss, death or injury caused by an act, negligence or omission of the Supplier or any of its subcontractors even if not authorized; (ii) any alleged or
actual infringement of any patent, registered design, trademark or copyright in existence or pending at the date of the Order relating to the Supply.
10. Supplier’s obligations relevant to matters safety and health The Seller is aware and works in compliance with the scope of REACH (Registration, Evaluation and Authorization of Chemicals), RoHS (Restriction of Hazardous
Substances) and is committed to protecting the Human Rights of all Employees, opposing Human Trafficking and the exploitation of children.11. Termination At any time during the term of the Order, AEROLYUSA INC. may
terminate the Order in whole or part by written notice to the Supplier if the latter fails to comply with of any applicable law or its obligations under these GTC. Termination shall be valid as of the date the aforesaid notice has been
received by the Supplier. Additionally, AEROLYUSA INC. shall have the right to recover any costs, charges or expenses incurred as a result of the termination, including those sustained to procure the Supply elsewhere and any
further damages or losses it might have suffered as a consequence of the termination.
12. Liquidated Damages Should the Supplier fail to deliver any Product or perform any Service ordered by AEROLYUSA INC. under an Order within the relevant delivery date for reasons other than Force Majeure, the Supplier shall
pay to AEROLYUSA INC. liquidated damages in the amount of 0,5% (half point per cent) of the price of the Products or the Services for every calendar day of delay subsequent to the grace period of 5 (five) calendar days. The above
are without prejudice to any right of compensation of further damages or termination under these GTC. It is agreed that AEROLYUSA INC. shall have the right to withhold those sums it is entitled to claim as liquidated damages in
order to set off any sum due to the Supplier as payment for its Products/Services.
13. Force Majeure Neither party shall be liable to the other for damages arising from delay in delivery or any other non-performance under this Order due to causes beyond its control and without its fault or negligence, including but
not limited to acts of God or of the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusual severe weather.
14. Confidentiality, Media and Personal Data Protection All information and Data contained in the Order and its attachments shall be treated as strictly confidential and used exclusively for the purpose of the Order and shall not be
disclosed to third parties. The Supplier, or its subcontractors, shall not publicise this Order without AEROLYUSA INC.’s prior written approval.
15. Assignment and Subcontracting The Supplier shall not be entitled to subcontract an Order as well as any obligation and/or right arising from the Order to third parties, without AEROLYUSA INC.’s prior written consent.

16. Import/Export Laws In performing their respective obligations under this GTC and/or the Orders, both Parties will comply with all applicable export control and sanctions laws, regulations, and orders, as they may be amended from
time to time, applicable to the export and re-export of defence articles and services. If any Product/Service is subject to the abovementioned export control and sanctions laws, regulations, and orders, the Supplier shall promptly inform
AEROLYUSA INC. and shall be responsible to timely obtain all necessary licenses and or authorisation from the relevant authorities.
17. Ethical standards AEROLYUSA INC., which operates in full compliance with current legislation, requires that the Supplier, for the supply of goods / performance of services, shall be in compliance with any applicable law.
18. Applicable law and jurisdiction The Order, including the present GTC, shall be governed by the Laws of the State of New York, without regard to its conflict rules. in the event of disputes arising out of or in connection with the
Order and with the present GTC, the parties shall use their best endeavours to resolve the dispute amicably. In the event that amicably agreement cannot be reached within 60 (sixty) calendar days, the dispute shall be submitted to the
exclusive jurisdiction of the State of New York.

Date …………………………………….. SIGNATURE ………………………………….……

TITLE………………………………..........................

SUPPLIER …………………………………………..