GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

1. Applicability and Definitions.

(a) These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods and services by APOGEO SPACE SRL (“Seller”) to the buyer (“Buyer”).

(b) These Terms apply to any Contract between Seller and Buyer (collectively, the “Parties”).

(c) These Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications (the “Other Agreements”), unless the Seller expressly states in any Other Agreement that the same supersedes, or has to be deemed in addition to, the Terms.

(d) Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer and without notice. Any variation or modification of the Terms will not be effective between the Parties unless approved in writing by the Seller.

(e) The terms defined below shall have the following meanings whenever used in these Terms:

“Contract” means any written agreement between Buyer and Seller, including any purchase order accepted with order confirmation, involving the sale of the Seller’s Goods and Services.

“Goods” means products marketed by the Seller and (i) manufactured by other sister companies of APOGEO SPACE (ii) products assembled by APOGEO SPACE with products manufactured by third parties, (iii) products manufactured by third parties.

“Services” means the services related to the Goods such as commissioning tests, inspections, technical documentation, after-sales assistance provided by APOGEO SPACE directly or through third parties.

2. Offers and Orders.

(a) Buyer's purchase order could be exclusively placed through the Apogeo Website E-Portal, unless the Seller expressly states that Other Agreements has been reached by the Parties.

(b) By placing an online order thought the E-Portal, Buyer shall be fully responsible for any incorrectly or incompletely given information, address and delivery details.

3. Delivery of Goods and Performance of Services.

(a) The Goods will be delivered within a reasonable time after receipt of the Buyer's purchase order, subject to availability of finished Goods. Subject to Section 3 hereunder, Seller shall not be liable for any delays, loss, or damage in transit.

(b) Unless otherwise agreed in writing by the Parties, Seller shall deliver the Goods to the address resulting from the order.

(c) Unless otherwise agreed in writing by the Parties, Seller will arrange shipping at his discretion, based on the volume/weight resulting from the order.

4. Non-Delivery.

(a) The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b) Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within three (3) days of the date when the Goods would in the ordinary course of events have been received.

(c) Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

(d) Buyer acknowledges and agrees that the remedies set forth in Section 4 are Buyer's exclusive remedies for any non-delivery of Goods.

5. Billing.

(a) Invoices shall be prepared and delivered in accordance with the law of the Seller’s Country. A courtesy copy of the invoices will be sent via email, upon express request of the Buyer.

(b) Buyer is required to provide the Seller with tax information required from Seller Law. The Buyer is responsible for keeping the tax information in their account up to date, and promptly communicating any changes.

6. Title and Risk of Loss. Subject to Section 11 (a), title and risk of loss passes to Buyer upon delivery of the Goods to the courier.

7. Buyer's Acts or Omissions. If Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

8. Inspection and Rejection of Nonconforming Goods – Customer cooling-off period.

(a) Buyer shall inspect the Goods within five (5) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller's facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, deliver to Buyer the replaced Goods.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 8(b), all sales of Goods to Buyer are firm and made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller. (d) If Buyer falls under the EU's Customer Rights Directive, Buyer will have a 14-day right of withdrawal to return Goods purchased online. In this case Buyer could return items for any reason without justification, though some exceptions apply. The 14-day period starts the day you receive the Goods.

9. Price.

(a) Buyer shall purchase the Goods and Services from Seller at the price[s] (the “Price[s]”) set forth in pre-order form.

(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.

10. Payment Terms.

(a) Standard term, if not differently agreed, is “Advanced Payment at order”. Buyer shall pay all invoiced amounts due to Seller in one with order confirmation.

(b) Buyer shall pay interest on all late payments at the lesser of the rate of one- point five percent (1,0%) per month, or the highest rate permissible under applicable law, calculated daily. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder.

(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.

11. Limited Warranty.

(a) Seller warrants to Buyer that for a period of six (6) months - or two (2) years if Buyer falls under the EU's Customer Rights Directive, from the date of delivery of the Goods (“Warranty Period”), that such Goods will materially conform to the specifications set forth in APOGEO SPACE general catalogue, as updated from time to time, or in the quotation eventually sent by APOGEO SPACE to Seller and/or in the technical documentation eventually provided by APOGEO SPACE, and will be free from material defects in material and workmanship. The warranty does not cover ordinary wear and tear or consumable items.

(b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

(c) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 11(A) AND 11(b), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(d) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 11(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(e) The Seller shall not be liable for a breach of the warranties set forth in Section 11(a) and Section 11(b) unless: (i) Buyer gives written notice of the defective Goods or Services, as the case may be, reasonably described, to Seller within eight (8) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 11(a) to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Goods or Services are defective.

(f) The Seller shall not be liable for a breach of the warranty set forth in Section 11(a) or Section 11(b) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.

(g) Subject to Section 11(e) and Section 11(f) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate; provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Goods to Seller.

(h) Subject to Section 11(e) and Section 11(f) above, with respect to any Services subject to a claim under the warranty set forth in Section 11(b), Seller shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.

(i) THE REMEDIES SET FORTH IN SECTIONS 11(G) AND 11(h) SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTIONS 11(A) AND 11(b), RESPECTIVELY.

12. Limitation of Liability; Indemnification.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE (1) TIMES THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.

(c) Buyer shall indemnify, defend and hold harmless Seller, and its officers, directors, employees and agents from and against any losses, liabilities, damages, demands, obligations, fines or civil penalties, expenses, costs, and fees (including, but not limited to, court costs and reasonable attorney’s fees) of whatsoever kind and nature (collectively, “Losses”), imposed on, incurred by, or asserted against, Seller, its officers, directors, employees and agents, in any way relating to or arising out of (a) Buyer’s failure to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; (b) Buyer’s alterations or repairs of Goods without the prior written consent of Seller (c) the use, operation, possession or disposition of the Goods by Buyer, (d) the willful misconduct or gross negligence of Buyer or any of its officers, directors, employees or agents, or (e) the negligence of Buyer or any of its officers, directors, employees or agents, to the extent that Losses are caused by such negligence.

13. Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.

14. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer:

(a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

15. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, know- how, research and development, patents, ideas, processes, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non- confidential basis from a third party.

17. Personal data processing.

(a) For the performance of this Agreement, except for the provision below, the Parties do not expect any personal data relating to any other person (Data Subjects) to be communicated or shared by each other, according to Regulation (EU) 2016/679 and any personal data protection law applicable in the respective Countries (“Applicable personal data protection law”).

(b) Notwithstanding the above, should any information and personal data (such as personal data attributable to legal representatives, business contact person, partners) be treated during the execution of this Agreement, either Party, in its quality as autonomous controller according to art 4 and 24 of Reg UE 679/2016 “GDPR”, undertakes to abide by the rules and obligations provided by the applicable law concerning personal data treatment (Reg UE 679/2016 GDPR and Italian Decreto Legislativo n. 196/2003 as amended and integrated).

18. Intellectual Property Rights. Any intellectual property rights connected with the Goods or Services (the “IP Rights”), including any individual part thereof, both software and hardware and any documentation pertaining thereto, including designs, drawings, technical specifications, belong solely to the Seller and/or to the manufacturer of the Goods. The Buyer is obliged not to carry out any act that is incompatible with the ownership of the IP Rights, and shall inform the Seller in writing of any possible infringement of the IP Rights immediately.

19. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

20. Suspension of Delivery of Goods and Performance of Services.

Seller shall have the right to suspend the delivery of Goods and the Performance of Services in extraordinary events beyond the reasonable control of Seller, including, without limitations, plague, epidemic, pandemic, outbreaks of infectious or viral disease or any other public health crisis without liability and upon written notice to Buyer as Seller determines to be necessary or appropriate:

(a) for the health and safety of the Seller's employees or contractors, including without limitation:

(i) to comply with any shelter-in-place, quarantine requirements, social distancing, travel restrictions, or any other order, instruction, or request of any government, public health, or emergency service organization, or other competent authority; or

(ii) due to shortages or unavailability of personnel or personal protective equipment.

(b) as a consequence of economic downturn, business interruption, or cash-flow difficulties, including without limitation, adjustments in payments from lenders or investors; or

Seller shall have the right to suspend the delivery of Goods and the Performance of Services pursuant to Sections 20 whether or not the events listed therein qualify as a Force Majeure event under Section 19.

21. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

22. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

24. Governing Law and Jurisdiction.

This Agreement shall be governed, interpreted and construed in accordance with the laws of Italy, without regard to the principles of conflict of laws thereof. Each of the Parties acknowledges and agrees that any dispute, claim or controversy arising from, relating to, or in connection with this Agreement, including any question regarding its existence, validity or termination, which may not be amicably settled between the Parties, shall be submitted to the exclusive jurisdiction of the Tribunale of Brescia, Italy.

25. Export Control.

(a) Each Party agrees to comply (where applicable) with all statutes, regulations, directives, and ordinances of any jurisdiction applicable to either Party in connection with the activities of this Agreement. In particular, for the purposes of this Agreement, each of the Parties shall abide by all applicable export laws and regulations including without limitation, European Union and United States laws and regulations. Should a Party fail to comply with the obligations of this Article, the other Party may immediately terminate this Agreement.

(b) The Buyer acknowledges that the exportation or making available of the Goods, services or technical support outside the customs territory of the European Union and/or to certain entities or destinations may be subject to control by the competent authorities. The Buyer undertakes to take all necessary measures to comply with the laws and regulations of Italy, the European Union, the United Kingdom and/or the United States of America regarding export control and international economic sanctions.

(c) In the event that the Goods and any other items, services or technical support provided by the Seller are exported, re-exported or made available by Buyer (hereinafter collectively the "Affected Goods"), the Buyer shall comply with all applicable export control and international economic sanctions regulations. In any event, the Buyer is prohibited from transferring the Affected Goods to any customer included in any list of natural or legal persons, entities or bodies subject to restrictive measures imposed by the European Union, the United Kingdom, the United States of America and/or the United Nations, and/or to persons or entities controlled directly or indirectly by the latter.

26. Severability. Should any provision of this Agreement be determined to be void, invalid, unenforceable or illegal for whatever reason, such provision(s) shall be null and void; provided, however, that the remaining provisions of this Agreement shall be unaffected thereby and shall continue to be valid and enforceable.

27. Amendment and Modification. APOGEO SPACE reserves the right to modify and/or amend these Terms at any time.