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GENERAL TERMS OF SALE TO RETAILERS

This document contains the general terms of sale to retailers (hereinafter “General Terms of Sale”) of the company RIZOMA S.r.l., with registered offices in Via Quarto, 30/32/34 - 21010 Ferno (VA), Italy (hereinafter “Seller” for the sake of brevity).

1. Subject

1.1 The General Terms of Sales described hereunder govern all relations that shall be established between the Seller and the dealer (hereinafter called “Buyer” for the sake of brevity), regarding the sale of the Seller’s products in the motorcycle sector, as specified each time in the Buyer’s order and in the Seller’s order confirmation (hereinafter called “Products” for the sake of brevity). These General Terms are not applied to the sale of the Products to private customers or end users.

1.2 Exceptions or changes to these General Terms shall be valid only if explicitly accepted in writing by the Seller.

All the instructions given by the Buyer in the order sent to the Seller that conflict with or are in addition to these General Terms shall be considered null or void of effect unless explicitly accepted in writing by the Seller.

1.3 The General Terms of Sale are not a contractual proposal, and do not bind the Seller to enter into any kind of contract with the Buyer. The contracts of sale are concluded time by time only with the order’s acceptance, as specified in Art. 2.

2. Conclusion of the Contracts of Sale

2.1 Every order that the Buyer sends is subject to these General Terms of Sale. The orders are sent by the Buyer through the “Dealer Area” in the Seller’s web site www.rizoma.com. To place the orders, the Buyers must follow the procedure set therein.

2.2 The contract of sale is considered concluded at the time of acceptance of the order by the Seller ex works Ferno (VA), Italy. The Seller may accept the order by operating the supply or by a written confirmation.

Should the Seller not accept the order, it shall communicate its decision to the Buyer within 7 working days (Saturday excluded) in written; no legitimate expectation of the Seller’s acceptance may rise in the Buyer before the expiry of this term.

The Seller has no obligation of accepting the order and, therefore, at its sole discretion, the Seller is free to deny any supply required. Consequently, no order shall be binding unless, and until, it is accepted by the Seller.

2.3 Agents and brokers do not in any way bind the Seller and all orders received from the aforesaid agents and brokers are subject to the Seller’s order confirmation in writing.

3. Products

3.1 The information about the Products contained in catalogues, price lists, brochures or other similar documents have purely indicative value and do not bind the Seller unless explicitly referred to in the contract of sale.

3.2 The Seller reserves the right to introduce modifications to the Products that it deems necessary or appropriate, at any time.

4. Retention of Title

The parties explicitly agree that the sale is made with the Seller retaining title on the Products, and therefore the Buyer will purchase the title only at the time of full payment of the total agreed price, plus accessory charges, but assumes its risks from the time of delivery pursuant to art. 1523 of the Italian Civil Code.

If requested, the Buyer is obliged to collaborate with the Seller in fulfilling the formalities necessary for rendering this lien agreement effective in his country.

5. Prices

5.1 The sale prices, stated in Euro, are calculated “Ex Works”; the sale prices refer to the products themselves only, and do not include any other charge or cost, unless differently specified by the Seller. Charges may applied for any additional cost (like, but not limited to, costs arising from any modification required by the Buyer of orders after their placement) in which the Seller will incur to satisfy the Buyer’s requests.

5.2 The Seller cannot change the sale prices after the Buyer receives the order confirmation.

5.3 Without prejudice to the foregoing provisions of Articles 5.1 and 5.2, the Seller reserves the right to change the price of the Products at its discretion in case of change in the costs of raw materials, labour and/or other costs associated with the production cycle.

5.4 The prices that appear on the current Rizoma price list have no binding value. The only prices having binding value are those indicated in the order’s placement form on the Seller’s website.

6. Terms of Payment

6.1 The terms of payment are indicated each time in the order’s placement form on the Seller’s website.

6.2 Unless otherwise agreed, all payments must be made to the Seller at its offices or at the bank the Seller specifies, except for the case of those made to a duly authorised collector in possession of a mandate to collect all amounts due on behalf of the Seller.

6.3 In the case of failure to pay any part of the sale price at one of the established deadlines, the Seller reserves the right to charge the Buyer, without needing to issue a formal notice of default, an interest equal to the interest rate of the primary re-financing instrument of the European Central Bank increased by 7 percentage points, pursuant to art. 4 of Italian Legislative Decree no. 231 of 9 October 2002 in implementation of Directive 35/2000/EC, without prejudice to any other solution provided for by the applicable regulations in favour of the Seller, including the right to not dispatch any back orders, even if accepted by the Seller, until payment of the due amounts has been made.

No or incomplete payment within a period of 14 (fourteen) days from the established deadline gives the Seller the right to stop deliveries and immediately terminate the contract of sale, without prejudice to the right to obtain compensation for damages, including – for instance – reimbursement of legal costs associated with any lawsuits brought forward to assert the Buyer’s non-fulfilment.

7. Delivery of the Products

7.1 Unless otherwise indicated by the Seller (e.g. in the order confirmation), delivery of the products to the Buyer is “Ex Works” Seller’s premises. All the transportation costs and all the expenses thereof, (including, but not limited to, all the custom fees, taxes, dues, levy, certifications, and so forth) shall be paid by the Buyer. This provision applies also to the above mentioned transportation costs and expenses which are not indicated till the conclusion of each sale, but which may arise from the transportation; in such cases, the Seller shall expose such expenses, and the Buyer shall pay for them.

7.2 The terms of delivery indicated in the order’s placement form on the Seller’s website are established in favour of the Seller and are purely indicative, so any delay cannot give rise to any claim for damages or cancellation of the Buyer’s order. Any criminal clauses for delay in deliveries shall not apply to the Seller. The above-stated delivery terms are in any case overcome by the occurrence of causes of force majeure to which Art. 9 applies.

7.3 If the Buyer asks the Seller to appoint a carrier or forwarder for pick-up and transport, it must do so in writing and, if the Seller accepts, the carrier or forwarder shall be considered appointed directly by the Buyer, and the Buyer shall be responsible for the risks and costs.

7.4 From the time the Products are delivered to the first transporter, regardless of the delivery term agreed to, as is also the case in which the Buyer delays in picking up the Products the Seller places at its disposal, all risks regarding the Products are transferred to the Buyer, who is also responsible for the costs for storage, safe-keeping, insurance or anything else, including installation, connection and assembly costs.

8. Warranty

8.1 The Seller warrants that the sold Products are free of defects and comply with the stated specifications and characteristics.

8.2 As the transferred Products are intended for resale to end users, the Seller shall intervene in relation with the requests for assistance under warranty that it should receive in writing in terms of law and, in any case, within 26 months from delivery of the new Product to the end user, for defects appearing within 24 months from the delivery of the new Product to the end user, provided that:

a) evidence is provided that the product has been delivered new during the validity of the warranty (e. g. receipt);

b) it is ascertained that the reported defect existed before delivery of the Product to the Seller;

c) it is ascertained that the defect does not depend on using the Product for purposes and aims other than the natural ones, on use non-compliant with what is established in the User’s Manual, if any, on incorrect installation, maintenance or pre-existing repair performed by third parties;

c) the Buyer is up-to-date with its payment for the Products, even different, ordered from the Seller.

The warranty is considered given to the Buyer only, and cannot be extended to subsequent purchasers or any third party.

8.3 The Buyer that plans to request assistance under warranty must:

a) notify the request in writing (email, fax or registered letter) within 7 days from receipt of the Products where it is a question of defects immediately visible during an external check; or

b) notify the request in writing (email, fax or registered letter) within 7 days from receipt of the end user’s complaint if it is a question of defects that have appeared after resale to third parties.

In both cases the Seller will send the Buyer a special form (Complaint – Opening Request), giving explicit instructions on any return of the allegedly defective Products or requesting documentation, photographs, or other.

8.4 The Seller may replace the defective Product or eliminate the defects, at its final judgement. Replacement, if any, of the defective Product shall be made Ex Works Seller’s premises. The above-mentioned replacement is the limit of the warranty given. The Buyer assumes responsibility for failed return of the defective product and for all damages deriving from or associated with said non-return.

8.5 All expenses and all costs borne by the Seller for checks and assistance not due to defects or flaws of the Products must be reimbursed in full by the Buyer to the Seller within, and no later than, 30 days from the date the Seller sends the relevant invoice.

8.6 Some Products contained in the Rizoma Catalogue cannot be used on public roads. It is the Buyer’s responsibility to ascertain in advance which Products contained in the Rizoma Catalogue cannot be used on public roads and to notify its customers and the end users. The Seller does not assume any responsibility for improper use of its Products.

8.7 The warranty given based on this article replaces all and any other forms of warranty, explicit or implicit, whether provided for by rules of law or by commercial practices, including any warranties of marketability or suitability for a specific use without limitation, to be considered explicitly excluded.

8.8 Any right of the Buyer to stop or delay payments, as well as to apply price reductions and/or considerations amongst the price of the Products and sums that the latter deems due to it for any reason is explicitly excluded.

8.9 The Seller does not guarantee the compatibility of its Products with third-party accessories or products.

9. Force Majeure

In any case, the Seller shall not be responsible to the Buyer for the breach of any clause of these General Terms if the breach is rendered impossible or excessively onerous due to unforeseeable events not attributable to it. The following are to be considered included amongst said events by way of a non-limiting example: fires, floods, earthquakes, explosions, accidents, wars, revolts, insurrections, sabotage, epidemics, restrictions due to quarantine, strikes, lack of manpower, transport blocks, lack of energy, lack of raw materials or machinery for producing the Products, natural events and acts of any public authority, even foreign.

Also considered explicitly included amongst the event of force majeure are any illegal and fraudulent uses by third parties of credit cards, cheques and other payment instruments since at no time during the purchasing procedure is the Seller able to verify the holder of the credit card or check the origin of the credit instrument.

10. Distinctive Marks of the Products

10.1 The Buyer undertakes to neither cancel nor remove the trademarks and other distinctive or identifying signs on the Products.

10.2 The Buyer can use the trademarks and other distinctive marks of the Seller regarding the Products only for promotional and advertising purposes, and in the sole interest of the Seller, and only with the explicit written consent to be obtained case by case by the Seller. It is understood that this does not entail the Buyer purchasing ownership of said signs. Therefore, the Buyer cannot apply for registration without a specific authorisation of the Seller in writing in advance.

10.3 The Buyer is explicitly forbidden to use the trademark of the Seller for identifying products not belonging to the Seller or in association with said different products. More in general, the Buyer is forbidden to use the trademark of the Seller in any way (including websites) for its own interest, or that of third parties. It is also understood that in no way may the Buyer use or register names or trademarks of the Seller as its own domain name, unless explicitly authorised in writing in advance by the Seller.

10.4 It is acknowledged that the Seller is not the owner of the HONDA®, YAMAHA®, SUZUKI®, KAWASAKI®, DUCATI®, HARLEY-DAVIDSON®, BUELL®, BMW®, TRIUMPH®, KTM® trademarks and that said trademarks and/or other registered trademarks, names of identifying acronyms of the motorcycles contained in the products of the Seller are considered placed only as reference for using accessories produced by the Seller.

11. Conditions and restrictions for the use of the images

The images, (herein after “Images”) are the sole property of Rizoma and are protected by the Law on intellectual and industrial property.

Images can only be used with the only purpose to promote the sale of the products Rizoma.

Images can only be used be used under the following conditions and restrictions, which the Seller must follow:

- Images shall be used only in their original version;

- any change to the Images is strictly forbidden: such as, including but not limiting to, partial reproductions, chromatic alterations, any additional text, illustrations and all that in the same images are forbidden;

- Images can only be used in the Seller’s web site or Seller’s paper catalogues; the upload and any use of the Images in any web site other than yours are strictly forbidden.

The responsible of any violation of these conditions is liable to all the consequences provided by law, such as, but not limited to, the termination for breach of the supply agreement and all the other agreement in force, and the obligation of compensation of the damages.

12. Termination of the contract of sale

The Seller has the right to immediately terminate the contract of sale concluded on the basis of Art. 2 of these General Terms in addition to the cases explicitly provided for by these Terms and by applicable regulations should any modification to the financial situation of the Buyer occur such as to jeopardise its ability to meet its obligations or in the case that the Buyer, for example, is placed in liquidation, subjected to bankruptcy or to other insolvency proceedings.

In that case the Seller shall be entitled to request full payment, in a lump sum, of the amount the Buyer still owes, if any.

13. Autonomy

Should any clause of these General Terms be considered invalid, said invalidity shall not compromise the validity of the other clauses, which will continue to be totally effective.

14. Incoterms

Use of the term “Ex Works” in these General Terms, as well as any other possible delivery term agreed to by Seller and Buyer, shall be interpreted in accordance with the INCOTERMS of the International Chamber of Commerce in effect from the date the contract of sale is concluded.

15. Applicable Law

These General Terms and all contracts of sale subjected to them are governed only by Italian Law.

16. Competent Jurisdiction

16.1 Italy has jurisdiction over all controversies arising from these General Terms and from the contracts of sale concluded on their basis, and the Court of Milan has sole competence.

16.2 As an alternative to what is stated above, the Seller has the right, at its sole discretion, to sue the Buyer before the competent Court where the latter’s place of business is located.

17. Granting and processing personal information

The personal data of the Buyer are collected with the aim of registering them and starting the procedures for executing contracts of sale with the Buyer concluded based on these General Terms and the relevant necessary communications. Said information is electronically processed in observance of current laws and may be exhibited only upon the request of the judiciary authority or other authorities authorised by the law. The personal data will be communicated to parties appointed to carry out activities necessary for the execution of contracts entered into and circulated only within the scope of said purpose. The interested party has the rights stated in art. 23 of Italian Legislative Decree 196/2003.

18. The Buyer, in its quality of professional, acknowledges and declare to have read, understood and to agree with these General Terms, with special reference to the articles 2, 4, 5, 6, 7, 8, 10, 11, 12, 15, 16.

All the contents of this web site, including trade marks, designs, models and the images represented herein, are the sole property of Rizoma or of their owners and are protected by the Law on intellectual and industrial property.

Those allowed to the section “Downloads” of the restricted area of the web site (“dealer area”) are entitled to download the images available in the same area, as well as those “Rizoma” registered trade marks, in words and/or figurative; the above consent to download does not involve the transfer of any right on the downloaded images other than the use of them with the only purpose to promote the sale of the Rizoma products.

The use of the images is allowed under the following conditions and restrictions to which the retailers undertake to follow:

images must be used only in their original version, that is the downloadable version of the Rizoma web site;

any change to the images is strictly forbidden: including but not limiting to, partial reproductions, chromatic alterations, any additional text, illustrations and all that in the same images are forbidden;

retailers can use the images only in their official web sites, in paper catalogues and in advertising materials; the upload and any use of the images in any site other than the one of the retailer are strictly forbidden;

assignments and licenses of use of the images to third parties, for or without a consideration, are forbidden.

The responsible of any violation of these conditions is liable to all the consequences provided by law, such as, but not limited to, the termination of any possible supply agreement and other agreements in force, if any, and the obligation of compensation of the damages.

DATA PROTECTION INFORMATION AND PROCESSING CONSENT ACCORDING TO ITALIAN LEGISLATIVE DECREE No. 196/03

Rizoma S.r.l., based in via Quarto, 30, 32,34, 21010 Ferno (VA), Italy, (hereinafter the “Company”) informs the Data Subject (i.e. any natural person that is the subject of the personal data) that his personal data will be processed as follows.

The Company collects and processes personal data for commercial purposes (i.e. the registration in the on line dealer area) and in order to create a data base.

The personal data are processed for the above-mentioned purposes even using automated equipment, complying with privacy and security rules set by law. Personal data could be processed on behalf of the Company by employees, collaborators, suppliers and companies appointed by the Company to cooperate with the Company in performing its activity.

The personal data may be stored servers located in the premises of third companies, always within the Communitarian territory, but they will always and solely be a property of the Company.

If necessary, personal data can also be communicated to all subjects who are legally entitled to access the data.

The data processing manager is the CEO of the Company.

The Data Subject has the right: to know whether or not personal data about him exist, even if not yet recorded, and to receive copy in intelligible form; to know the origin, purposes and processing methods of personal data; to know the logic applied, in the case of processing by computers; to know the contact information of the data owner, managers and representatives designated; to know the subjects, or categories of subjects, to whom personal data may be communicated, or that may come to know them in their capacity as designated representatives, managers or appointees; to have the data updated, corrected or, when there is an interest, supplemented; to have the cancellation, transformation into anonymous form or blockage of data processed in violation of the law, included that whose preservation is not necessary in relation to the purposes for which the data was collected or subsequently processed; to have evidence that the above-mentioned operations have been communicated to people to whom data had been communicated, except when this is impossible or out of proportion to the Data Subject’s right; to oppose, in whole or in part, the processing of personal data that regard him, even though pertinent to the purpose for which they were gathered, for legitimate reasons; to oppose the processing of personal data regarding him for the purpose of sending advertising or direct sales material or for market researches or commercial communications; and all the other rights granted by art. 7 of the Italian Legislative Decree no. 196/03. The above rights may be exercised by an informal request to the Company, or one of the managers, even through a representative, and will be acknowledged without delay. A request may be sent to the owner or manager via registered letter, fax or e-mail.

Providing personal data is optional; however, a denial to provide personal data will make the registration in the dealer area impossible.

RIZOMA s.r.l.

Via Quarto, 30/32/34 - 21010 Ferno (VA), Italy - tel. +39 0331 242020 (r.a.) fax +39 0331 242021

Tax Code and VAT Reg. No. 02595720125

Company Register VA-2000-38379 – Court of Varese – Business Register no. 270509 C.C.I.A.H. VA