GENERAL TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SUPPLY OFSERVICES
1.

SCOPE

1.1

This general terms and conditions of purchase (the “General Terms”) shall apply to all
Contracts.

1.2

The rules stipulated in the policies and procedures set forth by Marazzi shall also be applicableto the Purchase of Goods Contracts and to the Supply of Services Contracts.

1.3

The General Terms shall in any case prevail on any different general terms and conditions set
forth by the Supplier.

1.4

Any derogation to the General Terms shall be valid exclusively if specifically approved inwriting by Marazzi.

2.

DEFINITIONS

2.1

In addition to the terms otherwise defined in this General Terms, the terms with capital letter
shall have the meanings ascribed to them below. The terms defined in the plural shall bedeemed as defined also in the singular and vice versa.
2.1.1“Code of Conduct” has the meaning set forth in article 11.4.

2.1.2“Code of Ethics” has the meaning set forth in article 11.4.

2.1.3“General Terms” has the meaning set forth in article 1.1.

2.1.4

“Contracts” means all the Purchase of Goods Contracts and the Supply of Services
Contracts.

2.1.5“Purchase of Goods Contracts” means all the contracts of purchase of goods by
Marazzi entered into in compliance with this General Terms

2.1.6“Supply of Services Contracts” means all the contracts of supply of services in favorof Marazzi entered into in compliance with this General Terms.

2.1.7“Force Majeure Event” means an event not foreseeable and beyond the control ofthe party affected which has the effect of making the performance by such party of its
obligations under the Contract impossible and which is not caused by negligence orwillful conduct of such part, including without limitation, the following events: (a)strikes, unions conflicts; (b) fires, earthquakes, floods; (c) riots, revolts, wars, terroristattacks; and (d) laws, decree, restrictions, requests or government or other authority
acts.
2.1.8

“Forecast Planning Volume (FPV)” means the requirements of a certain good/raw
material envisaged by Marazzi based on the purchasing’s forecasts of the clients ofMarazzi.

2.1.9“Supplier” means any supplier of goods or provider of services.

2.1.10“Marazzi” means Marazzi Group S.r.l. with sole shareholder, with registered office in
Sassuolo, Viale Regina Pacis no. 39, Tax Code and VAT Code and number ofregistration at the Companies Registry of Modena 00611410374.

2.1.11“Model” has the meaning set forth in article 11.4.

2.1.12“Applicable Law” means any law or administrative piece of legislation, order, decreeor judicial provision currently in force, or which entry into force is foreseeable upondelivery to Marazzi of any goods under a Contract in the countries where the productsof Marazzi are marketed, to the extent that the Supplier is or should have been awareof using the ordinary diligence.

2.1.13“Open Order” means an order issued by Marazzi to the Supplier concerning the terms
and conditions applicable to possible future Closed Orders.

2.1.14“Closed Order” means an order issued by Marazzi to the Supplier concerning thepurchasing of a certain quantity of goods, or, the supplying of certain services,pursuant to the terms and conditions provided thereto, or in the relevant Open Order.

2.1.15“Semi-finished Products” means the semi-finished products different from raw
materials, including.

2.1.16“Technical Specifications” means the technical specifications, standards,
procedures and any other specific regulation from time to time provided by Marazzi
to the Supplier.

2.1.17“Tooling” has the meaning set forth in article 15.1.

3.

REPRESENTATIONS AND WARRANTIES OF THE SUPPLIER

3.1

The Supplier represents and warrants:
3.1.1

to be aware that Marazzi and its affiliates carry out the design, development,
manufacturing and marketing of tiles and tiles accessories;

3.1.2

to be aware that the current organization of the tiles industry requires the use of
integrated organizational models (such as: just in time, self-certification, selfqualification, etc.) and a high level of co-operation between suppliers and theircustomers;

3.1.3

to be aware that Marazzi and its affiliates are primarily interested in ensuring that theirproducts meet highly competitive levels, quality, reliability, technical update, service
and costs;

3.1.4

to be able to contribute, through its financial and technical organization, to theachievement of the target of Marazzi under the above article 3.1.3.

3.2

The representations and warranties pursuant to this article 3 constitute an essential condition
for the establishment of the supply relationship with the Supplier.

4.

PURCHASE ORDER

4.1

The Contract is entered into upon receipt by Marazzi of the written acceptance by the Supplierof a Closed Order and/or an Open Order, or through the performance by the Supplier of thesame Closed Order and/or Open Order.

4.2

The performance by the Supplier of a Closed Order and/or an Open Order implies, in any
case, the unconditional acceptance of this General Terms and of any Technical Specifications
set forth by Marazzi.

4.3

Any derogation to the provisions of a Closed Order and/or an Open Order shall be valid
exclusively if specifically approved in writing by Marazzi.

4.4

In case of failure by the Supplier to accept a Closed Order and/or an Open Order within three(3) days from its receipt, Marazzi shall be entitled to repeal the relevant Closed Order and/orOpen Order.

5.

FORECAST PLANNING VOLUME (FPV)

5.1

Marazzi shall be entitled to submit to the Supplier the Forecast Planning Volume (FPV).

5.2

The Forecast Planning Volume (FPV) is not binding for the parties and can be used by the
Supplier only for the purposes of planning the production. The Supplier shall not be authorized
to undertake obligations based on the issuing by Marazzi of a Forecast Planning Volume(FPV).

6.

DELIVERY OF GOODS AND SUPPLY OF SERVICES

6.1

The goods shall be delivered and the services shall be supplied, at the Supplier’s costs andexpenses, at the headquarters of Marazzi or where otherwise indicated by Marazzi.

6.2

Notwithstanding the provision of article 1510, paragraph 2, of the Italian civil code, the Suppliershall not be released from the obligation to deliver the goods by handing them over to thecarrier or the shipping company.

6.3

Partial or advanced deliveries of goods and/or supplies of services are not permitted, unlesswith the express written consent of Marazzi.

6.4

Marazzi shall be entitled to return to the Supplier, at Supplier’s costs, expenses and risks, any
good delivered in advance of the delivery date, or, to charge to the Supplier the relevant
storage’s costs and any other cost or expense deriving from or relating to the delivery of thegoods in advance of the delivery date. Marazzi shall be entitled to settle such costs andexpenses with the payments still due to the Supplier. In any case, the terms for the paymentof the consideration shall start from the originally agreed delivery date.

6.5

The Supplier represents and warrants that the quantities of the goods delivered shall be equal
to the quantities ordered by means of the Closed Order. In case of delivery by the Supplier ofquantities in excess of those ordered, Marazzi shall be entitled to:
6.5.1

accept the delivered quantities, regardless of the differences; or

6.5.2

return to the Supplier, at Supplier’s costs, expenses and risks, the goods delivered inexcess. In this case, Marazzi shall be entitled to settle such costs and expenses withthe payments still due to the Supplier.

6.6

The same procedure shall apply to goods not requested or delivered failing a regular order.

6.7

Upon completion of the supply of any service, the Supplier shall provide Marazzi with adocument describing the activities performed.

6.8

The dates of delivery of the goods and of supply of the services indicated in any Closed Orderare essential in the interest of Marazzi. Marazzi, in any case, shall be entitled, upon simple
written notice to the Supplier, to modify the dates of delivery of the goods and of supply of theservices indicated in any Closed Order.

6.9

In the event it is possible to envisage a delay in the delivery of goods or in the supply ofservices, the Supplier shall promptly inform Marazzi of the reasons of such delay and of the
new date planned for the delivery or the supply of the services, without prejudice to any rightof Marazzi for the delay pursuant to applicable law and this General Terms.

6.10

In case of delay in the delivery of goods or in the supply of services which is not due to a Force
Majeure Event, the Contract shall be terminated by operation of law pursuant to article 1457
of the Italian Civil Code, without prejudice to the right of Marazzi to the redress of any damage
and unless Marazzi, within 3 (three) days from the originally agreed delivery date, requests to
the Supplier the performance of the Contract.

6.11

In this case, the Supplier shall pay liquidated damages pursuant to article 1382 of the Italian
Civil Code for each day of delay from the originally agreed delivery date in an amount equal
to 1% (one per cent) of the value of the relevant Closed Order, without prejudice, in any case,to the redress of any additional damages. It is agreed that the maximum aggregate amount ofliquidated damages under this article 6.11 shall not exceed 10% (ten per cent) of the value ofthe relevant Closed Order, without prejudice to the right of Marazzi to terminate the Contract
pursuant to the following article 15. Marazzi shall be entitled to settle the amount of theliquidated damages with any payment still due to the Supplier.

6.12

The title on the goods and the relevant risk shall be transferred to Marazzi upon delivery of
the goods to Marazzi, or a delegated representative of the latter, in the place of delivery as
indicated under article 6.1.

6.13

The unconditional receipt of the goods and/or of the services by Marazzi shall not constitutedefinitive acceptance of such goods and/or services.

6.14

The Supplier, contextually to the performance of the supply, shall deliver to Marazzi necessary
and sufficient documentation to the regular use of the goods, including, instructions andoperations manuals, installation and assembly manuals and guarantee certificates and anyother document provided for under Applicable Laws.

7.

PACKAGING AND SHIPPING

7.1

The Supplier shall supply the goods under the Contract with an adequate packaging, taking
into account the nature of the goods, in compliance with the best practices, duly equipped withappropriate marks, pursuant to Applicable Laws.

7.2

The Supplier shall adopt all the necessary measures to protect the goods against weather
conditions, corrosion, loading, unloading and accidents, storage conditions, vibration andshocks.

7.3

The Supplier shall affix appropriate marks on the package of the goods requiring special
packaging or the adoption of special precautions during unloading. The Supplier shall,moreover, inform Marazzi of the need to adopt such precautions.

7.4

In case a special packaging is required to the Supplier, the Supplier shall comply with any
specification provided by Marazzi.

7.5

The Supplier shall be liable for all the expenses and/or damages incurred by Marazzi due to
deficiencies in the packaging or in the shipping.

8.

INSPECTIONS

8.1

The Supplier shall allow Marazzi and/or employees and/or representatives appointed by thislatter to access to its premises and carry out inspections for the purpose of verifying the regularperformance of the supply provided under a Contract.

8.2

The Supplier shall provide all the necessary cooperation for the inspections and shall provide
any information and/or assistance to Marazzi.

8.3

Any inspection by Marazzi of Semi-Finished Products at any time during production shall not
imply the acceptance of such Semi-Finished Products.

8.4

The Semi-Finished Products shall be carefully tested and certified by the Supplier prior thedelivery, based on the relevant documents and/or on the documents indicated in the Closed
Order and/or in the Technical Specifications.

9.

QUALITY

9.1

The Supplier warrants that the goods shall be:
9.1.1

compliant with the provisions under the Contract and/or the Closed Order and/or theOpen Order and/or the Technical Specifications;

9.1.2

manufactured in compliance with Applicable Laws, including environmental, healthand safety regulations, as well as the labor laws;

9.1.3

free from any defect reducing their value and/or preventing or reducing their perfectfunctioning, safe use, or, making them not suitable, also in part, for the use to which
they are intended.

9.2

The duration of the warranty of the goods under the Contract is 24 (twenty-four) months fromthe date of delivery. During the warranty period Marazzi shall inform in writing the Supplier ofany defect or malfunctioning of the goods supplied within 15 (fifteen) days from the date of the
discovery of the relevant defect or malfunctioning.

9.3

In case the goods delivered are not compliant and/or defective in breach of the foregoingarticle 9.1, Marazzi shall be entitled to:9.3.1

request the replacement or the repair of the goods not compliant and/or defective,
and, in such case, the goods shall be: (i) returned to the Supplier at its own costs,
expenses and risk; (ii) promptly replaced and/or repaired with other goods; and (iii)
delivered, at the costs, expenses and risk of the Supplier, at the headquarters of
Marazzi, or elsewhere indicated by the latter. The goods replaced and/or repaired
shall be warranted by the Supplier for a period of 24 (twenty-four) months from the
day in which the replacement or repair has been positively completed to thesatisfaction of Marazzi; or

9.3.2

terminate the Contract pursuant to article 15 below, without prejudice to the redressof any damage.

9.4

In case the goods are not compliant and/or defective only in part, Marazzi shall be entitled toterminate the Contract also with reference to the compliant and/or non-defective goods.

9.5

The Supplier warrants that the services shall be supplied:
9.5.1

in compliance with the provisions under the Contract and/or the Closed Order and/or
the Open Order and/or the Technical Specifications;9.5.2

in compliance with Applicable Laws, including environmental, health and safety
regulations, as well as the labour laws;

9.5.3

by personnel duly qualified and skilled, using the maximum care and diligence and incompliance with the highest standards of quality.

9.6

The Supplier represents and warrants to have obtained all the necessary licenses,
authorizations and permits for the supply of the goods under the Contract. The Supplier shallindemnify and hold harmless Marazzi from any action, claim, nuisance or disturbance, as well
as from any damages, costs and expenses relating thereto (including legal costs andexpenses) deriving from the breach of such warranty.

9.7

The Supplier warrants that all its personnel employed in performance of the Contract with
Marazzi is, and shall be, in compliance with applicable labour, social security, health andsafety laws, and that such personnel shall be classified and paid pursuant to the terms
provided by the employment contract from time to time applicable, entered into with therelevant unions, both at national and integrative level. If, and to the extent that, the personnelof the Supplier shall carry out any activity at the premises of Marazzi, such personnel shall be
exclusively subject to the directives and the directional and organizational power of the
Supplier, which shall be responsible to ensure that its personnel complies with all the rules
relating to the access and the use of such premises.

9.8

The Supplier shall, in particular, indemnify and hold harmless Marazzi from any payment
requested to Marazzi, joint or severally, including, wages, withholding taxes, social security
contributions, premiums, sanctions (criminal, administrative, fiscal or of other nature) relating
to the personnel employed by the Supplier for the supply of services or due to the failure by
the Supplier to comply with its obligations of social security, insurance and tax nature relating
to the personnel of the Supplier and/or the possible subcontractors employed for the
performance of the services in favour of Marazzi.

10.

LIABILITY AND DAMAGES

10.1

The Supplier shall indemnify and hold harmless Marazzi from any action, claim, nuisance or
disturbance, as well as from any damages, costs and expenses relating thereto (including
legal costs and expenses) deriving from the supply of goods or of services not in compliancewith Applicable Laws, including environmental, health and safety regulations, as well as thelabour laws.

10.2

Marazzi shall promptly inform the Supplier of any request, claim or proceeding and Marazzi
shall adopt, in this respect, any appropriate judicial or extra-court action, in any relevant seat,
including convening the Supplier in the proceedings started by third parties.

10.3

The Supplier represents and warrants that (i) the production and the supply of the goods under
the Contract do not violate any third party rights; (ii) the goods under the Contract are
manufactured with proprietary technology and know-how and/or under valid and effective
licenses from third parties; and (iii) no claim has ever be made in relation to the goods under
the Contract. The Supplier shall indemnify and hold harmless Marazzi from any action, claim,
nuisance or disturbance, as well as from any damages, costs and expenses relating thereto(including legal costs and expenses) deriving from breach of the representations and warranty
under this article 10.3.

11.

COMPLIANCE WITH ANTI-BRIBERY REGULATION

11.1

The Supplier shall comply with any law, regulation, directive and Applicable Law of any
authority, governmental entity, and any other national and international institution relating topractices and offences of corruptive nature, including, rules concerning illegal payments oroffers or promises of money or other benefits to public officials or persons in charge of public
services for the performance of their duties or powers.

11.2

In particular, the Supplier shall comply with the US Foreign Corrupt Practices Act, theConvention on Combating Bribery of Foreign Officials in International Business Transactionsof 1997, and any other Applicable Law relating to bribery.

11.3

The Supplier shall, and shall procure that its officers, directors, employees, contractors or
consultants shall, not undertake, directly or indirectly, any action in the performance of any
Contract and supply provided for therein, which may constitute a breach of any ApplicableLaws, and, in particular, the Supplier shall, and shall procure that its officers, directors,
employees, contractors or consultants shall, not: (a) offer, make or authorize any contribution,
payment or gift or other benefits to public officials or persons in charge of public services
officials, employees or agents of any authority, governmental entity, and any other national
and international institution; (b) make any contribution, of any nature, to any candidate to a
public office.
11.4

The Supplier shall comply with the provisions of Legislative Decree no. 231/2001, as
subsequently amended ad supplemented. For these purposes, the Supplier represents tohave examined the Code of Ethics of Marazzi (the “Code of Ethics”), the Supplier Code of
Conduct (the “Code of Conduct”), and the Model of Organization, Management and Control
pursuant to Legislative Decree no. 231/2001 (the “Model”). The Code of Ethics and the Codeof Conduct are attached herewith and may be consulted on the following web site:
https://www.ragno.co.uk/download/ together with the Model. The Supplier undertakes toperform the supplies under the Contract in compliance with the rules provided under the Codeof Ethics, the Code of Conduct and the Model.

11.5

The Supplier shall, and shall procure that its officers, directors, employees, contractors or
consultants which will be in contact with Marazzi in the performance of the supplies under theContact shall, promptly inform the Supervisory Body of Marazzi of any act, fact or action ofwhich it became aware of and may constitute a crime included in the scope of Legislative
Decree no. 231/2001 and imply the administrative liability of Marazzi.

11.6

In case of breach by the Supplier of its undertakings under articles 11.3 e 11.4, Marazzi shallbe entitled to terminate the Contract pursuant to article 1456 of the Italian Civil Code, without
prejudice to the redress of any damage.

12.

FORCE MAJEURE

12.1

The failure by any of the parties to fulfil its obligations under the Contract shall not be imputableto such party if such failure has been caused by a Force Majeure Event.

12.2

In case of occurrence of a Force Majeure Event affecting the Supplier, the Supplier shallinform Marazzi in writing within 24 hours from the beginning of the relevant event and shallperform the relevant supply as soon as possible.

12.3

In case a Force Majeure Event shall continue for a period exceeding 30 (thirty) days, Marazzi
shall be entitled to terminate the Contract.

13.

CONSIDERATION

13.1

The consideration for the goods and/or the services is indicated in the Closed Order and/orOpen Order, or results from calculations indicated in the same Closed Order and/or Open
Order.

13.2

The consideration for the goods and the services is fixed and unchangeable for the entire
duration of the Contract, and it is net of VAT. The consideration can be modified exclusively
with prior written approval by Marazzi.

13.3

The Supplier shall in any case, upon request of Marazzi, provide to Marazzi the details of thecosts for each good and service supplied under the relevant Contract.

13.4

Unless otherwise expressly specified in the relevant Closed Order and/or Open Order, theexpenses of packaging, transport, shipping, insurance and delivery, as well as any possible
indirect tax burden relating to the supply shall be borne by the Supplier.

14.

INVOICING AND PAYMENT

14.1

The consideration for the goods and/or the services shall be invoiced by the Supplier upondelivery of the goods or completion of the supply of services.

14.2

The invoices shall be headed and sent in original as indicated from time to time in the Closed
Order and/or the Open Order.

14.3

The invoices shall always refer to a single Closed Order and/or Open Order. In addition to the
mandatory indication under applicable law, each invoice shall indicate in detail:a) the date and the number of the Closed Order and/or Open Order to which the relevant

invoice is referred to and the number of the packaging slip;b) the consideration and the applicable VAT, if any, except for the cases in which the

exemption from VAT is provided under applicable tax law; in such cases a substitutewritten declaration with the VAT Code and Tax Code shall be sent to Marazzi;c) the details of the bank account to which the consideration must be wired; andd) the date and the number of the Transport Document (DDT).

In case of failure to indicate in detail any of the above elements, the invoices shall be returnedto the Supplier to be completed and the relevant payment shall be suspended until receipt ofthe duly completed invoice.
14.4

Unless otherwise indicated in the Closed Order and/or Open Order, The payment of theconsideration for the goods and the services invoiced under this article 14 shall be made within
the term indicated in the Closed Order and/or Open Order by wire transfer to the bank accountindicated in the invoice.

14.5

The Supplier shall accurately and duly keep the documentation relating to the goods andservices supplied under any Closed Order, including the documentation relating to the goods
and services to be invoiced and the payments already made by Marazzi, in compliance withthe general applicable accounting principles and the Supplier shall keep such documentation,
as provided by Applicable Law, for 10 (ten) years from the last payment.

14.6

The Supplier shall provide Marazzi with all the documentation and other information relating
to the goods and services supplied under a Closed Order reasonably requested by Marazzi
for the purposes of verifying the accuracy and the compliance of relevant Closed Order.
Marazzi and any representative appointed by this latter shall be granted access to such
documentation during the ordinary working hours for the entire duration of the Closed Orderand the subsequent period when the Supplier shall keep the documentation as provided under
the above article 14.5.

15.

TERMINATION

15.1

In addition to the other cases provided for hereunder and without prejudice to the right ofMarazzi to the redress of damages, Marazzi shall be entitled to terminate the Agreement
pursuant to Article 1456 of the Italian Civil Code in the following cases:
15.1.1

breach by the Supplier of its obligations under articles 3, 6.1, 6.3, 7, 9.7, 11, 20.1 and
23.1.

15.1.2in case of change of control of the Supplier.

15.2

Without prejudice to the above, Marazzi shall also be entitled to terminate the Contract, by
providing the Supplier with a prior notice of termination pursuant to article 1454 of the Italian
Civil Code, whereby Marazzi grants the Supplier with a cure period not lower shorter than 15days, in other case of breach by the Supplier of its obligations under the Contract which havenot been remedied within the above term.

16.

WITHDRAWAL

16.1

Marazzi shall be entitled to withdraw from the Contract pursuant to article 1373 of the Italian
Civil Code at any time and under its sole discretion, by providing the Supplier with a priorwritten notice of at least 15 (fifteen) days.

16.2

Marazzi shall also be entitled to withdraw from the Contract with immediate effect, in the event
the Supplier is declared bankrupt or starts (or is submitted to) a voluntary winding up
procedure, or is admitted to an insolvency procedure or enters into any agreement or withcreditors.

16.3

In case of exercise by Marazzi of the right of withdrawal, the Supplier shall only receive theconsideration due for the goods and services supplied until the effective date of the withdrawal.

16.4

In case of termination of this Contract for any reason, the Supplier shall cooperate with
Marazzi for the purposes of the orderly transfer of the activities to the other supplier. Suchcooperation shall include, without limitation, the supply of a reasonable stock of goods to
Marazzi suitable to satisfy the needs of Marazzi for the period between the effective date of
the termination and the start of the production by the third party supplier, the return of themachineries, the Tooling and/or the equipments belonging to Marazzi, as well as the transfer
of any design and specification relating to the goods belonging to Marazzi.
17.

TOOLING - DRAWINGS

17.1

The drawings, materials and tooling (calipers, molds, models, samples, specific tooling,
control tooling) provided by Marazzi to the Supplier or produced by the Supplier upon specificindication of Marazzi and using intellectual property and/or know-how of Marazzi for the
performance of a Closed Order and/or an Open Order (the “Tooling”) shall remain in the
exclusive property of Marazzi.

17.2

The Supplier shall be liable for any loss, theft, destruction or damage to the Tooling.

17.3

The Supplier shall:
17.3.1

record and identify all the Tooling as property of Marazzi;

17.3.2

custody and use the Tooling with the maximum care;

17.3.3

assess and monitor the compliance of the Tooling with any applicable safety
regulation, in the context of its risk management organization;

17.3.4

refrain from transferring or moving the Tooling except when authorized in advance inwriting by Marazzi;

17.3.5

allow authorized designees of Marazzi to check, during normal working hours, theTooling’s state, its utilization and operating condition;

17.3.6

not transfer at any legal title any Tooling to third parties;

17.3.7carry out, at its own expenses, ordinary repairs to the Tooling and promptly notify to
Marazzi any extraordinary repair, replacement or changes needed, provided howeverthat any decision concerning the carrying out of such extraordinary repairs shallremain within Marazzi’s discretion. Such extraordinary repairs, replacements orchanges shall be made at Supplier’s expenses, except if they are due to Marazzi’s
negligence or other reasons attributable to Marazzi, in which case all the relevantcosts shall be borne by Marazzi;

17.3.8provide a suitable insurance cover against theft, fire, manipulation or any other causeof loss or damage;

17.3.9return the Tooling to Marazzi at any moment upon request of Marazzi, according toMarazzi’s delivery instructions.

18.

CONFIDENTIALITY

18.1

The Supplier shall, and shall procure that its officers, directors, employees, contractors or
consultants to which documents and information are disclosed to shall, keep any document
and information relating to the Tooling, the intellectual property, the technical and commercial
know how and the technical specifications provided by Marazzi in relation to Semi-finished
Products, goods and services supplied under a Contract, not disclosing them to third parties
and procuring that they are not used for reasons different from the performance of the relevantContract.

18.2

The confidentiality undertaking hereunder shall continue for 2 (two) months from theperformance of the Contract.

19.

ADVERTISING AND PROMOTION

19.1

The Supplier shall not, save with the prior written consent of Marazzi, advertise or disclose in
any way the entering into of an agreement with Marazzi, or use the trade mark and/orcommercial name of Marazzi in its advertising or promotional materials.

20.

INSURANCE

20.1

The Supplier shall enter into and maintain at its own expenses for the entire term of theContract with Marazzi and for an additional period of 2 (two) years starting from the delivery
date of the goods or the completion of the supply of the services in favour of Marazzi, a third
party liability insurance policy for an appropriate amount suitable to cover any possible claim,
action and proceeding relating to or deriving from the supply of the goods and services under
the Contract with Marazzi.

20.2

Upon written request of Marazzi, the Supplier shall deliver to Marazzi a copy of such insurance
policy.

21.

AMENDMENTS

21.1

The Supplier shall not be entitled to amend or vary the Semi-Finished Products and in general
the goods supplied under the Contract or the relevant procedures and production materials
without the prior written consent of Marazzi.

21.2

Marazzi shall in any case be entitled, at any time, and by giving a prior written notice to the
Supplier, to amend or vary the project (designs, materials and specifications), the Technical
Specifications, the manufacturing, the packaging and shipping and the place of delivery of thegoods and services under a Contract. In the event such amendments and variations determine
an increase or a decrease in the costs or have an impact on the timing of the performance of
the Contract, Marazzi shall reasonably adjust the consideration and the delivery plans, by
amending the Closed Order and/or the Open Order.

22.

SUPPLY OF PATENTED GOODS

22.1

The Supplier hereby represents and warrants:

22.1.1

to be the exclusive titleholder, or to have the lawful right to use, on the basis of alawful title, of any intellectual property right incorporated, in whole or in part, in the
goods and/or services under a Closed Order and/or an Open Order;

22.1.2that the intellectual property rights under the foregoing article 22.1.1 are fully valid andeffective and are not in breach of any personal or real right of any third parties; and22.1.3

there are no claim of any kind on the intellectual property rights under the foregoingarticle 22.1.1.

22.2

The Supplier also warrants that no third-party intellectual property rights, and, in general, any
applicable law, shall be breached in the performance of the supplies under a Closed Order
and/or of an Open Order.

22.3

The Suppliers undertake to indemnify and hold Marazzi harmless, as well as defend andprotect Marazzi, its officers, directors, shareholders, employees, representatives, subsidiaries
or affiliates, from any action, claim, nuisance or disturbance, as well as from any damage,
cost and expense relating thereto (including legal costs and expenses), by any third party
claiming or alleging to be titleholder of the intellectual property rights under the above article
22.1.1, or borne or incurred by Marazzi or of which Marazzi may be held liable for, or which
Marazzi shall indemnify or pay as a consequence of actions or claims concerning suchintellectual property rights. For this purpose, the Supplier undertakes to carry out all thenecessary or expedient actions, including legal actions, for the protection of such intellectual
property rights.

22.4

Marazzi shall promptly inform the Supplier of any action or claim started by third parties
relating to the provision under the foregoing article 22.3.

22.5

Upon request of Marazzi, the Supplier shall provide a written list of all its intellectual property
and industrial rights or which it has the right of use, to the extent that such rights are necessary
and used for the supply of goods and services in favour of Marazzi or they affect their use or
sale.

23.

ASSIGNMENT

23.1

The Supplier shall not assign or transfer, in whole or in part, the rights, receivables and theobligations deriving from the performance of a Contract without the prior written consent of
Marazzi.

23.2

Marazzi shall be entitled to assign, at any time, the Contract to any of its affiliates or
subsidiaries, upon prior notice to the Supplier.

24.

MISCELLANEA

24.1

If any of the provisions of this General Terms is or becomes invalid or unenforceable pursuant
to applicable law, or competent Courts’ or arbitral rulings or awards, the validity andenforceability of the remaining provisions shall not be impaired in any manner whatsoever,and Marazzi and the Supplier agree to modify such provision to the extent necessary to ensure
its compliance with the relevant law or ruling.
24.2

This General Terms shall replace all the previous negotiations, agreements, undertakings,
representations and understandings between Marazzi and the Supplier, both written and oral.

24.3

No failure or delay by Marazzi or the Supplier to exercise any right or remedy provided underthese General Terms or by law shall constitute a waiver of the same or of any other right orremedy, nor shall prevent or restrict the further exercise of the same or of any other right orremedy. No single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of the same or any other right or remedy. The waiver of any right or remedy underthese General Terms or by law shall be valid and effective only if noticed in writing.

25.

PERSONAL DATA PROTECTION

25.1

For the purpose of executing the Contract, Marazzi and the Supplier undertake to comply withall the obligations set out in the General Data Protection Regulation (UE) 2016/679 on “theprotection of natural persons with regard to the processing of personal data and on the freemovement of such data” (hereinafter "GDPR"), as well as, within the limits of its applicability,
Legislative Decree 196/2003 ("Privacy Code") and in the provisions of the Italian Data
Protection Authority.

25.2

By signing this Contract, Marazzi and the Supplier, each to the extent of its respective
competence, acknowledges that their own personal data and/or of their employees and/or
collaborators involved in the activities referred to the Contract, will be communicated to theother Party and processed by the latter as an autonomous Data Controller for purposes strictly
functional to the setting up and execution of the Contract.

25.3

In particular, the Supplier acknowledges that Marazzi will process his personal data of the
Supplier and/or of its employees and/or collaborators, involved in the activities referred to theContract, as autonomous Data Controller for the purposes and in accordance with themodalities specified in the information notice provided pursuant to Articles 13 and 14 of the
GDPR, which the Supplier undertakes to bring to its employees’ and/or collaborators’knowledge.

25.4

Without prejudice to the above and taking into account the content and type of services objectof the Contract, if the performance of the same Contract implies the processing by the Supplierof personal data whose Marazzi is Data Controller and to be performed on behalf of the latter,
the Supplier agrees to accept the qualification of "Data Processor" pursuant to Article 28
GDPR, if requested to do so by Marazzi, on the basis of the model contract for designation asdata processor.

26.

NOTICES

26.1

All notices, including judicial notices, relating to any Contract or this General Terms
Agreement shall be sent in writing by registered letter or telegram, anticipated by e-mail, andshall be deemed validly and effectively sent to Marazzi at Marazzi Group S.r.l., 39, Viale
Regina Pacis, 41049 – Sassuolo (Italy), Tel: +39.0536 860 111, Fax: +39. 0536 560 644 ,PEC: ufficio.acquisti@pec.marazzigroup.com for the attention of Purchasing Department, or
to a different address, telephone, PEC and/or fax which Marazzi will have provided to the
Supplier through written notice by fax or by e-mail.

27.

GOVERNING LAW AND JURISDICTION

27.1

This General Terms and the Contracts shall be governed by and construed in accordancewith Italian law. The United Nation Convention on Contracts for the International Sale of Goodsof 1980 (Vienna Convention) is expressly not applicable.

27.2

All disputes arising out of or in connection with this General Terms and the Contracts shall bereserved to the competence of the Court of Modena.

21.01.2020