Appendix B – Loan for Use

This annex is to be considered a contract between Laga (the lender) and the supplier (the borrower) governing the management of tooling left on loan for use, according to the following points:

41. Subject matter

The lender grants the tooling on free loan for use to the borrower, who accepts it. The borrower has examined the tooling and found it free from apparent and manifest defects, but reserves the right to assess and verify its state of efficiency and to formally notify the outcome to the Lender after the first two production batches or within two months of the date on which production starts. In the absence of any feedback, the asset shall be deemed to have been received in a fully efficient state.

42. Borrower’s obligations

42.1 The Borrower undertakes to use the tooling exclusively to perform any orders the Lender may send it. This contract gives rise to no obligation on the Lender’s part to place orders with the Borrower, nor to any other contractual tie between the Parties, except as expressly provided for.

42.2 To return the tooling to the Lender at any time — subject to complete fulfilment of any open orders within the agreed terms — upon simple written request (e-mail or otherwise) sent by the Lender. In the event of delay in returning the tooling (8 calendar days from the request), the Lender may claim payment of a penalty set at €1,000.00 (one thousand) for each day of delay, without prejudice to compensation for any greater damage suffered.

42.3 To keep the tooling with all due care.

42.4 Not to grant its use to third parties, whether for consideration or free of charge, unless previously authorised in writing by the Lender.

42.5 By way of derogation from article 1808 of the Italian Civil Code, to carry out at its own care and expense both ordinary maintenance and extraordinary maintenance made necessary by malfunctions or breakages caused by improper use of the tooling or by negligence in general. The Lender shall bear the costs of extraordinary maintenance made necessary by normal wear and tear in the use of the tooling, or in order to remove original defects of tooling not manufactured by the Borrower. Conversely, the Borrower shall be entitled to be reimbursed by the Lender for any extraordinary expenses incurred as a result of malfunctions or deterioration of the tooling due to normal wear and tear.

43. Liability

All liability of any kind arising from or connected with the use of the tooling that may arise for the Lender and/or for third parties throughout the term of this contract shall be borne entirely by the Borrower who — having verified its state of efficiency (see point 41) — grants the Lender full indemnity. The Borrower shall take the Lender’s place, releasing it from all liability, in the event of claims for compensation brought by third parties and not covered by suitable insurance.

44. Miscellaneous

For matters not specifically provided for, this contract is governed by articles 1803 et seq. of the Italian Civil Code.

No amendment to this contract shall be binding unless previously agreed in writing between the Parties.

Should one or more provisions of this contract be declared null or be annulled, the validity of the remaining articles, provisions, terms or parts of this contract shall not be affected in any way.

By accepting this document you confirm that you have read the General Conditions of Purchase (DC013).

Laga: GENERAL CONDITIONS OF PURCHASE – Loan for Use Appendix — document DC015 rev. 02