1) VALIDITY AND EFFECTIVENESS

These ‘General Terms and Conditions of Purchase’ (hereinafter ‘General Terms and Conditions’) form an integral part of the Purchase Order (hereinafter “Order”) concluded with the supplier of goods and/or services (hereinafter ‘Supplier’) intended for L.E.M. – Lavorazioni Elettroniche e Meccaniche S.r.l., (hereinafter referred to as the ‘Purchaser’ or also ‘LEM’), without the need for further consent or specific expressions of intent, and are considered valid, effective and operative unless otherwise specified in the context of the Order of which they form an integral and substantial part. The unconditional acceptance of these General Terms and Conditions is an essential and indispensable prerequisite for the Buyer's consent to be valid and effective. The General Terms and Conditions are also deemed to be accepted pursuant to and for the purposes of the provisions contained in Articles 1341 and 1342 of the Italian Civil Code by the Supplier signing this document, thereby waiving the right to invoke any of its own general terms and conditions of sale or documents with similar or analogous content. The Supplier is required to conduct negotiations and contractual relations exclusively with LEM's Purchasing Manager. Any negotiations undertaken by the Supplier with parties other than the Purchaser's Purchasing Manager as specified above shall not be enforceable against the Purchaser and any costs shall be borne exclusively by the Supplier.

2) CONCLUSION OF THE CONTRACT

The Order duly signed by the Purchaser constitutes the sole effective expression of the latter's intention to enter into a contract and, as such, constitutes the only document – together with these General Terms and Conditions – that is legally binding on the Purchaser and, consequently, the Order, in the event of any contradiction with the contents of these General Conditions, shall prevail over any document considered by the Supplier during the negotiations and, therefore, shall cancel and replace any and all documents having the same subject matter, drawn up or considered previously between the Supplier and the Purchaser. The contract shall be deemed to have been concluded upon receipt by the Purchaser of the Order Confirmation signed for full acceptance by the Supplier without modifications and/or reservations within 5 (five) days from the date of receipt of the Order itself. With the order confirmation, these General Terms and Conditions shall be deemed to have been accepted unconditionally and without reservation for all purposes and in all cases, including with regard to the express acceptance of the so-called unfair terms pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code. The contract shall also be deemed to have been concluded if, within 5 (five) days of receiving the order, the Supplier has begun to execute it by means of unequivocally conclusive actions (and, even in this case, these General Terms and Conditions shall be deemed to have been accepted unconditionally and without reservation for all purposes, including with regard to the express acceptance of the so-called unfair terms pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code). In any case, the purchaser reserves the right to consider any acceptance of the order by conclusive facts as valid. If, on the other hand, within the same period of 5 (days), the Purchaser has not received the duly signed Order Confirmation, or the Supplier has not communicated the start of the execution of the contract (where deemed valid by LEM), the Purchaser shall have the right to consider, at its sole discretion, its Order to be without any legal effect. Any differences, variations or modifications made by the Supplier in its Order Confirmation shall have no legal effect, unless such modifications are expressly approved in writing by the Purchaser by registered letter sent in advance by fax or e-mail within five days of receipt of the Order Confirmation.  In any case, the Purchaser reserves the right to modify its Order or to revoke it before receiving the Supplier's Order Confirmation, or before the latter has begun to execute the Order in a conclusive manner. Any additional costs incurred by the Supplier as a direct and immediate consequence of such changes shall be recognised and reimbursed only if documented and expressly approved in writing by the Purchaser.

3) INCEDIBILITY OF CONTRACTS AND CREDIT

The supply contract originating from the Order upon receipt of the Order Confirmation, or through the commencement of its execution by the Supplier, is not transferable. The Supplier's receivables related to the execution of the supply contract may not be assigned by the Supplier to third parties, even with recourse, or in the form of a collection mandate or other forms of active delegation, unless expressly authorised in writing by the Purchaser.

4) EXECUTION AND DELIVERY TERMS

The Supplier guarantees that the goods supplied and/or the activities and processes to be carried out for the laying or installation of the goods supplied fully comply with the characteristics and technical specifications, including functional specifications, requested by the Purchaser and resulting from the Order or in the special specifications or technical specifications attached to the Order as an integral and substantial part thereof, which the Supplier declares to accept without reservation. In any case, the goods supplied and/or the activities and processes covered by the Order must be carried out in a workmanlike manner and comply with current legal and regulatory provisions and specifications, with specific reference to Legislative Decree 151 of 25 July 2005 on the reduction of the use of hazardous substances in electrical and electronic equipment and the disposal of waste, as well as complying with the standardisation regulations in force or that will be in force, for the specific supply and/or for the activities and processes covered by the Order, at the time of performance of the service by the Supplier. The Purchaser reserves the right: (a) to request the Supplier, in relation to the nature/quality of the goods supplied, to produce technical/professional certificates attesting to the suitability or qualification of the Supplier itself and/or, (b) to verify at any time the technical, qualitative and quantitative characteristics of the supply covered by the Order, both at the Supplier's premises and at the Purchaser's production unit; such verification shall not, in any case, release the Supplier from its legal and contractual obligations, responsibilities and guarantees. All terms specified in the Order are considered essential and binding for the Supplier, and where the Order provides for the delivery of goods or the performance of activities, work or services within a specific time frame, this shall be considered an essential term pursuant to and for the purposes of Article 1457 of the Italian Civil Code. Consequently, in the event of delayed, partial or non-compliant execution of the provisions of the Order, the Purchaser shall have the right, upon simple written notice, and except in cases of force majeure and as governed by Article 13 of these General Terms and Conditions, to consider the contract terminated by operation of law to the detriment of the Supplier, also in accordance with and for the purposes of Article 1456 of the Italian Civil Code. In such cases, the Purchaser shall return to the Supplier, at the latter's expense and risk, any goods delivered after the contractual deadline. In any case (even if the Purchaser does not intend to avail itself of the provisions of Article 1457, paragraph 1, by notifying the Supplier within three days of the expiry of the essential deadline or upon late receipt of the latter's performance), the Purchaser shall be entitled to obtain compensation from the Supplier for damages resulting from its late performance. When a specific delivery date is indicated in the Order, the supply must take place on the date specified in the Order unless early delivery is expressly provided for and authorised by the Purchaser (in which case the costs and risks shall be borne exclusively by the Supplier). If no delivery date is specified in the Order, delivery must take place immediately within a reasonable time frame for the handling and transport of the goods to be supplied.

5) SHIPPING AND DELIVERY OF GOODS – PLACE OF PERFORMANCE OF THE SERVICE

Unless otherwise specified in the Order, the supply of goods shall be deemed to have been made at the registered office or production unit indicated by the Purchaser – free at destination and at the Supplier's expense and risk – and shall be shipped in a single batch so that the goods do not suffer any damage. In the case of the provision of services, these shall be provided within the times, in the manner and at the locations indicated in the Order. If these instructions are not included in the Order header or have not already been communicated to the Supplier prior to the conclusion of the negotiation, the latter must request them upon receipt of the Order and include them in the Order Confirmation. The goods must be accompanied by a Transport Document (DDT), drawn up in accordance with current legislation, which must clearly indicate the details of the Order, item by item, with a detailed description of the contents of each package, specifying whether the shipment covered by the specific DDT constitutes total or partial fulfilment of the Order itself. The same analytical information must be reported on the delivery note for each individual shipment. The Purchaser shall have the right to refuse (with charges and costs borne by the Supplier and in accordance with the procedures set out in Article 7 below) any packages and packaging received with missing, incorrect, incomplete or obviously damaged data, leaving them in the possession and under the responsibility of the carrier.

6) RECEPTION OF GOODS

6.1) All goods covered by the supply shall be received at the warehouses indicated by the Purchaser – without any obligation and/or liability on the part of the latter for storage and/or custody – under the formula ‘goods on hold’ until the quality and quantity checks have been carried out. Upon positive outcome of such checks, the supply shall be deemed accepted by the Purchaser, with simultaneous transfer of ownership and related risk. The delivery of the goods covered by the supply must be certified by the Purchaser's personnel with the necessary powers. 6.2) Unless otherwise specified in the Order, the Supplier shall deliver the following documentation together with the goods covered by each shipment: – technical diagrams; – installation instructions; – testing instructions; – operator manual; – testing and certification documents. The aforementioned documentation must be written in Italian and, where required in the Order, also in English or another language if specified in the contract. Any expense, cost, or damage—including any operational delays that may arise for the Purchaser—related to the failure to deliver the aforementioned documentation at the same time, or in the event that it is not written in Italian or in the language specified in the Order, or is incomplete or illegible, shall be borne by the Supplier.

7) REPORTING DEFECTS AND RETURNING GOODS

As an express exception to the provisions of Article 1495 of the Italian Civil Code on the sale of goods and Article 1667 of the Italian Civil Code on contracts, the Purchaser may report any faults or defects in the supply or in individual components within 30 (thirty) days of the relevant testing and/or acceptance by the Purchaser and, in any case, from the date of useful use of the goods supplied. Any supply that is found to be defective, incomplete or non-compliant, either in whole or in part, shall be set aside by the Purchaser and shall remain available for subsequent verification to be carried out in the presence of the Supplier. The Purchaser has the right to refuse partial delivery, even if the service is divisible, unless otherwise specified in the Order. Any delivery that does not comply with the Order, following the aforementioned verification, must be withdrawn at the Supplier's expense. The Purchaser shall not be liable for any risks, damage, breakages, faults, fires, shortages or thefts once the verification has been carried out in the presence of both parties and the Supplier has not withdrawn the goods.  The Purchaser shall be entitled to request replacement of the returned goods or to consider the Order null and void with regard to the services that do not comply with the agreement. Both the return of the goods and any replacement shall be carried out at the Supplier's expense and risk. Supplies that do not comply and/or do not meet any of the requirements set out in Article 4) or that have faults or defects, even if not necessarily functional, that render them unsuitable for their intended use, must be made to comply exactly with the contractual agreement at the Supplier's expense and risk, in accordance with and for the purposes of Articles 1490 et seq. of the Italian Civil Code, or, in accordance with and for the purposes of Articles 1667 et seq. of the Italian Civil Code, within a reasonable period of time to be determined by the Purchaser. In any case, the Purchaser shall retain the right to compensation for damages caused by the Supplier's failure to comply.

8) PROTECTION OF MATERIAL AND INTELLECTUAL PROPERTY

The drawings, gauges, moulds, models and technical specifications drawn up or produced by the Purchaser or by third parties on its behalf, the sample parts and any software elements delivered to the Supplier for the performance of the contract shall remain the exclusive property of the Purchaser and shall be returned to the latter in good condition upon completion of the work. They may only be used for the work necessary to produce the goods covered by the Order to which these General Terms and Conditions refer and may not be disclosed or duplicated. The Purchaser shall charge the Supplier for the costs incurred for the replacement and repair of the aforementioned goods, without prejudice to compensation for any damage caused. The Supplier guarantees that the goods and/or services supplied do not infringe any patents, licences or proprietary rights of third parties, as well as the freedom and lawfulness of use, trade and transfer both in Italy and abroad, thus assuming all responsibility and liability arising from third-party claims, including any costs and expenses that may be incurred by the Purchaser for its defence in court or out of court to resist claims or requests from third parties, while at the same time the Supplier undertakes to indemnify and guarantee the Purchaser against any consequences, even in the event of damage resulting from the outcome of the aforementioned disputes.

9) CONFIDENTIALITY

The Parties undertake to maintain the utmost confidentiality regarding confidential information (such as, by way of example and without limitation, drawings, prospectuses, documentation, formulas and correspondence) of a technical and/or commercial nature that may come to their knowledge during the performance of the supply contract governed by these General Terms and Conditions. In particular, the Supplier also undertakes, on behalf of its employees, auxiliaries, collaborators and third parties that the Supplier may use to fulfil the obligations assumed with the Order Confirmation or with the commencement of the execution of the Order by conclusive facts, all in accordance with and for the purposes of Article 1381 of the Italian Civil Code. Furthermore, the Supplier undertakes, throughout the course of the supply relationship and even after its termination (for any reason whatsoever): (i) not to disclose, communicate or otherwise divulge the information made known to it by the Purchaser, unless authorised in writing by the Purchaser, and in any case (ii) to use such information exclusively to the extent strictly necessary for the proper performance of the supply contract. Failure to comply with the aforementioned obligations shall entitle the Purchaser to deny access to its premises to the Supplier's personnel, assistants or collaborators and to avail itself of the remedies provided for in Article 15 below, without prejudice to any compensation for damages that may have been caused. The Supplier acknowledges, in any case, the exclusive intellectual property rights of the Purchaser, and the related economic rights of use, over the technical and/or commercial information and all documentation that the Purchaser has sent to the Supplier for the sole purpose of enabling the Supplier to perform the contract governed by these General Terms and Conditions. This supply relationship does not give rise to any intellectual property rights or economic use rights on the part of the Supplier, nor any licence to use the aforementioned information and documentation, except to the extent strictly necessary to fulfil the Order to which these General Terms and Conditions are attached. As a result, the Supplier undertakes, once the aforementioned contractual relationship has expired (for any reason): (i) to immediately return the aforementioned technical documentation to the Purchaser and (ii) not to disclose to third parties the information contained in the aforementioned documentation or otherwise provided to it by the Purchaser, unless it becomes public knowledge for reasons not attributable to the Supplier itself.

10) PRICES

The prices indicated in the Order are fixed, unchangeable and all-inclusive in the currency indicated therein, to which only VAT will be added, where applicable. These prices shall not be subject to any variation or revision, and the Supplier has taken this essential condition (to be considered also as an express derogation from the provisions contained in Articles 1467 and 1664 of the Italian Civil Code) into account during the conduct and conclusion of the negotiations that led to the finalisation of the contract. Price variability is only permitted if specifically provided for in the Order due to the particular duration of the supply relationship.

11) INVOICES

Invoices must be sent to the recipient indicated on the Order and must include all the information referred to in Article 5 above. Invoices must be issued in compliance with the provisions of the law (and in particular Presidential Decree No. 633 of 26 October 1972, ‘Establishment and regulation of value added tax’ and subsequent additions and amendments); any consequences relating to non-compliance with these provisions shall be borne exclusively by the Supplier. Any clause, specification or statement unilaterally inserted by the Supplier on the invoice shall be deemed null and void, unless otherwise agreed in writing.

12) PAYMENTS – TRACEABILITY OF FINANCIAL FLOWS

Payment is subject to the Buyer's unconditional acceptance of the supply in accordance with the terms and conditions contained in the Order. Any deliveries made in advance of the deadline specified in the Order do not and will not constitute grounds for the Supplier to issue an invoice and, in any case, to request payment of the consideration. The terms and conditions of payment are those indicated in the header of the Order. Unless otherwise specified in the Order, payments shall be made exclusively by bank transfer to the bank account indicated by the Supplier at the time of order confirmation (Art. 3, Law No. 136 of 13 August 2010) only after sending a regular invoice drawn up in accordance with the provisions contained in Art. 11 above, This also applies in the event of any deposits or advance payments. If direct remittance has been agreed, payment will be made during the first or second fortnight of the month following the due date of the individual invoice, depending on whether the latter falls during the first or second fortnight of the month. The Supplier undertakes to send a copy of the paid invoices within five days of payment by LEM. The Supplier shall issue, at its own expense, a receipt for the payments received, which must be sent in original form to LEM. The Supplier, where required by the nature of the order, declares that it assumes, as it does in fact assume, all obligations regarding the traceability of financial flows referred to in Article 3 of Law No. 136 of 13 August 2010, as amended and supplemented, and, as a result, undertakes to comply fully with the provisions contained in the aforementioned law. The Supplier expressly acknowledges that the Purchaser will not pay interest for any delays in payment and therefore waives, now and for the future, any claim in this regard. In the event of non-compliance by the Supplier, which the Purchaser must contest in writing – including by fax or email – within the period indicated in Article 7 above, the Purchaser shall have the right to suspend payment of any amounts due to the Supplier for services previously rendered, even if not related to the specific Order to which these General Terms and Conditions are attached, until the situation of exact performance has been restored, both in terms of the correct execution of the supply and in terms of compensation for any damages caused by the Supplier's non-performance and following the termination of the contract.

13) PENALTIES

In the event of any delays in the delivery of the goods covered by the supply, or in the provision of the services covered by the Order, and where the Purchaser intends to receive the supply, albeit late, in the case referred to in Article 4) of these General Terms and Conditions, the Supplier shall be charged a penalty of 1% (one per cent) of the total value of the Order for each week of delay or fraction thereof, up to a maximum of 10% (ten per cent) of the aforementioned amount, without prejudice to any greater damages.

14) WARRANTY

The Supplier expressly guarantees that the goods supplied are free from defects and faults, and that the goods and services provided to the Purchaser in fulfilment of the Order are functional and immediately usable. Consequently, the Supplier is obliged, from the date of testing and for a period of twenty-four months (and in any case for a period not exceeding thirty months from the date of commissioning of the goods supplied, unless otherwise specified in the Order), to take the necessary steps without delay, at its own expense, to eliminate any faults and defects found and, where necessary, to replace any goods supplied that are faulty or malfunctioning with other goods that comply with the provisions of the Order. The supplier is required, in any case, to guarantee technical support and the availability of spare parts necessary for the repair of the goods covered by the order, for a period of at least 5 (five) years after the expiry of the warranty period. In the event of activation of the warranty, if the Supplier is unable to remedy the faults and defects reported by the Purchaser within the time normally required by custom, or within the different time indicated by the Purchaser, the latter may directly perform, or have third parties perform, the necessary interventions, charging the Supplier for the related costs, charges and damages, without prejudice to the right to avail itself of the provisions of Article 1492 of the Italian Civil Code. Once repaired or replaced, the parts or components covered by the warranty will be subject to a new warranty period of twenty-four months.

15) WITHDRAWAL AND TERMINATION

The Purchaser shall have the right to withdraw from the contract at any time, and such withdrawal shall be effective as soon as it is communicated to the Supplier. The Purchaser's liability shall in any case be limited to the payment of the consideration for the goods and/or services already supplied, while for those not yet supplied at that date, the Purchaser shall pay compensation that takes into account the Supplier's actual commitment in accordance with the same criteria set out in Article 1671 of the Italian Civil Code. This clause is considered by the Supplier and the Purchaser to be essential for the purposes of finalising the contract, in the sense that, in the absence of this agreement, the contract would never have been concluded. The Purchaser shall have the right to terminate the contract in the event of the circumstances referred to in Articles 4, 12, 13, 15, 18 and 19 of these General Terms and Conditions. In the event of termination of the contract due to serious breach by the Supplier, the Purchaser shall not be required to pay the Supplier any amount, while it shall have the right to return to the Supplier any goods already delivered and the right to obtain a refund of any amounts paid in the meantime, without prejudice to the right to obtain compensation for all damages suffered.

16) FORCE MAJEURE

Neither party shall be liable for delays or non-performance attributable to force majeure (Article 1218 of the Italian Civil Code), provided that the party affected by the event notifies the other party in writing within 7 (seven) days of the occurrence of the event.

17) APPLICABLE LAW – DISPUTES

The law governing the relationship to which these General Terms and Conditions refer is Italian law. The Court of Rome shall have jurisdiction to settle any and all disputes relating to the interpretation and execution of the Order.

18) SAFETY AT WORK

The Supplier undertakes to provide, to the extent of its competence, the materials and equipment necessary for the implementation of the safety measures and precautions required by the regulations in force, to require its employees to comply with safety regulations and to ensure that its staff and auxiliaries, in accordance with the provisions of Legislative Decree 81/2008, as subsequently amended, are adequately and fully informed and trained about the activities and processes to be carried out during the production of the goods covered by the supply. Failure by the Supplier to comply with the regulations on the health and safety of workers, as well as the safety requirements of the products and the adaptation of the goods and/or services to special regulations (ecological, accident prevention, etc.), at any time during the execution of the Order, constitutes just cause for termination of the contract, without prejudice to compensation for damages and, in any case, will allow the Purchaser to suspend the execution of the Order. Throughout the duration of the contractual relationship within the Purchaser's production unit, the Supplier's personnel and auxiliaries, in addition to meeting adequate moral requirements, must possess the professional qualifications required by the provisions in force, including regulations, and the materials and components used must be accompanied by the required quality certifications, which the Purchaser reserves the right to verify at any time, either directly or by examining the relevant documentation produced by the parties concerned and the Supplier. Any violation of the aforementioned provisions shall entitle the Purchaser to suspend the supply relationship and/or terminate the contract, without prejudice to compensation for damages, subject to notification of the relevant charges. The Supplier shall also strictly comply with any laws or regulations that may be enacted during the course of the relationship, as well as strictly complying with the provisions in force regarding the economic, regulatory, insurance and social security treatment of workers, including the application of the National Collective Labour Agreements in force or that will come into force during the course of the relationship and any local or supplementary agreements that may be applicable to the sector to which the workers employed by the Supplier belong. The Purchaser, in view of its responsibilities in this specific matter, reserves the right to request from the Supplier documentation proving compliance with the aforementioned obligations, making payment of the consideration conditional upon positive verification of such compliance, whether payment has been agreed upon on a periodic basis or is to be made in a single instalment. To this end, the Supplier declares that:

a) Your INPS social security number is no. ………………………………. of the headquarters of …………………………….

b) Your INAIL social security number is no. ……………………………… of the headquarters of …………………………….

The Supplier undertakes to guarantee and indemnify the Purchaser against any consequences, including any damage that may arise to the Purchaser, its employees, its client, and its bodies or representatives, to companies present on site, their employees or auxiliaries, or to third parties in general, as a result or indirect consequence of the activities that the Supplier or its employees, auxiliaries or employees, including Suppliers, will carry out for the performance of the services covered by the Order. To this end, where requested, the Supplier undertakes to take out an appropriate RCT insurance policy, as an additional guarantee, for a maximum amount established in the Order, giving written confirmation to the Purchaser before commencing work on site. Failure by the Supplier to comply with regulations on worker health and safety, as well as product safety requirements and the adaptation of goods and/or services to special regulations (ecological, accident prevention, etc.), etc.), at any time during the execution of the supply, constitutes just cause for termination of the contract, without prejudice to compensation for damages and, in any case, shall entitle the Purchaser to suspend the execution of the contractual relationship.

19) INSPECTIONS

The Purchaser reserves the right and authority to carry out inspections at the Supplier's premises, with five (5) days' notice. Inspections will be carried out by the Purchaser's staff, who may be accompanied by representatives of their end customer or the military government authorities involved. Inspections shall take place during normal working hours, in full compliance with current health and safety regulations, and for the sole purpose of verifying compliance with all obligations assumed in the Order. The Supplier undertakes to guarantee direct access to the government and/or military authorities involved, even if they are not accompanied by LEM personnel. To this end, the Supplier undertakes to guarantee the right of access to the aforementioned representatives in all areas where the activities covered by the Order are carried out. The Supplier declares: that (i) the work covered by this order will not be carried out in restricted areas where access to LEM, or its representatives or delegates, may be limited or denied; and that (ii) during inspections, access to all documentation relating to the supply will be guaranteed.

20) TAX AND CURRENCY CHARGES

Any irregularities committed by the Supplier in relation to the obligations provided for by current tax and currency regulations, which may result in the direct application, or jointly between the Purchaser and the Supplier, of financial penalties, fines, penalties or economic sanctions of any other kind or type, shall be borne exclusively by the latter, who undertakes to indemnify and hold harmless the Purchaser from any harmful consequences it may suffer.

21) PROTECTION OF PERSONAL DATA

The Parties mutually acknowledge that each of them will process the other's personal data in accordance with the provisions in force regarding the protection of personal data, solely for the purposes of executing the Order and for those required by law and referred to in Legislative Decree no. 196/03 and subsequent additions and amendments. The Purchaser declares that it is the data controller at its registered office.

For full confirmation and acceptance ………………………………., lì………………………………………………….                                          

SUPPLIER'S STAMP AND SIGNATURE ………………………………………………………………………………………………………………………………………….

 

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, after careful review, the Supplier expressly accepts the following clauses: Article 1 – VALIDITY AND EFFECTIVENESS; Article 2 – CONCLUSION OF THE CONTRACT; Article 3 – NON-TRANSFERABILITY OF THE CONTRACT AND CREDIT; Article 4 – EXECUTION AND DELIVERY TERMS; Article 5 – SHIPPING AND DELIVERY – PLACE OF PERFORMANCE OF THE SERVICE; Article 6 – RECEIPT OF GOODS; Article 7 – REPORTING OF DEFECTS; Article 10 – PRICES; Article 12 – PAYMENTS AND TRACEABILITY OF FINANCIAL FLOWS; Article 13 – PENALTIES; Article 14 – WARRANTY; Article 15 – WITHDRAWAL AND TERMINATION; Article 17 – APPLICABLE LAW – DISPUTES; Article 18 – SAFETY AT WORK; Article 19 – INSPECTIONS; Article 20 – TAX AND CURRENCY CHARGES.