General Conditions of Purchasing of Services

Automobili Lamborghini S.p.A.

1 . SCOPE OF APPLICATION
These General Conditions of Purchase regulate the acquisition
of Services by LAMBORGHINI (as this term is defined
hereinafter), from its Suppliers (as this term is defined
hereinafter).
The terms used in these General Conditions will have the
meanings defined below, unless the context unequivocally gives
to understand otherwise:
Societ del Gruppo VW:
VW Any company of the VW Group, I.E.
the Group of companies to which Volkswagen AG (Berliner Ring
2, 38440 Wolfsburg, Federal Republic of Germany) belongs (the
term Group as used in this definition shall have the meaning
attributed to it in Article 15 of the German Stock Corporation
Act), which company will be able to make new Orders to the
Supplier under the same conditions existing between the
Supplier and LAMBORGHINI, except for the variations that could
exist due to the logistical costs and terms of payment.
Condizioni Generali: These General Conditions of Purchase of
Services.
VW Group: Multinational group of companies to which
LAMBORGHINI belongs..
Request
Request of Offer:
Offer : Request made by LAMBORGHINI to a
Supplier on the basis of a specific need for a Service, for the
latter to make an offer to supply. This request will include, inter
alia, the bidding conditions, technical specifications, and the
logistic, quality and safety needs, which the Service to
besupplied must fulfil.
S ervice/s:
ervice/s: the object of these General Conditions.
Supplier/s:
Supplier/s: the party selling the Service.
Supplly Programmes: Requests for Services derived from an
Open Order and sent by LAMBORGHINI to the Supplier,
according to LAMBORGHINIs manufacturing requirements,
including periodical firm Orders and periodical future forecast
requirements, which may be sent by letter, fax, Internet or any
other written media.
LAMBORGHlNl:
LAMBORGHlNl The purchasing party, that is, a) Automobili
Lamborghini Spa, b) any other Lamborghini company controlled
by said company or by its holding company, Automobili
Lamborghini Holding Spa (both companies having their
respective registered office at SantAgata Bolognese (BO), Italy
Via Modena n.12 ), (it being understood that LAMBORGHINI as
defined herein may act as a purchaser in its own name and
behalf or in the name and/or on behalf of any and all Group
Company/Companies), and c) any other Lamborghini company
under the respective considerable influence of either said
company (where control and considerable influence shall
have the meaning set forth in article 2359 of the Italian Civil
Code) whenever any such company is acting as purchaser in
transactions of the type described in these General Conditions
of Purchase and as is identified by any means such as the
signature of a respective legal representative, the respective
corporate stamp etc..
2. VALIDITY AND ACCEPTANCE OF THE PRESENT
CONDITIONS
2.1 Supplies made to LAMBORGHINI as a result of the Orders it
makes, will be conducted in accordance with the present
General Conditions, which shall be deemed to have been totally
accepted by the Supplier in accepting the Order as established
by Condition 3.5 below. It is understood, however, that a)
LAMBORGHINI reserves the right to refuse at any time
performance of any Orders made by it (and, therefore, to refuse
payment and/or performance of Services in respect of the
same) whenever the Supplier has not signed these General
Conditions of Purchase for specific acceptance of all their terms
and conditions including those in respect of which article 1341 of
the Italian Civil Code requires specific acceptance in writing, and
that, b) unless the Supplier returns a complete set of these
General Conditions of Purchase signed for acceptance as
indicated above by the earlier of the following two dates: (i) the
end of the 30th calendar day from the date of the Order or (ii)
the date of the beginning of performance of the Order by the

Supplier, LAMBORGHINI shall have no obligation whatsoever

vis--vis the Supplier, based on the Order.
2.2 These General Conditions will remain in force until both
parties expressly, jointly and in writing state otherwise, once all
commitments in the course of performance have been fulfilled.
2.3 Any modification of these General Conditions will be valid
only if so indicated in writing in the Order or, in the case of a
current Order (i.e. an Order currently being performed), if the
modification is mutually agreed by the Supplier and by
LAMBORGHINI, and no clause or general condition of sale
included by the Supplier in its invoices, delivery notes or
correspondence that contradicts or limits these General
Conditions, will be considered to be valid unless specifically
accepted in writing by LAMBORGHINI.
2.4 In the event that one or several of the provisions of these
General Conditions or any of the Orders is cancelled or found to
be unenforceable for legal reasons, the validity of the remaining
provisions will not be affected.
2.5 The Order, modifications thereof, any written annexes
thereto and these General Conditions, will constitute the total
agreement between LAMBORGHINI and the Supplier, and
accordingly no other verbal agreement or representation that
modifies the contents of the foregoing documents shall be
binding on LAMBORGHINI.
3. ORDERS
ORDERS
3.1 Orders made by LAMBORGHINI are classified into:
3.1.1 Open Orders, which consist of assigning to a Supplier a
Service to be performed on a periodic / repetitive / continuous
basis, for all or any of the plants, for the period of time in which
the Order is in force, which Order will in any event be subject to
the fulfilment of the conditions as to price (financial terms),
quality, service and innovation required by LAMBORGHINI at
any time.
In Open Orders the content, extension and/or the frequency of
the Service will not be pre-determined but, instead, will be
established from time to time in the appropriate Supply
Programme. Once an Open Order has been accepted by the
Supplier, any Supply Programme requirements as indicated in
writing by LAMBORGHINI shall be deemed unconditionally
accepted by the Supplier unless the same notifies
LAMBORGHINI otherwise in writing and such notification
reaches LAMBORGHINI within seven working days of
LAMBORGHINIs request. On accepting an Open Order the
Supplier agrees to:
LAMBORGHINIs right to modify (with thirty calendar days
notice) or temporarily suspend at any time (for a maximum
period of thirty calendar days) any said Supply Programme.
LAMBORGHINIs right to cancel the Open Order due to free
and open market causes, that is to say, because of the
existence of another Supplier which may supply the Service
subject to conditions which are more favourable to
LAMBORGHINI in terms of financial conditions, quality, safety or
for any other grounds whatsoever of a similar nature. In such
event it will be sufficient for LAMBORGHINI to send written
notification with sixty calendar days notice and the Open Order
will be automatically cancelled, if not otherwise indicated in
writing, as of the end of the 60 day from the date of such
notification.
The right of any VW Group Company to place Orders at the
same terms and conditions existing between the Supplier and
LAMBORGHINI, except for the variations that could exist due to
the logistical costs and terms of payment, which Orders will also
be governed by the present General
Conditions.
3.1.2 Closed Orders, by means of which LAMBORGHINI Orders
from the Supplier a Service specifically pre-determined in its
content, extension and/or frequency, and the latter undertakes
to supply the same.
3.2 The Order may be made on the LAMBORGHINI form in use at
any given time or by means of electronic data transmission,
which shall be deemed in writing.
3.3 All Orders must contain: Order number, Supplier number,
reference name, price, taxes, duties, conditions of performance,

General Conditions of Purchasing of Services

Automobili Lamborghini S.p.A.
packing, identification of latest engineering innovation if
applicable, transport (stating whether or not this is included), if
applicable, and conditions of invoicing and payment, and these
Conditions shall form part of the Order for all effects..
3.4 Orders based on these General Conditions of Purchase once
the same have been accepted by the Supplier in compliance with
article 1341 of the Italian
Civil Code, shall be deemed to be wholly accepted:
when the Supplier states so expressly in writing, within a
period no greater than one month from the date of issue of the
Order, or;
when the Supplier begins to fulfil the Order sent by
LAMBORGHINI.
4. PRICES
PRICES
4.1 The Supplier shall forward the offers in the format supplied
to said Supplier by LAMBORGHINI on issuing each Request for
Offer, and all data must be duly completed.
4.2 The price of the Services will be that established in the
Order. In the case of an Open Order, the price applicable to each
supply will be that stated in the Order or in the Supply
Programme then applying and in any special conditions that may
apply to the Order, as established therein.
5. SUPPLY OF SERVICES
5.1 Performance of Services must be made on the agreed date,
in accordance with the terms of the Closed Order or of the
Supply Programme in the event of an Open Order. Unless
otherwise agreed upon in writing, the place of performance will
be the designated place of use of said Services, irrespective of
whether the same is a LAMBORGHINI or a third partys facility.
5.2 In the event of non-compliance or non-observance of the
fulfilment date, LAMBORGHINI reserves the right to:
5.2.1 Accept performance of the Service or continue accepting
performance as rendered and levy a penalty of two percent of
the value of the Service not provided on the date or within the
time limit specified, without prejudice to any rights to be
indemnified if the delay has caused greater damage.
5.2.2 Organise, either by itself or through third parties, the
performance of the Services that have not been provided or that
can reasonably be expected will not be provided within the
agreed period, and this decision will be binding on the Supplier.
If LAMBORGHINI chooses to exercise this right, the Supplier will
reimburse all expenses LAMBORGHINI may have incurred, either
directly or indirectly, as a result. To that end, LAMBORGHINI will
issue the corresponding invoice for the total amount of these
costs, and in such case the set off rule of Condition 16.2 of these
General Conditions will be applicable.
5.2.3 Deem the Order as cancelled, in which case it will be
sufficient for LAMBORGHINI to inform the Supplier thereof, and
LAMBORGHINI will thenceforth be free from any obligation to
accept and pay for the Services; all of this without prejudice to
the right of LAMBORGHINI to carry out any legal action,
including damage claims, which it may deem fit.
5.3 Whenever the Supplier is late in performing Services, it shall
so inform LAMBORGHINI from the time it becomes aware of
the possible delay.
5.4. Whenever the performing of Services fall within the scope
of Italian Legislative Decree n. 81/2008 (T.U. Sicurezza), the
Supplier undertakes to provide LAMBORGHINI all the requested
documents and to fulfil all obligations derived from the above
mentioned Legislative Decree. Furthermore, the Supplier shall
be liable to LAMBORGHINI and shall hold it harmless for and
from any liability arising from the failure to comply with the
above mentioned Legislative Decree.
5.5. The Supplier declares to have performed all remunerations,
retirements and social security obligations according to the
applicable laws with regard to its employees. The Supplier shall
be liable to LAMBORGHINI and shall hold it harmless for and
from any liability arising from litigation that may occur directly
with the Suppliers employees or with any Public Authority
(judiciary, administrative, tax, social security, etc.), in relation to
facts depending from the employment relationship or from
accidents in the workplace or from damages caused to objects

or persons by employees, included any third party to the

present agreement and included wilful misconduct or gross
negligence.
5.6 The Supplier declares that it holds the appropriate
insurance policies covering civil liability
6. SUBCONTRACTING
SUBCONTRACTING
Unless otherwise agreed upon in writing between LAMBORGHINI
and the Supplier, this latter may not subcontract to third parties
(not even in part) the activities necessary to perform the
Services to be supplied to LAMBORGHINI.
7. HEALTH AND SAFETY HAZARD
Performance of Services must comply with all the requirements
as to safety set out in LAMBORGHINIs technical specifications
in the bidding conditions or other document furnished to the
Supplier with the Request for Offers or subsequently. It should
also comply with safety legislation in force at all times in Italy
and the European Union. If, during such performance of
Services, the Supplier should observe any such hazard to
personal health or safety, it should notify LAMBORGHINI
immediately; the Supplier shall in any case be liable for all
responsibilities deriving from such hazard. Supplier shall hold
LAMBORGHINI harmless from any damages that could arise
from the breach of this provision.
8 . QUALITY REQUIREMENTS
8.1 The Supplier shall comply at all times with the standards and
measures for the assurance of quality and with the technical
conditions required by LAMBORGHINI and supply the Services in
accordance thereof. Furthermore, the Supplier shall review and
adapt constantly the standards and measures for the assurance
of quality and technical conditions and the quality of the
Services provided.
8.2 LAMBORGHINI will have the right at any time to verify that
the Services are provided in accordance with the corresponding
quality standards and technical conditions of LAMBORGHINI.
8.3 The Supplier must oblige its subcontractors to meet the
same conditions required by LAMBORGHINI of its Suppliers,
without prejudice of the direct and joint liability that in any case
the Supplier has with
respect to LAMBORGHINI.
9. WARRANTY
9.1 The Services provided to Lamborghini shall have a warranty
in accordance with Italian law applicable to the contracting of
Services and, in particular, article 1667 of the Italian Civil Code,
it being understood that all Services accepted by LAMBORGHINI
shall be deemed accepted under the specific condition set forth
in article 11.2.
9.2 Without prejudice for the foregoing Paragraph 5.3 and 5.4 ,
if a claim is brought against LAMBORGHINI for liability for any
breach in applicable safety regulations or other applicable laws
of any kind, LAMBORGHINI reserves the right to claim from the
Supplier the refund of any damages, costs, expenses and
compensations, whenever the supply of the Service was
incorrect and was the direct or indirect cause of the claim.
9.3 Charges incurred in respect of warranty attributable to the
Supplier may be levied by LAMBORGHINI or by any WV Group
Company.
10.
10. INVOICING
10.1 All invoices must specify the Supplier number, Order
number, Service reference, delivery note number, if necessary,
as well as all legal and tax requirements in force at any time and
any other information that may be required by LAMBORGHINI.
10.2 Invoicing will be conducted as per the conditions stated on
the Order.
11. PAYMENT CONDITIONS
11.1 Payment of Services, to both domestic and foreign Suppliers,
will be conducted in accordance with the Order conditions. In all
cases, an express pre-condition for payment shall be that the
Services comply with the quality levels required by
LAMBORGHINI at any given time.
11.2 Payment of the Order does not imply acceptance of the
Services by LAMBORGHINI in terms of conditions of quality,
quantity and price in respect of the same, nor does it mean that
LAMBORGHINI waives the rights derived either directly or

General Conditions of Purchasing of Services

Automobili Lamborghini S.p.A.
indirectly from these General Conditions or from applicable
legislation at any given time.
11.3 If LAMBORGHINI makes advance payment, either in whole or
in part, of the amount of the Order, the Supplier will lodge a
bank guarantee made out to LAMBORGHINI for the amount
advanced, and on the terms and conditions determined by
LAMBORGHINI. This bank guarantee must be reviewed and
specifically accepted in writing, in advance, by LAMBORGHINI.
11.4 Should the circumstances indicate that the Supplier will be
unable to comply with its upcoming obligations, then
LAMBORGHINI may suspend payments until such time as it
becomes apparent that the Supplier is again willing, able and
ready to carry out proper performance of said obligations. It is
understood that, during payment suspension the Supplier may
not suspend performance.
12. MODELS OR DRAWINGS OR KNOW
KN OW HOW SUPPLIED BY
LAMBORGHINI AND/OR OTHER VW GROUP COMPANIES
12.1 The models or drawings or know how furnished by
LAMBORGHINI may not be copied by the Supplier. Neither these
nor those prepared by the Supplier expressly for the purpose of
providing Services for LAMBORGHINI (these latter, unless
otherwise specifically agreed upon in writing, shall be deemed to
be paid for within the payment of the price of the Services and
therefore shall be deemed the property of LAMBORGHINI
and/or of any other VW Group Company acting as purchaser, as
the case may be), may be given to any other persons or entities
unless LAMBORGHINI gives prior, express consent in writing,
nor may be used by the Supplier for any purpose other than for
the performance of Services for LAMBORGHINI. These drawings
or models or know how must be handed over to LAMBORGHINI
at its request; should payment of the price of Services not have
allowed full amortizations of the same at the time of
LAMBORGHINIs request, this latter shall pay the portion of
their value which has not yet been amortized.
12.2 In the event of non compliance with the above rules,
LAMBORGHINI shall be entitled to cancel the Order and demand
the return of any benefits obtained by the Supplier, as well as
compensation for the loss and damages caused.
12.3 If the Supplier registers industrial or intellectual property
rights in breach of the terms of the present Condition, it will be
obliged to transfer those rights to LAMBORGHINI free of charge
and with no liability for LAMBORGHINI, without prejudice in any
event to any other rights of LAMBORGHINI by virtue of the
foregoing provisions.
13. COSTS CONTROL
The Supplier undertakes to analyze with LAMBORGHINI, if
requested, all possibilities of reducing, within reason, the cost of
Services. Furthermore, the Supplier authorises LAMBORGHINI
and the persons designated by LAMBORGHINI to carry out the
appropriate checks in its workshops in relation with all Services
performed for LAMBORGHINI.
14. PROHIBITION OF ADVERTISING - TRADE SECRET
14.1 Under no circumstances shall the Supplier, on its own behalf
or on behalf of third parties, mention, publish or advertise in any
way its commercial or industrial activities with LAMBORGHINI,
or use LAMBORGHINIs trademark, logo or name in any medium
of communication, without express prior authorisation in writing
from LAMBORGHINI. Consequently, the Orders and all
commercial and technical details connected with such Orders,
together with any LAMBORGHINI trade secret and confidential
information learned by the Supplier in connection with the
supply relationship with LAMBORGHINI, shall be treated by the
Supplier as strictly confidential for at least five years after the
termination of any such relationship.
14.2 The Supplier undertakes, as a prior and necessary condition
for contracting the Services of any other Supplier who might act
in the performance of Services ordered by LAMBORGHINI
(provided that the Supplier has first sought and obtained from
LAMBORGHINI this latters authorization for any such
subcontracting), either as furnisher or manufacturer, to obtain
from such Supplier the undertaking to fulfil all obligations
derived from the present Condition, without prejudice to the

Suppliers at all times direct and joint liability towards

LAMBORGHINI.
15. INDUSTRIAL PROPERTIES
15.1 Generally and without exception, the Supplier specifically
represents and warrants to LAMBORGHINI that all Services to
be performed that have not been conceived by LAMBORGHINI,
have been and at all times will be provided in accordance with
current regulations and in particular, that they do not and will
not constitute an infringement of any registration or industrial
property rights, and that they are not subject to any litigation or
legal action.
15.2 The Supplier shall inform LAMBORGHINI of any application
or use of its own or other partys patents.
15.3 The consequences of any breach of said regulations or of
any limitations suffered by LAMBORGHINI as a result thereof
will be borne directly by the Supplier, and LAMBORGHINI
reserves the right to claim compensation for any loss or
damages suffered.
15.4 The Supplier will respect LAMBORGHINIs industrial
property rights in the Services.
15.4.1 If the Supplier becomes aware of any claim from a third
party in respect of the aforementioned rights, it will inform
LAMBORGHINI immediately and will refrain from any action
against third parties without prior consent in writing from
LAMBORGHINI.
15.4.2 If LAMBORGHINIs industrial property rights are used for
purposes other than those mentioned above, without the
express permission of LAMBORGHINI, LAMBORGHINI will be
entitled to claim compensation for all and any loss and damages
caused.
15.5 If the Supplier carries out any technological innovation
during the work covered by a LAMBORGHINI Order, the Supplier
undertakes to grant LAMBORGHINI the corresponding license so
that LAMBORGHINI may manufacture, have manufactured and
sell the results of the aforementioned innovation. The Payment
of the licence, the latter being irrevocable, perpetual and
without limits of extension, with faculty of sub licence, has to
be considered included in the Payment of Services.
16. ASSIGNEMENT
16.1 LAMBORGHINI Orders may not be assigned by the Supplier.
16.2 It is expressly agreed that the credits deriving from
supplies to LAMBORGHINI may not be assigned or delegated in
any way by the Supplier without having first sought and
obtained LAMBORGHINIs written consent. Moreover, since the
Order is an integral part of the statutory evidence of any such
credits based on article 1262 of the Italian Civil Code, the
present condition is deemed to be known by the assignee at the
time of assignment and will prevent acquisition in good faith by
this latter of any such credit based on article 1260.2 of the
Italian Civil Code.
16.3 LAMBORGHINI may assign any rights derived from the
Order, from these General Conditions and/or the documents
that may replace or complement them, to any VW Group
Company. Likewise, LAMBORGHINI may be subrogated in any
claim that any VW Group Company may have against the
Supplier for any reason. Accordingly, the Supplier hereby
authorises such assignment/subrogation for all purposes and
effects, and undertakes to accept any claim that it may receive
from the said companies deriving from the Services supplied to
LAMBORGHINI or to another VW Group Company, as well as to
accept the charges that on such grounds LAMBORGHINI or
another VW Group Company may make to the current account
opened by the Supplier for the purposes of any order or
relationship of any nature with the Supplier. To this effect, the
Supplier hereby expressly authorises LAMBORGHINI and any
other VW Group Companies to issue the corresponding invoices
where appropriate and to set off the amounts of such invoices
against all amounts due by the Supplier to such companies
deriving from whatever relation
16.4 The Supplier undertakes, as a prior and necessary condition
to contracting the Services of any other Supplier who might act
in the supply of Services ordered by LAMBORGHINI, either as

General Conditions of Purchasing of Services

Automobili Lamborghini S.p.A.
furnisher or manufacturer, to obtain from such other Supplier
express acceptance of the assignment and set-off mentioned in
the preceding paragraph, so that both LAMBORGHINI and any
other VW Group Company may, by virtue of the present General
Conditions, either claim against the Supplier, or claim directly
from the Suppliers of the Supplier the amount fully
corresponding to the amount owed as well as make the
appropriate set-offs and charges against the current accounts
they may have with the Supplier or with the corresponding
supplier of the Supplier. Non acceptance by the suppliers of the
Supplier of the assignment and set-off mentioned in the
preceding paragraph, will give rise to the right to immediate
cancellation of the Order, at LAMBORGHINIs option, without
prejudice in any event to the right of LAMBORGHINI to seek
compensation from the Supplier for all costs and damages
arising
as
a
consequence
of
said
cancellation.
16.5 The contents of the present Condition will be applicable
both to the Supplier and to any successive suppliers of any level
that participate in the supply of Services, and it is the
responsibility of the Supplier and the suppliers of the Supplier
that all participants in the supply of Services accept the present
Condition in its entirety, as well as the rest of the present
General Conditions.
17. CIVIL LIABILITY FOR LOSS AND DAMAGES
17.1 If while attending the Orders, the Supplier conducts work
inside LAMBORGHINI premises, or uses LAMBORGHINI property
inside or outside its premises, such Supplier undertakes to
comply with all applicable laws and with LAMBORGHINIs
internal regulations, and shall be liable for losses or damages
caused to persons, real estate, fixtures and fittings,
installations, finished, semi-finished, or stored products,
resulting from the negligence or fault of the Supplier and its
Suppliers
and
their
respective
workers.
17.2 In the aforementioned cases, the Supplier agrees to hold
LAMBORGHINI free from liability, and to
indemnify
LAMBORGHINI and hold LAMBORGHINI free from any liability
incurred as a result of the above mentioned loss or damages.
17.3 The Supplier agrees to keep LAMBORGHINI free, harmless
and indemnified from any liability resulting from the formers
failure to fulfil its obligations as employer, regarding Social
Security, Health and Safety Regulations, or under any other
legislation or regulations that may be in force at any time.
17.4 The Supplier agrees to comply with all applicable
regulations concerning compulsory state insurance and,
moreover, will take out a further insurance cover for civil,
product and professional liability risks with a prestigious
insurance company, to cover any accident or harm that may
occur in the course of its activity. Such insurance policy shall be
forwarded to LAMBORGHINI at this latters request, as shall
proof of subsequent renewals.
17.5 The Supplier represents and warrants have not performed
any conduct or activity from which any liability pursuant to
Decree 231/2001 (the Italian corporate criminal Act) may arise.
Furthermore, the Supplier is aware that LAMBORGHINI has
adopted an organizational, management and control model
(Organizational
Organizational Model)
Code of
Model and a code of conduct (Code
Conduct)
Conduct that the Supplier acknowledges to have read and
that it accepts to comply with.
The Supplier agrees to, and undertakes that any of its
employees shall, comply with the provision of the Italian criminal
law and with the LAMBORGHINI Code of Conduct and to avoid
any behaviour that could give rise to any liability according to
Decree 231/2001. For any breach or violation of this clause,
LAMBORGHINI may (without limiting any other right it may
have), notwithstanding any other provision of this agreement to
the contrary, immediately terminate this agreement, in whole or
in part.
18.
18. FORCE
FORCE MAJEURE
18.1 The Supplier will not be liable for non compliance, in whole
or in part, or delay in supplying Services if such non compliance
or delay is due to force majeure (including general, territorial or

sectorial strikes that affect but are not limited to the Supplier
and excluding internal strikes of the Supplier).
18.2 When the Supplier is unable to supply the Services, either in
whole or in part, because of the existence of force majeure:
o It will be obliged to notify LAMBORGHINI of the existence of
the fact of force majeure, as soon as possible, but no later than
24 hours after the occurrence of the same, and it will provide a
detailed explanation of its nature, extent and the expected delay
in the supply of Services, as well as the resulting situation in
terms of possibilities of supply.
o The Supplier shall remedy the situation as soon as the
underlying cause has ceased to persist.
18.3 The Supplier and LAMBORGHINI shall, as long as the said
situation lasts, agree on the additional measures needed to
enable supply to continue, and the Supplier will be responsible
for carrying out all the additional measures agreed and which
are necessary for supply to continue. Impossibility on the part of
the Supplier to carry out supply even when it has properly
adopted all additional measures, will not be considered to be a
breach of its obligations. Notwithstanding the foregoing, if the
supply is not normally resumed within 15 calendar days from the
day on which it was totally or partially interrupted or not
fulfilled due to any force majeure factors, LAMBORGHINI may
treat the Order as rescinded, with immediate effects, even
where the Supplier has correctly adopted the aforementioned
additional measures.
18.4 In the event of flood, fire, industrial action or strike, riot,
official measures, non-communication or other interruptions in
LAMBORGHINI that lead to a reduction of activity or a stoppage
in the workplaces of LAMBORGHINI, either manufacturing or
commercial, as well as other similar incidents including force
majeure, LAMBORGHINI may suspend receipt and payment of
the Services ordered from the Suppliers, and there will be no
obligation on LAMBORGHINIs part to pay any indemnity.
19. EARLY TERMINATION
19.1 The causes described below, as well as those others
expressly mentioned in any other provisions of these General
Conditions, shall be causes for immediate termination of the
Order as well as of any relationship between the parties based
on these General Conditions of Purchase for Services:
19.1.1 Declaration of bankruptcy of the Supplier, whether
voluntary or sought by third party, or the acceptance by a
competent jurisdiction of an application for suspension of
payments of the same, or initiation of liquidation proceedings,
declaration of insolvency by the courts and tribunals, actual
insolvency, public or private assignment of its assets to
creditors or, if applicable, execution of assets on the application
of its creditors, whether or not materialising in embargo,
attachment or charges over.
19.1.2 Non compliance in whole or in part by the Supplier with its
obligations as established in the Order, in these General
Conditions or in the documents that may complement or replace
them.
19.1.3 Delay in supply of Services, in respect of the agreed
performance deadlines, when the Supplier is responsible for
such delay.
19.1.4 Lack of quality of the Services.
19.1.5 A change in the company name, its transformation,
changes in the corporate structure or control, merger or spinoff, even where the reference number of the Service does not
change.
19.1.6 Alteration of the price or specific conditions regarding the
Services.
19.2 In all the above cases it will be sufficient to give written
notice and the cancellation of the Order will take immediate
effect.
20. LOSSES AND DAMAGES
In the event that the Supplier fails to comply, either in whole or
in part, with any of its obligations deriving from the Order, from
these General Conditions and/or any documents that may
complement or substitute them, it shall be obliged to
compensate LAMBORGHINI for any losses and damages caused.

General Conditions of Purchasing of Services

Automobili Lamborghini S.p.A.
21. SETOFF
In the event that LAMBORGHINI has to make any charge against
the Supplier as a consequence of any provision of these General
Conditions or of the Orders, the Supplier hereby expressly
authorises LAMBORGHINI to issue the corresponding invoice
and to debit the amount against any amounts owing by
LAMBORGHINI to the Supplier or to increase any credit in
LAMBORGHINIs favour, all of which to be duly noted in the
running account. The set off shall take place based on the
requirements of article 1243 of the Italian Civil Code.
22. LANGUAGE
The present General Conditions of Purchase are granted to all
effects in the Italian language, irrespective of the fact that
these may be translated into other languages for informative
purposes. Consequently, the only version of the General
Conditions which is valid and binding on the parties is the
version in the Italian language.
23.
APPLICABLE
LAW
AND
JURISDICTION
23.1 These General Conditions will be governed by the applicable
Italian Laws.
23.2 Should the supply in question constitute a subcontract
within the meaning of Law no. 192 of June 18, 1998, the parties
shall attempt to resolve all disputes concerning the
interpretation or performance of the relationshipo governed by
these Conditions by means of conciliation at the Camera di
Commercio, Industria e Artigianato e Agricoltura (Chamber of
Commerce, Industry and Agricolture) for the territory in which
the Supplier s principal palce of business is located, provided
that that Suppliers place of business is in Italy. In that case, if a
conciliation is not reached within 30 (thirty) days, the dispute in
question shall be resolved exclusively by the courts of
competent jurisdiction for the place in which LAMBORGHINIs
registered office is located. This provision shall apply also in
case the relationship falls outside the scope of Law No.
192/1998. As a partial exception to the foregoing,
LAMBORGHINI shall be entitled, in its discretion, to bring an
action against the Supplier before the courts of competent
jurisdiction for the place in which the Suppliers registered office
(or other offices or warehouses) is/are located, in particular, but
not by way of limitation, in order to recover LAMBORGHINIs
own goods or to recover damages.
24. DATA PROTECTION
24.1For purposes of the Italian law concerning the treatment of
personal information, LAMBORGHINI
hereby informs the
Supplier that the personal information (i.e., birth, identification,
tax and financial information) concerning individuals and entities
that enter into relations with LAMBORGHINI, are gathered,
registered, reorganized, memorized and processed for
administrative, accounting and commercial purposes. In
particular, said purposes include the following activities:
management of orders, invoices and payments; conclusion and
management of possible contracts with third parties (including
those for the subcontracting to third parties of the management
of LAMBORGHINIs warehouse and of services pertaining to the
receiving and shipment of goods); administration of suppliers;
relationships with customers; fulfillment of contractual or legal
obligations, subcontracting of administrative activities. Said
information may be divulged to third parties for the purposes
for which it has been acquired and gathered. Unless otherwise
indicated in writing, said information is held at the headquarters
of Automobili Lamborghini S.p.A., which is the party authorized
to engage in said treatment and responsible therefor.
24.2By signing these Conditions, the Supplier declares that it
has received the foregoing information on the treatment of
personal information, that it has been informed of the rights
that D. Lgs. 196/2003 to the subject of the treatment of
personal information and hereby grants its consent, for all legal
purposes, to the treatment of said personal information by
LAMBORGHINI.

_________________________
The Supplier
(signature and seal)

For purposes of Articles 1341/1342 of the Italian Civil Code, the

Supplier hereby declares that it expressly approves the
following clauses:

ART.2 -VALIDITY AND ACCEPTANCE OF THE PRESENT

CONDITIONS
ART.3 -ORDERS
ART.5 - PERFORMANCE OF SERVICES
ART.6 - SUBCONTRACTING
ART. 7- HEALTH AND SAFETY HAZARD
ART.8 - QUALITY REQUIREMENTS
ART.11 - PAYMENT CONDITIONS
ART.12 - MODELS OR DRAWINGS OR KNOW HOW SUPPLIED BY
LAMBORGHINI AND/OR OTHER VW GROUP COMPANIES
ART.16 - ASSIGNMENT
ART.17 - CIVIL LIABILITY FOR LOSSES AND DAMAGES
ART.18 - FORCE MAJEURE
ART.19 - GROUNDS OF CANCELLATION
ART.23 - APPLICABLE LAW AND JURISDICTION

Place, date: ____________________

_________________________
The Supplier
(signature and seal)

(Place, date: ____________________