PURCHASE ORDER

Fedrigoni S.p.A. (hereafter also indicated for brevity as the "Supplier") will exclusively accept orders compiled in every part. In the event of temporary unavailability of the products, the Supplier undertakes to inform the Client in timely fashion.

CONCLUSION OF THE CONTRACT

The Contract Agreement shall be considered as concluded
- when the Supplier sends the Client the order confirmation for special makings.
- on receipt (by telephone, fax or telematic media) of the order by the Supplier for standard products. The order confirmation, when made, will be sent by e-mail or fax to the address and fax number indicated by the Client in the order. In the event of notification by fax, proof to all intents and purposes will be ensured by the message confirming the successful outcome of the fax transmission provided by the sender's fax machine. In the event of controversy as regards the conclusion of the contract, proof shall exclusively be based on the documentary, electronic and IT information of the Supplier.

DELIVERY OF GOODS

Unless otherwise indicated by the Client at the time of order, the goods will be delivered to the destination indicated by the Client in the order by means of a carrier chosen by the Supplier. Ordered goods will be delivered whenever possible within the term indicated by the Client at the time of order or within a different term indicated by the Supplier. The Client acknowledges that delivery terms are merely indicative, in no way essential and do not in any way bind the Supplier. The Client may not inasmuch raise any objections as regards effective delivery terms for the products purchased, nor request the resolution of the contract and/or compensation for damage arising from delays that are generally considered within accepted practice. Unless otherwise specified by the Client, the Supplier also reserves the right to complete orders through partial deliveries.

TRANSPORT AND INSURANCE

As regards national commercial transactions and in the absence of different specific agreements, the Supplier fulfils its obligations on consignment of contractual goods to the carrier. Upon consignment of the goods to the carrier, the Supplier cannot be in charge for the risk of spoilage. The Client, in any case, also acknowledges that such goods are carried without any insurance warranty. For international commercial transactions, on the other hand, reference is made to the specific agreements finalised between the Supplier and the Client in relation to delivery conditions and relative INCOTERMS 2000.

PAYMENT METHODS AND TERMS

The Client shall make payment for the goods ordered and delivered in the manner and terms defined in the order. The Supplier reserves the right to modify at its own discretion the payment methods and terms applied in its business relationships with the Client against timely notification. In any case, payment terms and methods for contracts already completed may not be modified. Unless otherwise indicated by the Supplier, the price of supplies must be paid c/o the administrative head offices of Fedrigoni S.p.A., Viale Piave n. 3, Verona. Every order or delivery shall be considered as separate and independent of every other order or delivery. Any controversy that may arise between the Client and the Supplier may not in any case entitle the former to suspend payment of other invoices or the uncontested part of the invoice involved in the complaint. In the event of late payment, the Supplier shall have the right to request late payment interest at the rate indicated in Article 5 of D.Lgs. 09.10.2002 n. 231. Late payment interest will be applied automatically, without notification of default, from the expiry of the payment term indicated in the invoice and/or from the expiry of the individual bank drafts eventually issued as per D.Lgs. n. 231/02. The Supplier shall also be entitled to the reimbursement of costs sustained, including legal expenses, for the recovery of sums not paid to it in timely fashion as well as for higher damages eventually sustained as per Art. 6 n. 231/02.

CHANGES IN THE BALANCE SHEET SITUATION OF THE CLIENT - RIGHT OF WITHDRAWAL OF THE SUPPLIER

Fedrigoni S.p.A., as per Art. 1461 of the Italian Civil Code, reserves the right to suspend the execution of tasks arising from existing contracts whenever it is informed in any way whatsoever of changes in the balance sheet conditions of the Client that may involve risks as regards the fulfilment of the Client's undertakings. If the Supplier should decide to implement this precautionary measure, timely notification will be made to the Client together with an invitation to provide explanations concerning the compromised circumstances affecting the Client and, in any case, provision for suitable effective and/or personal warranty. In the event that the Client is unable to provide such warranty requested, the Supplier may withdraw from the contract with immediate effect upon simple written notification.

DEFECTIVE GOODS - NOTIFICATION AND ASCERTAINMENT

Fedrigoni S.p.A. warrants the high quality of its papers and excellent production standards. In particular, Fedrigoni S.p.A. implements strict quality controls during production and storage stages in order to ensure that products are free as far as possible from flaws and/or manufacturing defects. Nevertheless, the Client is required to examine, verify and inspect carefully all goods delivered. Any flaw and/or defect and/or lack of promised quality in regard of goods must be notified by the Client, on pain of expiry, within 8 days from the receipt of such goods when the flaw and/or defect is evident; or within 8 days from the acknowledgment when it is concealed and/or realized only at the moment of the use of the delivered product. In all cases, the ultimate term expires 2 (two) months after the receipt of goods. The notification must be sent by means of written communication to the administrative head offices of Fedrigoni S.p.A. or the competent branch. Such notification shall contain a detailed description of the nature and extent of the flaw and/or defect in question as well as the product identification label and a copy of the transport document or the invoice. Notifications not accompanied by the required information indicated above may not be accepted as valid and inasmuch shall not postpone the expiry term also defined above. The Client shall store such goods delivered at the disposition of the Supplier to permit all necessary ascertainments. On receipt of due notification, Fedrigoni S.p.A. undertakes to perform, as soon as possible, technical and quality controls in its laboratories. The outcome of such analysis will be notified in timely fashion to the Client in writing. If the conclusions of such verification proceedings are contested by the Client, the parties hereby agree that further verification shall be referred exclusively and definitively to: Stazione Sperimentale per la cellulosa, carta e fibre tessili vegetali e artificiali di Milano - Milan Experimental Centre for cellulose, paper and vegetal-synthetic textile fibres. The outcome of the ascertainment performed by this Institute shall be binding for the parties as regards the existence of the claimed flaw and its attribution to the Supplier or to the Client.

LIMITATION OF RESPONSIBILITY - RE-COMPENSABLE DAMAGES

In the event of a flaw acknowledged by Fedrigoni S.p.A. or ascertained by the Milan Experimental Centre for cellulose, paper and vegetal-synthetic textile fibres, the Supplier shall be exclusively required to replace the goods. In any case, Fedrigoni S.p.A. shall be exclusively responsible within the limits of the value of the goods supplied and ascertained as defective.

WEIGHTS AND MEASURES

Weights may be expressed as number of sheets, number of reams, etc. and quantities in kg/tonnes. The relationship between them is the outcome of a mathematical calculation (theoretical weight).

COMMON PRACTICE

Any aspects eventually not envisaged in these General Sales Conditions shall be referred to the common practice of the Milan Insitute Industria e Commercio della carta - Paper Industry and Commerce Institute and the General sales conditions for the European Paper and Cartonboard Producers (CEPAC).

FORCE MAJEUR

Every undertaking shall be assumed as accepted except for impediments arising from cases of force majeur: such circumstances shall include but are not limited to: floods and drought, electricity black-outs, road and railway interruptions, wars, fires, strikes, shortages in raw materials, etc. In cases of force majeur, the Supplier shall have the faculty to resolve the order or to perform the task as soon as possible following agreement with the buyer.

JURISDICTION AND COMPETENCE

For any and every controversy concerning the interpretation, application and execution of this contract, the parties shall refer to Italian Jurisdiction and the exclusive competence of the Courts of Verona; inasmuch, the parties hereby agree to exclude to the alternative Forums envisaged in Articles 18, 19 and 20 of the Italian Civil Code.

LANGUAGE

These General Sales Conditions may be translated as required into other languages. The Italian version, in any case, shall prevail in the event of any and every controversy.