1.    Validity of the International Sales General Conditions and Conclusion of the Contract

1.1 These International Sales General Conditions (“Conditions”) constitute an integral and substantial part of every proposal, order, order confirmation or other sales document however named (“Proposal”) sent to the Customer, having its place of business in a State other than Italy, by MENEGHETTI MOBILI SRL (Italy)  - VAT number 03658640242 (“VIXIONTECH CASINO SYSTEMS Srl”), and together they form the entire agreement between the parties (the “Contract”). In the event of a conflict between these Conditions and the special conditions contained in the MENEGHETTI MOBILI Proposal, the conditions of the Proposal shall prevail.

1.2 The Contract is deemed entered into when VIXIONTECH CASINO SYSTEMS receives full, unamended written acceptance of the Proposal by the Customer ("Acceptance"). Any request for modification to the Proposal by the Customer, as well as any modification or addition to the Proposal made directly by the Customer, is considered a new contractual proposal, subject to written acceptance by VIXIONTECH CASINO SYSTEMS. In the absence of such acceptance, the Customer's modifications or additions will have no effect on VIXIONTECH CASINO SYSTEMS.

1.3 Following the conclusion of the Contract, any requests for modifications by the Customer relating to the type or characteristics of the Products will be evaluated by VIXIONTECH CASINO SYSTEMS and agreed on the basis of new conditions and prices.

1.4 Following the conclusion of the Contract, the total or partial cancellation of the order by the Customer will give VIXIONTECH CASINO SYSTEMS the right to a penalty (i) up to 50% (fifty percent) of the entire price of the Products subject to cancellation, if the cancellation is declared within 15 (fifteen) days of Acceptance; (ii) up to 100% (one hundred percent) of the entire price of the Products subject to cancellation, if the cancellation is declared after 15 (fifteen) days of Acceptance; in any case, without prejudice to compensation for further damages.

1.5 Under no circumstances will general conditions of any kind appearing on orders and/or other documents sent by the Customer be deemed valid or applicable unless expressly accepted in writing by VIXIONTECH CASINO SYSTEMS. The Contract supersedes any other commitment, agreement, or understanding, whether written or verbal, previously entered into between VIXIONTECH CASINO SYSTEMS and the Customer.

2.    Products

2.1 The characteristics and quantities of the Products under the Contract ("Products") are specified in the Proposal and cannot be modified after Acceptance. Any information or data on the characteristics and/or technical specifications of the Products contained in brochures, price lists, catalogs, or similar documents will be binding only to the extent expressly referred to in the Proposal.

2.2 VIXIONTECH CASINO SYSTEMS reserves the right to make to the Products any changes that, without altering their essential characteristics of, may be necessary or suitable.

3.    Assembly/Installation

3.1 Any assembly or installation services for the Products are always excluded from the Product Price. If requested by the Customer, they will be calculated separately in the Proposal or other document sent by VIXIONTECH CASINO SYSTEMS to the Customer.

4.    Time of Delivery

4.1 The delivery times or dates (“Delivery Terms”) are indicated in the Proposal. Under no circumstances shall the Delivery Terms be deemed to be of the essence unless expressly agreed in writing.

4.2 If, for the purposes of performing the Contract, VIXIONTECH CASINO SYSTEMS requires the Customer to provide specific data and/or information, any delay in providing such data will result in a corresponding delay in the Delivery Terms, with no responsibility by VIXIONTECH CASINO SYSTEMS. If, during the performance of the Contract, the Customer requests in writing technical modifications to the Products that are accepted by VIXIONTECH CASINO SYSTEMS, the relevant Delivery Terms will be rescheduled by VIXIONTECH CASINO SYSTEMS and, in any case, will be automatically extended for the time reasonably necessary to implement the requested modifications.

4.3 In the event of Delivery Terms expressly agreed as essential, any delay attributable to VIXIONTECH CASINO SYSTEMS will entitle the Customer: (i) to request, upon written formal notice, a penalty amounting to 0.3% (zero point three) of the Price of the Products delivered late for each full week, up to an overall maximum limit of 3% (three) of the Price of the Products delivered late; in addition, (ii) to declare the termination of the Contract limited to the Products whose delivery is delayed, if the attributable delay exceeds 10 (ten) full weeks.

4.4 VIXIONTECH CASINO SYSTEMS shall not be held responsible for any delays due to force majeure or acts or omissions of the Customer.

4.5 Except in cases of wilful misconduct or gross negligence, the payment of the compensation provided for in this article in favour of the Customer excludes any further compensation for damages due to failed or delayed delivery of Products.

5.    Delivery

5.1 Unless otherwise agreed, the Products are delivered DAP (Delivered At Place  - Incoterms® 2020) to the delivery location indicated in the Proposal. Delivery costs shall be borne by the Customer.

5.2 The Customer must collect the Products no later than the agreed-upon deadline. In the event of a delay in collecting the Products, the Customer will be responsible for all costs for the storage of the Products. It is understood that the risk of damage, deterioration, loss, and/or theft of the Products will be borne by the Customer starting from the agreed-upon collection date. The Customer accepts that the storage and custody of the Products at any third-party warehouses will take place in locations and/or using methods suitable for the proper preservation of the Products and waives any objection in this regard.

6.    Prices

6.1 Product prices are in EUROS, unless otherwise indicated in writing by VIXIONTECH CASINO SYSTEMS.

6.2 Prices refer only to the Products. Any additional costs (e.g., shipping costs, insurance, customs duties) are never considered included in the Price and will be calculated separately and paid by the Customer.

6.3 In the event of unforeseen external circumstances occurring after the conclusion of the Contract, resulting in an unintentional increase in prices exceeding 5% (five) (for example, the introduction or increase in import or export duties, or increased raw material costs due to force majeure), the parties will discuss a price adjustment in good faith. In the absence of an agreement, VIXIONTECH CASINO SYSTEMS will have the right to withdraw from the Contract without any compensation.

7.    Payments and Retention of Title

7.1 The payment terms and conditions are indicated in the Proposal. Any collection or credit costs are the responsibility of the Customer.

7.2 In the event of non-payment, even partial, of Price VIXIONTECH CASINO SYSTEMS will have the right to suspend performance of the Contract until full payment is received. VIXIONTECH CASINO SYSTEMS will also have the right to suspend performance of the Contract or to withdraw from it if the Customer's financial, patrimonial, or corporate circumstances jeopardize payment.

7.3 In the event of late payment, even partial, VIXIONTECH CASINO SYSTEMS will be entitled to interest on late payments at the maximum rate provided by Italian law applicable to late payments in commercial transactions, accruing automatically from the due date.

7.4 The Customer may not raise any objection, not even for any defects and/or non-conformity of the Products or delays with respect to the Delivery Terms, to delay or suspend payments.

7.5 In the event of deferred payments, the delivered Products remain the property of VIXIONTECH CASINO SYSTEMS until full payment is made. The risk of deterioration, damage, or loss falls to the Customer from delivery. The Customer undertakes the obligation to maintain the Products in perfect condition and marketable until full payment is made. The Customer authorizes VIXIONTECH CASINO SYSTEMS to complete all necessary formalities to enforce the retention of title against third parties. In the event of enforcement or bankruptcy proceedings or seizure of the Products, the Customer must notify third parties of the retention of title and immediately notify VIXIONTECH CASINO SYSTEMS in writing.

8.    Complaints for defects

8.1 Any complaints relating to packaging, quantity, shape or external characteristics of the Products (“Apparent Defects”) must be communicated in writing to VIXIONTECH CASINO SYSTEMS, under penalty of forfeiture, within 8 (eight) days from receipt of the Products at the place of destination. Any complaints relating to defects which cannot be discovered through a careful inspection upon receipt (“Hidden Defects”) must be communicated in writing to VIXIONTECH CASINO SYSTEMS, under penalty of forfeiture, within 8 (eight) days from discovery and in any case no later than 12 (twelve) months from delivery. Any complaint must specify in writing the nature of the lack of conformity.

8.2 Any complaints do not entitle the Customer to suspend or otherwise delay payments of the Products or of any other supplies.

9.    Limited Warranty  - Limitation of Liability

9.1 VIXIONTECH CASINO SYSTEMS undertakes to remedy any lack of conformity of the Products for which he is liable, occurring within 12 (twelve) months from delivery, provided that the lack of conformity has been promptly communicated in accordance with the terms of these Conditions and after having ascertained or acknowledged it. VIXIONTECH CASINO SYSTEMS will repair or replace the Products which have shown to be defective, at its discretion, at no cost to the Customer.

9.2 VIXIONTECH CASINO SYSTEMS does not warrant that the Products conform to special specifications or particular technical features or that they are suitable for particular usages, except to the extent expressly agreed in writing.

9.3 Except in cases of willful misconduct or gross negligence, the repair or replacement of defective Products constitutes the Customer's sole contractual remedy and VIXIONTECH CASINO SYSTEMS’s only obligation in case of non-conformity of the Products. This guarantee replaces and is in lieu of any other guarantee or liabilities provided by law and excludes any other liability of VIXIONTECH CASINO SYSTEMS (whether contractual or non-contractual) arising out of or in relation with the Products supplied (compensation for direct and indirect damages, lost profits, loss of opportunity, etc.).

9.4 The warranty is excluded if the lack of conformity reported by the Customer is caused by one or more of the following causes: (i) wrong information and/or technical data provided by the Customer to VIXIONTECH CASINO SYSTEMS; (ii) modifications to the Products by the Customer not authorized in writing by VIXIONTECH CASINO SYSTEMS (iii) storage and/or custody of the Products in places or using methods unsuitable for their conservation; (iv) any other cause not directly attributable to VIXIONTECH CASINO SYSTEMS.

10.  Force Majeure

10.1          VIXIONTECH CASINO SYSTEMS shall not be liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken into account at the time of the conclusion of the Contract or to have avoided or overcome it or its consequences. By way of example, force majeure includes: strikes, labor disputes, lockouts, fires, power outages, destruction of machinery and equipment, adverse air, sea, or river conditions that prevent or delay navigation or transportation in general, shortage or absence of raw materials, delays in deliveries by suppliers, transport disruptions, earthquakes or other natural events, war or revolution, hostile acts by foreign enemies, civil wars, acts of terrorism, pandemics, epidemics, floods, explosions, sabotage by third parties, acts of piracy, embargoes, acts of government, public administration, judicial authorities, or other public bodies or authorities.

10.2          VIXIONTECH CASINO SYSTEMS will provide written notice to the Customer if it intends to make use of this clause. Each Party, should the force majeure situation persist for more than 120 (onehundredtwenty) days, shall have the right to terminate the Contract.

11.  Hardship

11.1          In the event that a Party proves (i) that the performance of his obligations has become excessively onerous due to an event beyond his control, which he could not reasonably have expected to have been taken into account at the time of entering into the Contract, and (ii) that he could not reasonably have avoided or overcome such event or its effects, the Parties are required within a reasonable time, in any case not exceeding 30 (thirty) days, to negotiate new contractual conditions that reasonably take into account the consequences of the event. If the Parties are unable to reach an agreement, the Party invoking this clause has the right to terminate the contract.

12.  Confidential Information

12.1          In the pre-contractual phase and/or in the performance of his obligations, VIXIONTECH CASINO SYSTEMS may transmit to the Customer certain information or data of a strictly confidential nature regarding the Products, including, by way of example: preliminary projects, developments, methods, procedures and related drawings, inventions, instruction manuals, techniques and related technologies ("Confidential Information"). The Customer undertakes to receive and keep the Confidential Information under strict confidentiality and undertakes not to reproduce, disclose, or in any way use, directly or indirectly, for his own purposes or those of third parties, the Confidential Information. The confidentiality obligations referred to in this article are also assumed by the Customer on behalf of all his partners, employees, managers, directors, consultants, agents or other persons engaged, even on an occasional basis, to whom the Confidential Information is disclosed in connection with the Contract. The Customer undertakes to return the Confidential Information to MENEGHETTI MOBILI as soon as he no longer needs to use it, or upon written request. The Customer further undertakes not to make any copy, including electronic copies, of all or part of the Confidential Information. The Customer expressly acknowledges the importance of the Confidential Information to VIXIONTECH CASINO SYSTEMS business and therefore acknowledges that any violation of the confidentiality obligations set forth in this article constitutes, in addition to a contractual breach, also an act of unfair competition. Nothing in these Conditions is intended, explicitly or implicitly, to grant the Customer any right, title, or interest in the Confidential Information. The Customer undertakes not to file any patent application for an invention or utility model developed using the Confidential Information. In any case of violation of the obligations set forth in this article, the Customer will be liable for damages to VIXIONTECH CASINO SYSTEMS.

13.  Charges, Taxes, Duties

13.1          Any taxes, duties, levies, licenses, authorizations, permits, and/or other fiscal, customs, and/or administrative charges, however denominated, required by the legislation of the country where the Products are to be imported ("Charges") shall be entirely and exclusively borne by the Customer, unless otherwise agreed in writing. Under no circumstances will any delay by VIXIONTECH CASINO SYSTEMS in fulfilling the Charges give the Customer the right to raise any dispute, claim, or exception.

14.  No Assignment

14.1          The Contract may not be assigned by the Customer, even in part, without the prior written consent of VIXIONTECH CASINO SYSTEMS.

15.  Privacy

15.1          VIXIONTECH CASINO SYSTEMS informs the Customer, pursuant to art. 13 of EU Regulation 2016/679 on the protection of personal data of natural persons (“GDPR”) and in his capacity as data controller, that the personal data communicated by the Customer to VIXIONTECH CASINO SYSTEMS in relation to the Contract and its performance (for example: names of partners, directors, employees, collaborators of the Customer or third parties appointed to perform services related to the Contract) (i) will be processed exclusively for the management of fiscal, commercial, pre-contractual and contractual issues relating to the Contract; (ii) the processing is carried out using manual, computerised and electronic tools and in any case in a manner that guarantees its security; (iii) the legal bases of the processing are the performance of the contractual relationship and the fulfillment of legal obligations; (iv) the data will not be disseminated and will be communicated only to the extent strictly necessary and only to subjects (consultants, service providers, etc.) appointed or designated as data processors; (v) the data will be retained for the time strictly necessary based on the purposes of the processing and for the period established by applicable laws (e.g., the statute of limitations on a right); (vi) data subjects may exercise the rights set forth in artt. 15 - 22 of the GDPR by contacting VIXIONTECH CASINO SYSTEMS.

16.  Waivers

16.1          Failure by VIXIONTECH CASINO SYSTEMS to exercise any right set forth by one or more clauses of the Contract may not be construed as a general waiver of such right.

17.  Nullity or invalidity of clauses

17.1          The nullity, invalidity or ineffectiveness of one of the clauses of these Conditions will not cause the nullity, invalidity or ineffectiveness of the Contract in its entirety nor of any of the other clauses not directly connected and/or dependent on the null, invalid or ineffective clause.

18.  Exclusive Jurisdiction

18.1             Any dispute arising out of or in connection with the interpretation, performance or termination of the Contract shall be subject to the exclusive jurisdiction of the competent law Court of Vicenza (Italy).

19.  Applicable law

19.1          The Contract is governed exclusively by Italian law.