“Terms and Conditions” means the terms and conditions under which ULTRACELL Ltd, (hereinafter ULTRACELL) sells its products. If CUSTOMER is interested in modify any term or condition, it should be expressly accepted by ULTRACELL in the Particular Terms and Conditions of Sale that must explicitly include in the invoice or contract between the parties. 1. ORDER ACCEPTANCE:

By issuing this invoice, ULTRACELL accepts the request made by CUSTOMER, duly collected in the Order Form made by ULTRACELL and CUSTOMER expressly accepts it. Likewise, by issuing this invoice CUSTOMER accepts its terms and conditions expressly stated herein. Any order change shall require the express written authorisation of ULTRACELL’s authorised personnel.

2. PRICE:

Unless otherwise agreed upon, the price shall always be ex-works (EXW) (INCOTERM); i.e., for products provided from ULTRACELL, so that CUSTOMER shall bear the costs of development and the relevant initial maintenance fees.

3. PAYMENT:

The means and terms of payment shall be determined on a case-by-case basis with the relevant invoice, and shall always be binding on both parties. Any invoice that does not include reference to the means or terms of payment shall be null and void. In any event, whenever the payment is deferred, ULTRACELL shall reserve title of the sold goods until full payment thereof and, in case of breach by CUSTOMER, ULTRACELL may choose to suspend any future delivery to the purchaser and to terminate the agreement, or to demand strict compliance, without expressly waiving any compensation for damages incurred.

4. INTELLECTUAL PROPERTY RIGHTS OF THE SOFTWARE, MARKS AND IMAGE OF ULTRACELL:

The Software and Intellectual Property Rights of the products being sold are ULTRACELL’s exclusive property. CUSTOMER acknowledges that the public automatically associates ULTRACELL’s brands with products that distinguish them, so that CUSTOMER requires the use of them so as not to discredit or undermine the prestige of ULTRACELL. Also, regardless of the administrative sanctions that may apply, CUSTOMER may not make changes to the software of ULTRACELL’s products. Marks and Image of ULTRACELL. CUSTOMER agrees not to make any public reference to ULTRACELL, trademarks, trade names or other identifying symbols of ULTRACELL and its products, without the prior written consent of ULTRACELL. CUSTOMER acknowledges that the public automatically associates the signs with the commercial origin of ULTRACELL and products. None of these elements may be reproduced, modified, transmitted, distributed, sold or used in any other way, with commercial or public purpose, by any means (whether electronic, mechanical or other playback system information). The parties agree that for the issuance of any statement or public statement by CUSTOMER on the sustained contractual relationship with ULTRACELL, CUSTOMER will contact with ULTRACELL for approval and, where appropriate, jointly processing. The breach of the obligations contained in this paragraph may be considered grounds for termination of contract entitling ULTRACELL to appropriate compensation for damages occurred as a result of the infringement.

5. APPLICABLE LAW:

The parties hereto expressly submit themselves to the jurisdiction of the Courts of Malta in order to settle any dispute which may arise from the sale and purchase agreements. The Terms and Conditions shall be governed by and interpreted in accordance with the laws of Malta. The Courts of Malta shall have non-exclusive jurisdictions over any disputes arising out of the Terms and Conditions themselves.