Customer:

Mezzani Alimentos Ltda

To the kind attention of

Mr. Richard Alves

Offer No. 24-2304

 Customer: MEZZANI
Offer No.: 24-2304
Revised 12/01/2024 14:10

Paderno Dugnano, 12/01/2024

To:
Mezzani Alimentos Ltda
R. Waldemar P. Da Silveira, 3-27 - Bauru
17034-280 Sao Paulo
Brazil

To the kind attention of

Mr. Richard Alves

Quote compiled by Andrea Granata

Our reference: Gaia Facchini
Revision no.: 00

TABLE OF CONTENTS

CHAPTER 1 – Premise……………………………………………………………………………………… 3

CHAPTER 2 – Description of machinery, technical and construction

features ………………………………………………………………………….…………. 3

CHAPTER 3 – Economic summary ………………………………………………….………………… 4

CHAPTER 4 – Assembling, installation and testing …………………………………………… 5

CHAPTER 5 – Warranties………………………………………………………………………………….. 6

CHAPTER 6 – General sales conditions ……………………………………………………………. 7

FACCHINI GROUP SRL.

Via Carlo Erba 102 – 20037 Paderno Dugnano (MI), Italy page 2 of 8
Phone: (+39) 02/9185977 – 99040524 Fax: (+39) 02/99040302
VAT 08240790967
 Customer: MEZZANI
Offer No.: 24-2304
Revised 12/01/2024 14:10

CHAPTER 1

PREMISE

This offer is prepared in accordance with the information you submitted.

The information contained in this offer, as well as the drawings attached are strictly confidential and
cannot be disclosed, reproduced or otherwise used without our prior written permission.
In the construction phase, Facchini Group S.r.l. reserves the right to make any changes it deems
appropriate to improve the equipment supplied.

CHAPTER 2

DESCRIPTION of MACHINERY and TECHNICAL FEATURES

Further to your kind request, we are pleased to present our offer to supply:

Pos. 1)
MOLD FOR DOUBLE SHEET RAVIOLI MACHINE RDS 540
Mold consisting of a four-roller system, each of which is independently adjustable to ensure perfect and quick timing.
The rollers are supported by bearings placed on the shoulders of the mold; forming rollers and cutting rollers are
made of stainless steel and mounted on adjustable spirals. It is possible to produce both single- and double-imprint
ravioli, with a vacuum pre-forming system for products with particularly soft fillings.
Equipped with a complete filling distribution set whose bars are equipped with an air blow device and Teflon® toe
(to prevent the filling from sticking on the same bars), valves for the independent adjustment of every single
distribution bar, sliding bearings assembled on the base of the mold to be easily disassembled and reassembled.
The mold is entirely made of stainless steel for a quick and thorough washing.
Product shape, weight, and dimensions: to be defined.

FACCHINI GROUP SRL.

Via Carlo Erba 102 – 20037 Paderno Dugnano (MI), Italy page 3 of 8
Phone: (+39) 02/9185977 – 99040524 Fax: (+39) 02/99040302
VAT 08240790967
 Customer: MEZZANI
Offer No.: 24-2304
Revised 12/01/2024 14:10

CHAPTER 3

ECONOMIC SUMMARY
Pos. Q. TY DESCRIPTION UNIT PRICE SUBTOTAL
1 1 MOLD FOR DOUBLE SHEET RAVIOLI MACHINE RDS 540 € 23.000,00 € 23.000,00
Total goods € 23.000,00
Packing included
Assembly and start up excluded
TOTAL AMOUNT DUE € 23.000,00

TERMS OF PAYMENT
50% down payment at the time of order confirmation as a deposit ("caparra confirmatoria");
50% direct remittance, within 15 days from the notification of "goods ready for shipment", issued from 7 to 10 days before
the actual delivery.

DELIVERY TERMS
60 working days (to be confirmed on receipt of confirmation, deposit payment, and shape confirmation).
The current unclear situation on the procurement of components makes it difficult to accurately predict shipping dates.
However, we strive to respect your desired date as closely as possible. However, we ask for your understanding that all
confirmed shipping dates may be affected by the chain of our subcontractors.
The delivery period begins from the moment when all the elements of the contract, including accessory ones, were provided
and irrevocably defined and provided that the customer has paid the installment that is due to the supplier upon the order.
The delivery date is set for working days and admits the usual tolerance values.
In case of exceptional events (such as strikes or lockouts, rejection of one of the main parts of the supply, delays in transport
or in the delivery of raw materials, accidents during services, etc.) which might occur without fault on the part of the supplier
in factories, in those of the suppliers or in the place of assembling, a prorogation to the agreed deadlines is allowed.

Date: ____________________________

Signature: ______________________________

FACCHINI GROUP SRL.

Via Carlo Erba 102 – 20037 Paderno Dugnano (MI), Italy page 4 of 8
Phone: (+39) 02/9185977 – 99040524 Fax: (+39) 02/99040302
VAT 08240790967
 Customer: MEZZANI
Offer No.: 24-2304
Revised 12/01/2024 14:10

CHAPTER 4

ASSEMBLING, INSTALLATION and TESTING

1)- installation, unless a different agreement resulting from the written contract or other document having contractual value, is
charged to the customer.
2)- The customer must provide, at the appropriate time and at his own expense:
a)- the manpower and, if useful, carpenters, blacksmiths, etc.
b)- electricity, lighting, compressed air, lifting equipment, scaffolding if they are useful, as well as supplies as wooden rollers,
shims, and so cleaning materials, lubricants, water, ropes, belts, all placed at the installation site.
c)- a room equipped with access door with lock, reserved for housing the equipment of property of the supplier, adjacent
to the assembling room.

3)- The supplier proceeds to sending the assembling technicians compatibly with its commitments, only when the parts of the
supply indispensable for the assembling are already on site, when the assembling room is completed from the building point of
view, so that the assembling can proceed quickly and without hindrance, and when all the preliminary work agreed between
supplier and customer have been carried out in the manner prescribed by the supplier.
4)- If the installation or the plant start-up is delayed by: material damage due to incompetence, by the customer or its employees
or third parties, during unloading, handling and storage at the customer's site, from accidents occurring on assembling site not
chargeable to the supplier, the additional expense and damage for the equipment and the waiting and for any travels of the
assembling technicians are charged to the customer. However, in any case, the assembling shall be deemed to have been made
after 45 days of notice that the goods are ready to be shipped.
5)- In the event that the installation of the plant or machines is borne by the supplier, the travel and room and board for the
assembling technicians shall be borne by the customer.
The price of installation and test at your facility inserted in the economic summary in Chapter 3 will include:
• labor services;
• ordinary equipment necessary;
• consumable materials (nuts and bolts, gaskets, sealants, any materials for welding).
All of the staff that will be employed for the installation is regularly covered by insurance required by law (INAIL), as well as
R.C.T. and R.C.O.
Expenses for the laborers possibly and occasionally needed to help our staff are excluded.
Also excluded are expenses for room and board and any hours of extra work of our staff.
Any additional working days of our technician that may be necessary for reasons not dependent on our will be charged to you
at the end of the test.

The parties intend as positive testing the regular operation of the plant, namely the ability of this in:
• perform all the turning on/turning off sequences;
• operate mechanically with satisfaction for a calendar day in accordance with the specifications of the contract;
To formalize the above, an acceptance report will be produced.
The start-up will nevertheless have to be executed within 20 days from the date of completion of the installation. If for reasons
not depending on the Facchini company (e.g. lack of arrangement in due time of services and connection of your competence)
the start-up were not possible, from that date (20 days after the last installation) shall be effective in all respects the contractual
terms of payment, without derogating of course from all the warranties of the contract.

FACCHINI GROUP SRL.

Via Carlo Erba 102 – 20037 Paderno Dugnano (MI), Italy page 5 of 8
Phone: (+39) 02/9185977 – 99040524 Fax: (+39) 02/99040302
VAT 08240790967
 Customer: MEZZANI
Offer No.: 24-2304
Revised 12/01/2024 14:10

CHAPTER 5

WARRANTIES
1)- Facchini Group SRL provides a 24-month warranty (new machinery) or a 12-month warranty (second-hand refurbished
machinery) on mechanical parts recognized as defective by its technical staff, provided that the customer is up to date with
payments. The electrical and electronic parts are covered by the manufacturer's warranty.
2)- The supplier does not assume any responsibility for damage caused by incompetence and negligence of the customer or its
employees, by unacceptable overloads, by inadequate resources and operating supplies, from defects in foundations or
consequences due to chemical, chemical-physical, electrochemical, electrical actions extraneous to the functioning to which the
object of the supply is dedicated.
3)- The duration of the warranty runs from the date of the notice that the goods are ready to be shipped. Within this period,
the supplier (with the exclusion of any further claims by the customer for any direct or indirect damage, and for any cause or
issue, both moral and material) must replace, modify or repair, at its option and without any compensation, all the parts of the
supply that following an ascertainable cause existing before delivery (or the transfer of responsibility), were to become
inevitable, or the use of which were to be greatly affected, especially due to bad materials, to defective execution or imperfect
matching the contractual limits of the object of the delivery to the purposes for which it is intended.
4)- To make possible to the supplier the repairs and replacements which are necessary in dependence on the warranties
reported above, the customer shall give the supplier a reasonable time and provide free of charge upon his request the staff to
help and any other resource necessary in accordance with the provisions of Article 9.
5)- The parts of the supply removed or replaced become the property of the supplier and the transport costs for parts to be
replaced or replaced or repaired shall be charged to the customer.
6)- The above warranty conditions apply as long as the customer has fulfilled all its obligations under the contract and the law
and, in particular, those relating to the payment and provided that the installation is carried out by the assembling technicians
of the supplier.
7)- In the event that the customer or third parties were to make changes to the supply, without the consent of the supplier, the
latter is excluded from any liability for the consequences.

Repairs and/or replacements of warranted goods are intended with delivery free of charge to our facility in Paderno Dugnano
(Milan).
Wear and tear materials are excluded from the warranty.
The warranty will be void should the customer proceeds to extraordinary maintenance interventions with personnel not
authorized by the company "Facchini" during the warranty period. Also, warranty ceases if an inspection reveals any tampering
or modifications carried out without the prior authorization of the company "Facchini".

FACCHINI GROUP SRL.

Via Carlo Erba 102 – 20037 Paderno Dugnano (MI), Italy page 6 of 8
Phone: (+39) 02/9185977 – 99040524 Fax: (+39) 02/99040302
VAT 08240790967
 Customer: MEZZANI
Offer No.: 24-2304
Revised 12/01/2024 14:10

CHAPTER 6

GENERAL SALES CONDITIONS

ART. 1) OFFERS QUOTES PROJETCS
1)- The offer of the supplier must be made as a written document and is intended as a commitment, both for the delivery
deadline and for the prices and for the other conditions, only for the period of time that will be specified in the offer.
2)- In the absence of express terms, prices and other commitments made by the supplier with the offer, apply only if the order
extends to everything that is the subject of the offer itself.
3)- Quotes, outline plans, drawings, illustrations, etc., attached to the offer to clarify the details of the supply are the property
of the supplier; they are strictly confidential and will not be disclosed to third parties without our written permission. In case the
relative order is not granted by the customer, such documents shall be returned to the supplier.
ART. 2) ORDER AND SUPPLY CONTRACT.
1)- The acceptance of the offer by the purchaser shall be proved in each case by a written document.
2)- Any verbal or written commitment of the agents of the supplier is not valid without written confirmation from the supplier.
3)- Acceptance of the offer implies that the client accepts all our conditions of supply too.
4)- Unless otherwise agreed, the cost of the contract is charged to the customer and so are related costs for registration and
transcription.
ART. 3) SUBJECT OF THE SUPPLY
1)- The supply includes all that is specified in detail in writing in the offer, or in the documents valid to perfect the supply contract.
2)- Each additional supply or provision is billed separately.
ART. 4) WEIGHTS, DIMENSIONS, TECHNICAL DATA, DRAWINGS, PROJECTS MADE
1)- Quotes, projects, drawings, illustrations, weight data, dimensions, performances, consumption data etc., enclosed to the
offer are only approximate.
Possible deviations of a greater or lesser value than 20% between figures provided in the order and the actual value of the
materials cannot be the subject of complaints by the customer.
2)- Should the experiences and/or the needs of the working make it advisable, the supplier may make minor changes to the
details of the supply and the data that are not subject to special commitment agreed, without this being the subject of complaint
by the customer.
ART. 5) PAYMENTS AND DEFAULT INTEREST
1) All payments due to us from you, unless otherwise expressly agreed, must be made within the planned deadlines at our head
office, which is considered, for all legal purposes, the place of performance of the contract, regardless of the release or of the
emission contextual or subsequent of bills of exchange payable elsewhere. Any bills of exchange received as account payment
are considered "with recourse" and not "without recourse". The effectiveness of payments to our agents or representatives shall
be subject to our prior and explicit permission.
2) The purchaser shall not be entitled to suspend or modify in any way the payments, even if a dispute should arise between the
parties, for any reason, even with regard to any warranties given by the supplier. Without derogating from the provisions of
Article 1462 of the Civil Code, in case of default in payment, even one installment, the buyer shall forfeit the right to the
warranties contractually provided.
3) Once the deadlines for the payment has expired, shall commence as of right from that moment, without need for any request,
the default interest on the amounts due, to the annual extent corresponding to the official rate of current discount during non-
payment period, plus three points. All of the above without derogating, in any case, from possible greater damages.
4) The execution of the contract by Facchini Group S.r.L. can be suspended in the case where the commercial, economic and
financial references of the buyer have become liable to put in obvious danger the achievement of the counter service. To this
end, the parties agree that such danger exists even if the buyer is subject to legal prosecution, protests, has requested access to
the bankruptcy proceedings, has proposed debt restructuring agreements.
5) The parties agree that the sale contract is signed with the pact of "retention of title" in accordance with the provisions of
Article 1523 CC, until full payment of the agreed price for the supply and of any additional cost attributable to the purchaser.

FACCHINI GROUP SRL.

Via Carlo Erba 102 – 20037 Paderno Dugnano (MI), Italy page 7 of 8
Phone: (+39) 02/9185977 – 99040524 Fax: (+39) 02/99040302
VAT 08240790967
 Customer: MEZZANI
Offer No.: 24-2304
Revised 12/01/2024 14:10

In any event of non-payment of the price or any part thereof, Facchini Group S.r.L. reserves the right to immediately withdraw
the materials already provided and to retain the installments already paid and to require those due and not paid as
compensation, without formal notice and without derogating from to the possibility to request you compensation for any greater
damages.
ART. 6) FEES AND TAXES
The contract prices are net of any tax and/or fee which by law or by custom is in charge to the buyer, in particular VAT (however
due upon receipt of our accounting document/invoice).
Any costs of transcription and registration of the contract, even late, shall be charged on the buyer.
ART. 7) JURISDICTION
The Court of Milan has jurisdiction for any controversy and legal action.
ART. 8) DELIVERY CONDITIONS
EX-WORKS FACCHINI GROUP SRL
PACKING AS STATED IN THE ECONOMIC SUMMARY
Additional cost for our technical support services.
Additional services of supervision and assistance of our technical staff are computed based on rates "A.N.I.M.A." in force during
the fulfillment of these services.
The out-of-pocket costs of travel and transfer to your facility are at your expense, at cost.
ART. 9) RETURN OF GOODS
The goods supplied are not accepted in return without the express written agreement or written consent of the supplier.
ART. 10) VALIDITY OF THE OFFER
15 days from the date of issue.
ART. 11) EXCLUSIONS
It is not supplied what is not explicitly mentioned in the description. Are also excluded: construction work; electrical work and
equipment beyond the limits of supply; grounding; Thermal and acoustic insulation; Lifting equipment - Scaffolding over 6 meters
- Manpower possibly and occasionally necessary to help our assembling technicians - Travel and transfer expenses of our
assembling staff - Anything else not expressly stated in the description of the plants.

The buyer claims to have become aware of the above and in particular to approve in compliance to Article 1341 of the Civil Code
the following articles: 5) "payments and default interest" sub-articles 1-2-3-4-5; 7) "jurisdiction"; 9) "return of goods"; 11)
"exclusions".

Date: _____________________________

Signature: _____________________________

FACCHINI GROUP S.R.L.

FACCHINI GROUP SRL.

Via Carlo Erba 102 – 20037 Paderno Dugnano (MI), Italy page 8 of 8
Phone: (+39) 02/9185977 – 99040524 Fax: (+39) 02/99040302
VAT 08240790967