GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF MATERIALS AND TECHNICAL SERVICES

01 MAY 2024

This document is an English translation of the Italian original one. In case of any discrepancy, the original document will prevail.

1. APPLICABILITY
   

   1.1. These general terms and conditions (hereinafter referred to as the "General Terms and Conditions") regulate each present and future supply contract ("Supply") of products (including software products), spare parts (hereinafter referred to as "Products" and "Spare Parts" respectively) and technical services (hereinafter referred to as "Technical Services") performed by Mitsubishi Electric Europe B.V, Italian Branch, LES Division (hereinafter referred to as "MEU-IT").

   1.2. Supplies include a particular category of goods manufactured on the basis of specific technical requests provided by the Customer (hereinafter referred to as "Configured Products") for which special provisions shall apply where expressly provided for herein (hereinafter referred to as Products, Spare Parts and Configured Products, collectively "Materials").

2. FINALISATION OF THE CONTRACT
   

   2.1. The Materials Supply Contract is regulated by the following documents: (a) Order Proposal formulated by MEU - IT containing the technical, economic and commercial terms agreed between the Parties (hereinafter the "Order Proposal"), which - unless otherwise specified in writing - shall be valid for 60 (sixty) days from the date of issue ("Validity Period"); (b) these General Terms and Conditions for the supply of materials and technical services.

   2.2. An Order Proposal shall be deemed automatically confirmed upon its return to MEU-IT signed for acceptance by the Customer. Once the Validity Period has expired without the Customer having accepted the Order Proposal in accordance with the foregoing, the Order Proposal shall automatically become ineffective, without the need for any communication.

   2.3. Any requests by the Customer for changes and/or additions to the Order Proposal made during the Validity Period of the Order Proposal shall only be valid if accepted in writing by MEU-IT.

   2.4. MEU-IT also reserves the right to take charge of purchase orders forwarded by the Customer in a different form (e.g. by e-mail, telephone) directly to MEU-IT or through its sales network (e.g. sales agents), reserving the right to propose modifications and/or additions to be shared in writing with the Customer.

   2.5. Without prejudice to the eventuality referred to in the preceding paragraph, once the written acceptance of the Order Proposal according to the terms and conditions set forth in Article 2.2 has been received from the Customer, the contract for the Supply of Materials and Technical Services shall be deemed to be entered into (hereinafter the "Order"). Only for the Configured Products and for the Spare Parts of the Configured Products, following the signing of the Order MEU-IT will send the Customer a document called "Order Confirmation" summarising the essential terms of the Order and containing an indication of the date on which the Configured Products and/or the Spare Parts will be presumably ready for delivery (hereinafter, "Readiness Date"). The Readiness Date is only indicative and not binding; therefore, it does not coincide with the actual delivery date of the Configured Products and/or Spare Parts.

   2.6. Each Order shall constitute an independent Supply contract in execution of these General Terms and Conditions and shall therefore be governed by the provisions contained in the Order and in these General Terms and Conditions. In case of conflict between the provisions contained in these General Terms and Conditions and the provisions of the Order, the General Terms and Conditions shall prevail.

3. CANCELLATION, MODIFICATION AND SUSPENSION OF AN ORDER BY THE CUSTOMER
   

   3.1. The Order may not be cancelled by the Customer for any reason. MEU-IT in any case reserves the right to evaluate at its sole discretion any requests for cancellation provided that these are received by it in writing within 5 days following the date of signing of the Order. This is without prejudice to MEU-IT's right to claim reimbursement of any expenses incurred and compensation for any damage suffered as a result of the cancellation.

   3.2. The Order may not be modified by the Customer for any reason. MEU-IT in any case reserves the right to evaluate at its sole discretion any requests for modification of the Order made by the Customer in writing following the signing of the Order, without prejudice to the right of MEU-IT - in case of acceptance of such requests for modification by the Customer - to vary, based on operational needs, the contractual terms set out in the Order (e.g. delivery terms, price, etc.). Modifications to the contractual terms set out in the Order shall be communicated in writing by MEU-IT to the Customer and shall be deemed accepted by the Customer unless expressly rejected in writing within 5 (five) working days of the communication of such modifications.

4. CANCELLATION, MODIFICATION AND SUSPENSION OF ORDER BY MEU-IT
   

   4.1. In addition to the provisions of these General Terms and Conditions (see Art. 7.4), MEU-IT will also have the right not to provide its services or to suspend the performance thereof, even if it has already commenced, in the hypothesis provided for by article 1461 of the Italian Civil Code (change in the financial conditions of the contracting parties), including the case in which the financial conditions of the Customer were not known to MEU-IT at the time of the signing of the contract, or in the case of breach of any obligation, including accessory obligations, assumed by the Customer towards MEU-IT under this contract or under other existing relationships between the parties. In all such cases, MEU-IT may, however, make the performance or completion of its services subject to the prior full payment of the relevant consideration by the Customer.

   4.2. In addition to the foregoing, MEU-IT may make the performance or completion of its services subject to the prior full payment of the relevant consideration by the Customer even when the latter, at the sole discretion of MEU-IT, does not offer adequate guarantees of compliance with the payment terms and deadlines or when, at the time of or following the request for services, the Customer's exposure to MEU-IT is greater than the credit line that may be granted by MEU-IT in its sole discretion.

   4.3. The parties expressly recognise MEU-IT's right to make aesthetic or structural changes to the Materials, without the possibility for the Customer to object to them or to renounce orders already accepted by it.

5. RETURN POLICY
   

   5.1. Any requests for return of Materials, in whole or in part, following delivery, which are not due to defects and/or faults, must be duly justified in writing by the Customer. MEU-IT reserves the right to evaluate at its sole discretion the return request, which will be considered accepted only with the prior express written authorisation of MEU-IT. With reference to Spare Parts, upon receipt of the request for return from the Customer MEU-IT will send a notice of taking over containing instructions and any useful information to proceed with the drop off of the Spare Part. Following the redelivery MEU-IT will proceed with the verification of the Material, whether Product or Spare Part, which may be followed by the acceptance of the request for return. In any case, requests for returns can only be accepted in relation to Materials supplied in the 12 months prior to the request, it being understood that the Materials subject to the return request must be in like-new condition (used Materials will not be accepted), must be delivered intact in all their parts and/or systems, in their original packaging and at the collection points indicated by MEU-IT, at the risk, care and expense of the Customer. For each accepted request for return of Products, EUR 250 excluding VAT will be charged to the Customer as a handling fee. For accepted requests for return of Spare Parts, variable amounts may be charged depending on the type of Spare Part, as better specified in the notice of taking over sent to the Customer by MEU-IT.

   5.2. It is understood that, with reference to Configured Products, there is no return policy.

6. FORCE MAJEURE, FORTUITOUS EVENT AND/OR SUPPLY DIFFICULTIES
   

   6.1. The execution of each Order shall be subject to the clause "unless prevented by force majeure". An impediment of force majeure shall mean any unforeseeable event beyond the control of that Party that makes it impossible for it to perform its obligations (e.g. war, revolution, embargo, riot, civil disturbance, sabotage, accident, epidemic, pandemic, natural disaster, act of an authority, etc.) (hereinafter referred to as "Force Majeure").

   6.2. In the event that the parties are prevented from performing their obligations in whole or in part (with the exception of payment obligations towards the other party, for which the following shall not apply) due to a Force Majeure event, they hereby agree that they shall in no way be held liable for non-performance and/or delay in performing their obligations in whole or in part.

   6.3. The suspension of the performance of obligations due to an event of Force Majeure shall be limited to the period of time during which the effects of the event continue. The parties undertake to use their best efforts to minimise the consequences of a Force Majeure event.

   6.4. Upon the occurrence of a Force Majeure event, the Party concerned shall immediately inform the other Party by e-mail with acknowledgement of receipt, certified email or registered letter with return receipt. In the event of a force majeure event lasting more than 3 (three) months, either party may withdraw from the obligations undertaken, pursuant to Article 1672 of the Italian Civil Code, by giving written notice to the other, without prejudice, of course, to Mitsubishi Electric's right to receive payment of the full amount due for any work already performed.

   6.5. The Customer further acknowledges and hereby accepts that MEU-IT cannot in any way be held liable for non-performance and/or delay in the total or partial fulfilment of its obligations, if these are likewise due to unforeseeable circumstances and/or procurement difficulties that make the Supply impossible or excessively onerous.

7. CONSIDERATION AND TERMS OF PAYMENT
   

   7.1. The sales prices are those resulting from the MEU-IT price lists in force on the date of the Order or, otherwise, the prices indicated in the Order. Prices are exclusive of value-added tax and include the costs of normal packaging. All costs for any special packaging required by the Customer, unless otherwise specified in writing, shall remain the sole responsibility of the Customer and shall be invoiced separately.

   7.2. The consideration, payment and invoicing conditions for Materials and Technical Services are defined in an Order. The Customer undertakes to pay MEU-IT the consideration for the Materials and Technical Services in accordance with the payment terms and deadlines agreed upon therein. Unless otherwise agreed by the parties in writing, all payments shall be made by bank transfer and shall have MEU-IT as exclusive beneficiary, unless otherwise instructed in writing by MEU-IT.

   7.3. For payments made late with respect to the due dates agreed upon, MEU-IT reserves the right to charge the Customer, without prior reminder, default interest as provided for by Italian Legislative Decree No. 231 of 9 October 2002, implementing the Directive of 29 June 2000/35/EC "on combating late payment in commercial transactions", without prejudice to the right to compensation for the costs incurred for the recovery of the sums not paid on time, without prejudice to proven greater damages.

   7.4. Without prejudice to the foregoing, failure to pay, in whole or in part, the amount owed by the Customer to MEU-IT within the established terms, will result in MEU-IT's right not to proceed with the execution of an Order, or to suspend immediately and without notice the supply of the Supply to the Customer, without prejudice to MEU-IT's right to terminate the contract by availing itself of the remedies provided by law.

8. DELIVERY AND TRANSFER OF OWNERSHIP AND RISK
   

   8.1. The delivery terms indicated in the Order are not to be considered essential and their non-observance by MEU-IT does not entail the termination of the Supply Contract. With the exception of cases of wilful misconduct and gross negligence on the part of MEU-IT, MEU-IT shall not be liable for any pecuniary or non-pecuniary damage, direct and/or indirect damage due to delays in the delivery terms indicated. Any liability of MEU-IT for delays attributable to the conduct and/or omissions of the Customer or third parties is also excluded.

   8.2. If the Customer does not collect the Materials or does not put MEU-IT in a position to provide its services, MEU-IT will have the right to consider the Supply Contract terminated by declaring to the Customer that it wishes to avail itself of the express termination clause pursuant to Article 1456 of the Italian Civil Code, without prejudice to any claim for damages.

   8.3. Only for Configured Products, MEU-IT will inform the Customer in writing prior to their delivery that the Configured Products are ready for delivery with a "notice of goods ready". The Customer shall confirm in writing (also by e-mail) within 5 working days from the sending of the aforementioned notice that MEU-IT can proceed with the delivery. In the absence of such confirmation, MEU-IT will not proceed with the delivery of the Configured Products and may charge the Customer an amount equal to 0.5% of the total value of the Order for each week of storage of the Configured Products ready for delivery, to which will be added an additional 400 Euros, which will be payable by the Customer on a one-off basis, starting from the beginning of the fourth week to cover the costs of storage of the Configured Products at the warehouse of MEU-IT. After four weeks from the sending of the aforementioned "notice of goods ready" to the Customer, MEU-IT may also proceed with the invoicing of the Configured Products, with transfer of ownership and of the risk of their damage or total or partial loss to the Customer.

   8.4. Unless otherwise agreed, even by indication in an Order, and without prejudice to what is provided below with reference to the Configured Products, the transport of the Materials is carried out by MEU-IT through its own trusted carrier with a charge to the Customer of an amount/percentage of the value of the Order, to cover transport costs, to the extent indicated in the Order accepted by MEU-IT ("Free Port" Return with charge in the invoice). The Materials are delivered to the address indicated by the Customer, street level, Material delivered by vehicle.

   8.5. It is the Customer's responsibility to unload the Materials by suitable means. The Customer undertakes to indemnify and hold MEU-IT harmless from any and all damages, losses, costs, expenses or charges of any nature whatsoever that may be incurred by the latter as a consequence of failure to comply with the aforementioned obligation. It is also the Customer's responsibility to unload the Materials within one hour of the arrival of the carrier, failing which MEU-IT reserves the right to charge the Customer for the extra costs incurred.

   8.6. Without prejudice to the provisions of the preceding paragraphs, where expressly agreed by the parties in writing in an Order, the Materials may be collected directly by the Customer ex MEU-IT warehouse in accordance with the procedures that will be communicated by MEU-IT for this purpose. The Customer undertakes to use appropriate means for the collection and unloading of the Materials and undertakes to indemnify and hold MEU-IT harmless from any and all damages, losses, costs, expenses or charges of any nature whatsoever that may be incurred by the latter as a consequence of its failure to comply with the obligation undertaken pursuant to this Article 8.

   8.7. If the parties have agreed in the Order that the Materials can be collected directly from the Customer ex-warehouse of MEU-IT, prior to their collection by the Customer, MEU-IT will inform the Customer in writing that the Materials are ready for collection with a "notice of goods ready". The collection of the Materials by the Customer must take place within 5 working days from receipt of the aforementioned "notice of goods ready", otherwise MEU-IT reserves the right to charge the Customer an amount equal to 0.5% of the total value of the Order for each week of storage of the Materials, to which will be added an additional 400 Euros, which will be paid by the Customer one-off, starting from the beginning of the fourth week to cover the costs of storage of the Materials at the warehouse of MEU-IT. After four weeks from the sending of the aforementioned "notice of goods ready" to the Customer, MEU-IT may also proceed with the invoicing of the Materials, with the consequent transfer to the Customer of their ownership and the risk of damage or loss, total or partial.

   8.8. Without prejudice to the provisions of Articles 8.3 and 8.7, the right of ownership and the risk relating to the Materials, also with regard to the verification of compliance with the delivery terms and the transfer of risk for total or partial damage or loss of the Materials, passes from MEU-IT to the Customer at the moment in which the Materials are delivered by MEU-IT to the Customer at the place indicated in the Order, or - in the case referred to in Article 8.6 above - at the moment in which the Customer collects the Materials from the warehouse of MEU-IT.

9. VERIFICATION OF SUPPLY AND PROCEDURE FOR REPORTING DISCREPANCIES
   

   9.1. At the time of delivery/collection the Customer is obliged to check the packaging and the Materials by immediately notifying MEU-IT of any damage and/or defects and raising, in this case, specific reservations to the carrier/staff of MEU-IT's warehouse to be noted in writing on the transport document, it not being sufficient for this purpose the affixing of a generic reservation of "verification of goods" or similar clauses. Any damages and/or defects of the Materials depending on transportation, if carried out by MEU-IT pursuant to Art. 8 above, which are immediately verifiable at the time of delivery and which have not been the subject of a specific written reservation to the carrier shall not give rise to any liability for MEU-IT.

   9.2. Without prejudice to the guarantee for defects referred to in Article 10 below, any objection or claim concerning the quantity, kind or type of Material, which could not be verified at the time of delivery/withdrawal, shall be made within the mandatory term of 8 days from the date of receipt/withdrawal of the Materials, under penalty of forfeiture. Any claim or dispute does not entitle the Customer to suspend or delay the agreed payments.

10. LIABILITY FOR MATERIAL DEFECTS
    

    10.1. Pursuant to Articles 1490 et seq. of the Italian Civil Code, MEU-IT warrants that the Materials supplied are free from defects that render them unfit for the use for which they are intended or diminish their value appreciably. For Configured Products and for the Products of the "Ecodan" Line, the aforementioned warranty will only be valid if the product is started up by authorised MEU-IT personnel. MEU-IT reserves the right to offer the Customer an additional contractual warranty under the terms and conditions communicated by it.

    10.2. For Materials installed abroad the warranty referred to in Art. 10.1. is in any case limited to the replacement of the component declared defective, with the supply of the Spare Part and the simultaneous return by the Customer of the component considered defective to the MEU-IT warehouse or to another location that MEU-IT will indicate. It is understood that this warranty on materials installed abroad does not include labour costs required for replacement, refrigerant gas, and any extra costs from transportation and handling of materials and/or parts.

    10.3. At the same time as the delivery of the Spare Part, a sales invoice will be issued with payment in 120 days, during which time MEU-IT will analyse and assess the cause of the defect. If the defect is recognised as MEU-IT's fault, MEU-IT will issue a corresponding credit note. Under no circumstances will reimbursement be made for labour, lifting equipment, coolant gas, transport or anything else necessary for the removal and return of the defective component.

    10.4. It is understood that the above warranties are valid and operative only after the full payment of the prices established by the parties in the Order for the Materials and Technical Services. To the extent permitted by law, no claim in respect of the Materials and/or the Technical Services may be asserted in court, even by way of exception, if the amounts owed by the Customer to MEU-IT pursuant to the foregoing articles have not been duly paid. In the event of transfer, for any reason whatsoever, by deed between living persons, of the Materials to a third party, the warranties referred to in this Article shall also be valid in favour of the third party transferee, provided that the latter has specifically accepted and approved these General Terms and Conditions by signing them.

    10.5. MEU-IT will not be liable under any circumstances for defects or faults in the Materials supplied caused by: (i) incompatibility of the Materials with respect to the systems in which they were inserted; (ii) errors and/or failure to comply with the technical specifications for assembly, installation and operation; (iii) carelessness and/or negligence on the part of the Customer; (iv) unforeseeable circumstances and force majeure; (v) poor or lack of maintenance of the Materials constituting the system; (vi) inadequacy of the means used for unloading in accordance with Art. 8.6.

    10.6. To the extent permitted by law, the Customer expressly exonerates MEU-IT from all liability for pecuniary and non-pecuniary damage, direct and/or indirect and/or unforeseeable damage, losses, capital losses and any and all prejudicial consequences that may be suffered by the Customer, by persons and/or movable and immovable property, including those of third parties, as a result of the failed, delayed or inaccurate Supply referred to in these General Conditions, except in cases of wilful misconduct or gross negligence on the part of MEU-IT.

11. SERVICES INCLUDED IN THE SUPPLY
    

    11.1. The Supply of Materials and Technical Services referred to in these General Terms and Conditions includes: (i) the supply of the Materials indicated in the Order; (ii) supply of Technical Services indicated in the Order; (iii) technical specifications for assembly, installation, and operation.

    11.2. Any services not included among those listed above are excluded from the Supply and from the Order and, if requested, will be invoiced separately. By signing these General Terms and Conditions, the Customer expressly accepts and acknowledges that all or part of the activities covered by the Technical Services may also be performed by MEU-IT through companies, enterprises, and/or firms of its choice ("Authorised Technical Centres"), which are part of its organised network of authorised technical assistance.

    11.3. The installation of the Materials supplied by MEU-IT shall be carried out at the expense of the Customer, by qualified personnel selected by it. The installation of equipment containing fluorinated greenhouse gases shall take place in accordance with Regulation (EU) No 517/2014 and Italian Presidential Decree No 146 of 16 November 2018. The installer appointed by the Customer ("Installer") shall provide, in a workmanlike manner and in compliance with the applicable sector regulations, for the installation of the Materials, as per the use and maintenance manual and the technical specifications for assembly and installation provided by MEU-IT, and for the creation of the electrical network. It is the installer's responsibility to provide the customer with all information necessary for the correct use of the material.

    11.4. Any liability of MEU-IT for pecuniary or non-pecuniary damages, direct and/or indirect damages attributable to the conduct, and/or omissions (in particular the failure to comply with applicable industry regulations and/or technical specifications for assembly and installation) of the Customer, the Installer or any third party not authorised by MEU-IT is excluded. Any presence during the installation activity of personnel appointed by MEU-IT shall not, in any case, imply any liability on the part of MEU-IT in the event of problems and/or damages arising from and/or connected with such activity.

12. PROHIBITION OF MODIFICATIONS
    

    12.1. The Customer undertakes not to carry out itself, nor to have unauthorised third parties carry out modifications on the Materials, the Mitsubishi Electric brand name and/or the manufacturing and identification codes affixed to the Materials. MEU-IT shall in no event be liable for any defects or malfunctioning of the Materials resulting from a breach of this undertaking.

    12.2. The Customer undertakes not to use, modify, alter, remove or in any other way interfere with the Mitsubishi Electric trademark as well as the other trademarks of the Mitsubishi Electric Group (including in particular "Climaveneta" and "RC"), unless authorised in writing by MEU-IT.

13. EXPORT CONTROL OBLIGATIONS OF THE CUSTOMER
    

    13.1. The Customer is aware that the export, including the sale, supply and transfer, whether direct or indirect, of certain goods, or to certain persons/destinations is subject to control by the competent authorities, and hereby represents and warrants that it has taken all necessary measures to comply with applicable national, European, US and Japanese export control and international economic sanctions legislation.

    13.2. The Customer shall not use the Materials in nuclear activities or for any other purpose related to the development, production, use or storage of weapons of mass destruction, chemical, biological or nuclear weapons, or missiles capable of delivering such weapons. Furthermore, the Customer shall not transfer the Materials to third parties if it knows or suspects that they could be used for the applications described in this Article.

    13.3. The Customer shall not use the Materials for military applications without the prior consent of MEU-IT and shall not sell them to third parties if it knows or suspects that they might be used for such application without first consulting MEU-IT.

    13.4. The Customer moreover: (i) shall not transfer the Materials to any country, region or territory subject to embargoes, sanctions or restrictions under the laws and regulations of the EU, the United States or Japan, including, without limitation, the Crimea region or Sevastopol and the territory of the Democratic People's Republic of Korea; (ii) shall deliver the Materials to a third person/company only on the condition that such person/company accepts the undertakings set forth herein as binding and on the condition that such person/company is known to be reliable and trustworthy in complying with such undertakings; (iii) upon MEU-IT's request, shall promptly provide MEU-IT with information regarding the Materials (e.g., destination, end-user, end-use, location of end-use, etc.).

14. CONFIDENTIALITY
    

    14.1. The Customer is expressly forbidden to disclose and/or use, either directly or indirectly, all knowledge, information, news, data, documents, software applications, procedures, drawings, patents, know-how and other intellectual property rights relating to the Materials and Technical Services (hereinafter "Confidential Information"), of which the Customer may become aware in the performance of the contractual relationship with MEU-IT.

    14.2. The foregoing obligation of confidentiality shall also be deemed to extend to the period following the termination of the contractual relationship between the Customer and MEU-IT, until such time as the Confidential Information is disclosed by MEU-IT or has legitimately become public knowledge.

15. DISPUTE RESOLUTION
    

    15.1. For any dispute concerning the validity, interpretation and fulfilment of the contract, including these General Terms and Conditions, the Court of Milan shall have exclusive jurisdiction. All legal relationships and acts between the Customer and MEU-IT shall be governed exclusively by the laws of Italy, expressly excluding the application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (Vienna Convention).

16. PERSONAL DATA
    

    16.1. The personal data that may be provided by the Customer will be processed by MEU-IT, also through external parties, in order to allow the fulfilment of legal obligations and the performance of information, administrative, commercial and accounting obligations connected to the contractual relationship with the Customer, in accordance with the provisions of EU Regulation 2016/679 and in compliance with the provisions of Italian Legislative Decree 196/2003, as amended by Legislative Decree 101/2018. A full copy of the information notice pursuant to Article 13 of the aforementioned Regulation may be viewed at the MEU-IT offices or by writing to privacy@it.mee.com

17. TRACEABILITY OF FINANCIAL FLOWS
    

    17.1. If the Supplies of Materials and Technical Services referred to in these General Terms and Conditions are performed in favour of a Customer/end user subject to the application of the regulations set forth in Article 3 of Italian Law No. 136 of 13 August 2010, as amended, the Customer assumes and undertakes to comply with all traceability of financial flows obligations contemplated in the aforesaid provision of law. The Customer undertakes to give immediate notice of the non-fulfilment by its counterparty of its financial traceability obligations.

18. LEGISLATIVE DECREE 231/2001
    

    18.1. The Customer declares that it is aware of the provisions of Legislative Decree 231/01 and undertakes not to engage in conduct contrary to the applicable laws and the principles and values contained in the Code of Ethics and Deontology adopted by Mitsubishi Electric Europe B.V. and available on the website https://it.mitsubishielectric.com/it/. Failure by the Customer to comply with these commitments constitutes a serious breach of contract and justifies the application of any penalties provided for in the contract.

19. FINAL CLAUSE
    

    19.1. Without prejudice to the provisions of Article 2 above, the General Terms and Conditions shall prevail over any different general terms and conditions of purchase of the Customer considered individually and as a whole and shall be deemed accepted without reservation by the Customer, unless expressly rejected and/or requests for modifications are made, which shall in any case not be valid unless expressly agreed to and accepted in writing by MEU-IT.

    19.2. These General Terms and Conditions shall also supersede any prior agreement, whether verbal or in writing, that may have been made between the parties and shall prevail over any conflicting or incompatible provisions that may be contained in subsequent agreements between the parties, unless it is expressly provided in writing to derogate from these General Terms and Conditions. In any event, no modification or waiver of the General Terms and Conditions shall be binding on MEU-IT unless expressly approved in writing by MEU-IT.