9. Force Majeure - Hardship 9.1 The Seller shall not be under any liability for any failure to perform any of its obligations under this contract and/or any Contract due to Force Majeure. Following notification by the Seller to the Purchaser of such cause, the Seller shall be allowed of a reasonable extension of time for the performance of its obligations. For the purpose of this clause Force Majeure means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar labour dispute, restriction of supplies from Sellers, embargo, ban to export the products, epidemics/massdisease (including Covid-19) or event or circumstances outside the reasonable control of the party affected thereby. If the performance by either Party of any of its obligations under any contract is prevented or delayed by Force Majeure for a continuous period in excess of 3 months, the Parties shall negotiate in good faith, and use their best endeavours to agree upon such amendments to the Contract/s as may be fair and reasonable with a view to alleviating its effects, but if they do not agree upon such amendments within a further period of 30 days, the other Party shall be entitled to terminate any Contract by giving written notice by registered letter with return receipt to the Party affected by the Force Majeure, any right for damages being excluded. 9.2 Should the fulfilment of the Seller's commitments have become excessively onerous compared with the contractual obligations originally agreed upon under the relevant Contract, such as to modify the Seller’s costs by over 5%, the Seller shall have the right to request a renegotiation of the Contract’s conditions and, failing an agreement on such revision, to terminate the Contract without whatsoever responsibility. 10. Sales subject to successful completion of export control check- Sanctions 10.1. The Purchaser agrees that the performance of all Contracts entered into shall be subject, on a case by case basis, to the successful completion of an export control check (the "Export Check") to be carried out by the Seller on both the products and the Purchaser. If the Export Check certifies in relation to each Contract that both the products and the Purchaser are not subject to any export restrictive measures issued by the UN, EU, US and UK (hereinafter the "Sanctions"), the Contract shall be performed. If either the Purchaser or the Products or both are subject to Sanctions, the relevant Contract shall not enter into force. 10.2 Notwithstanding anything to the contrary contained in the Contract, it is agreed that the Seller shall not be liable, and shall be excused from any liability, for any breach of the Contract with the Purchaser to the extent that the provisions of the Contract and/or the sale and/or delivery of the products to the Purchaser would expose the Seller to any Sanctions, prohibition or restriction under United Nations resolutions or any trade or economic sanctions, laws or regulations of the European Union, the United Kingdom or the United States of America and any other provision of Italian law which provides that delivery or export of the Products to the Purchaser is unlawful. 11. Governing law 11.1 All the sale contracts concluded by parties shall be governed by the present conditions and, to the extent that such questions are not covered by the present conditions, by United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980, hereafter referred to as “CISG”), and, to the extent that such questions are not covered by CISG, by Italian law. 12. Disputes resolution 12.1 If the Purchaser has its registered seat in the European Union in case of disputes the courts of law of Torino, Italy, shall have exclusive jurisdiction. Nevertheless, as exception to such provision, the Seller may bring legal proceedings before the competent courts of law of the place where the Purchaser has its registered seat. Unlike the former provision in section 12.1, if the Purchaser has its registered seat outside the European Union all disputes - included those of not contractual nature - arising out of, related or connected to the sale contracts concluded between the parties under the present conditions shall be settled by arbitration under the Rules of the Milan Chamber of Arbitration
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