Phase

M0423.5 rev. 1 del 16.01.09 NC

TERMS AND CONDITIONS OF SALE

1. General

a. The following Terms and Conditions of Sale regulate the relationship between the Client and the Company and prevail over any eventual Terms and Conditions of Purchase of the Client.

2. Definitions

a. Client: the Company that stipulates a contract of sale of goods with the Company.

b. Code of the Client: the code used by Client within their Order.

c. Code of the Good: the code given by the Company to the good produced.

d. Terms and Conditions of Sale: the following terms and conditions of sale published on the web page www.phase.eu

e. Confirmation of the Order: resuming document sent by the Company to the Client once received the Order from the Client, containing the technical details of the Good, the conditions of the offer confirmed in the Order, payment’s conditions, details of delivery.

f. Order Acceptance: resuming document sent by the Company to the Customer when the ordered product needs to be designed. The aim of this document is to communicate to the Customer that his order has been received and processed and that the study has started. This Acceptance does not contain any information about the product-code and the delivery date, defering to the Order Confirmation that will be sent after project approval.

g. Contract: this contract of sale stipulated by the Company and the Client.

h. Data Sheet: document explaining the electrical and thermal specifications of the Good with also the relevant tolerance, if any.

i. Drawing: graphic design of the mechanical parts of the Good with the indication of the relevant percentage of tolerance, if any;

j. Company: Phase Motion Control S.p.a.

k. Offer: the contractual proposal put forward by the Company, containing the price, the payment conditions, the description of the Good, the conditions of the consignment, the guarantee and the general conditions of the Company.

l. Order: documents prepared by the Clients with whom he accepts the Offer of the Company;

m. Price: the sum to be paid for the supplying of the Good, inclusive of the additional charges as per clause 4 above mentioned, if any;

n. Good: Brushless Motors, generators, actuators, electronics drives and relevant accessories, produced by the Company;

o. Dimension: measurement of a part of the Good

p. Test Reports: document sent to the Client, indicating the real mechanical and electrical dimension of the motor;

q. Tolerance: accepted range of variation of the physical dimension of the Good. In case of non-indication of the tolerance, the date mentioned is to be construed as approximate and not binding;

3. Conclusion of the contract of sale.

a. Offer

The Company shall send by fax or by email its own offer with the general conditions of the Contract.The offer is to be considered in accordance with the present general terms and conditions of the Company, which are also published on the web page: www.phase.eu. The delivery time indicated in the offer must be considered indicative;the delivery could be modified and formalized in the OrderConfirmation. PMC products are customized or semi customized, theirdesigning and manufacturing are subject to market variables difficult toplan in the Offer or Order Confirmation. PMC cannot take responsibility for additional costs resulting from delays both at design stage and in the production.

b. Client’s Order

The Client’s Order shall have to make reference in full to the conditions mentioned in the offer. The complete Order, sent by the Client, will be considered as final acceptance of the Offer and as conclusion of the Contract. In case the Client’s Order is different from the Offer of the Company,the Client shall have the possibility to send a revised order, subject to a subsequent approval by the Company. This subsequent Company’s approval of the revised order will be considered as conclusion of the Contract.

c. Order Confirmation.

Within seven days from the receipt of the Client’s Order, the Company shall send the Order Confirmation which shall contain , not only the statement that the Contract is concluded, but also the terms and conditions of the Contract, together with the indication of the Good’s Final Code and of the Client’s Code.

d. Order Acceptance.

Within seven days from the receipt of the Client’s Order concerning products that have to bee designed, the Company will send an Order Acceptance. This document, resumes the terms of the contract and communicates to the Customer that his order has been received and processed and that the study has started. This Acceptance does not contain any information about the product-code and the delivery date, defering to the Order Confirmation that will be sent after project approval.

e. Approval of the drawing.

In case a specific project is required for the manufacturing of the Good, the Company, before starting the manufacturing of the Good, shall send to the Client for its final approval, a study and a project of the Drawing and of the Data Sheet. In case the Client shall not approve the Drawing and the Data Sheet, the Contract will be cancelled, both parties renouncing to any demands and any rights which may arise. The Company, in any case, shall issue an invoice covering such specific project phase.

f. Starting of the production.

The production of the Good shall start once the Drawings and the Data Sheet are approved by the Client and from that date shall begin to count the time limit for the Delivery of the Good to the Client.

g. Revision of the Order

In case Client shall request a revision of the Good before the starting of the production or also during the course of the same production, the Company shall have the power to change the Code of the Good, the date of delivery and the Price.

4. Price

In case the cost of the raw materials used have raised after the conclusion of the Contract, the price of the Product shown in the Order Confirmation could be unilaterally increased by the Company. Once the Company will become aware of the increases of costs of raw materials, the Company shall communicate such change of the Price to the Client. In any case the Price of the Good shown in the Order Confirmation cannot be decreased.

5. Invoicing

The Company will issue the invoice for the agreed Price stated in the Order Confirmation, always after the shipping of the Good. In case of extra-EU Client, the Company will issue the invoice on the same date of the shipping.

6. Payment

Payments will be due in favour of the Company directly, according to the conditions fixed in the Order Confirmation. Payments will be made by bank receipt or bank remittance. In case of first Order of a new Client, prepayment will berequested before Good shipment. Any different payment made instead of or by different modes than those agreed will not be deemed valid. Once elapsed the agreed payment term, the Company, subject to the right to demand payment, will calculate interests on credit as foreseen by the Italian law decree D.L. n. 231 dated 9 October 2002. In case of additional costs, such as outstanding expenses etc. due to default of Client, the same will be invoiced to Client together with interests.

7. Date of delivery

The Company shall exercise the due diligence in order to deliver the Good, from its establishment, to the Client within the terms foreseen by the Order Confirmation. In case of delivery of the Good to a carrier for its shipment from the seat of the Company to Client, the Good will be considered as delivered to Client upon its delivery to such carrier. The delivery term will be considered as automatically postponed in case production is delayed by events of force majeure as, for example:

I. Company’s employees strike; II. Delayed delivery to the Company of the raw materials necessary for the production of the Good; III. Other delays deriving from circumstances extraneous to the control of the Company. Cause of justification of the delay in delivery will be also the lack of instructions and technical information from Client as well as his non-timely approval of the Drawing and of the Data Sheet .

8. Testing

On completion of production, the Good will be submitted to testing procedure at Company’s plants, to verify its compliance with Drawing and Data Sheet. In case of positive result, the Company will deliver the Good to Client together with test reports and Client will take delivery of the Good. If the characteristics of the Good would exceed the limits of tolerances, the Company will inform Client accordingly, requesting to accept the waiver Good. Once granted the exception, Client will take delivery of the Good accepting it without reserve. Costs for storage due to Client’s delay in taking delivery of the Good will be at Client’s expenses.

9. Warranty for defects

The Company guarantees the compliance of the technical specifics of the Product as specified and described in the Order Confirmation. Client shall examine the Product, as soon as possible from the time he has taken delivery of it. Client will lose the right to enforce the warranty for defects failing to report such defects within ten days from the discovery of the same. In any case Client will lose the right to enforce the warranty for defects once the term of two years has elapsed from the date of delivery of the Good. The warranty for defects will only cover vices and defects of the Good due to defective production. In any case such warranty cannot be invoked by Client for damages or defects due to external agents, to the choice of an unfit Good made by the Client, to assembly mistakes made by Client or to any other causes not due to the default of Company defective production . In case the assistance of some technicians of the Company is required at Client’s establishment, travel and expenses of the required technicians will be charged to Client. In case the disputed Good should be carried to the establishment of the Company, carriage expenses will be charged to Client.

10. Catalogues, drawings, illustrative material, etc..

Catalogues, drawings and any illustrative material made by the Company will be drawn with the aim to supply information about products. In any case the Company will not be held responsible for errors and omissions, if any, contained in such documents.

11. Request of possible shipping – insurance

The type of shipment will be specified in the Order Confirmation. If requested by Client, the Company will arrange for carriage of the Good from the Company’s establishment. Shipments, even if organized by the Company, will always be intended as performed on behalf of Client and at his own risk and expenses. Failing to receive instructions from Client, the Company deny any liability both in respect of the choice of the means of transport and for the fees applied by carriers and forwarding agents.

12. Insurance

In case the Company will organize the carriage of the Good from its establishment to the place of destination indicated by Client, as foreseen by art. 11 above, the Company will stipulate an insurance policy for the carried goods to the benefit of third parties, only if specifically required by Client.

13. Absence of Company’s obligations for shipping and transport

Client will bear both expenses and risks of shipping and transport of the Product, from its delivery at the Company’s establishment until arrival at destination.

14. Domicile – Limit of liability

The legal domicile of the Company is intended with the establishment in Genoa, via Adamoli 461. By accepting these general terms and conditions of sale, Client and the Company expressly acknowledge that the total price of the supply will be the maximum limit of economic liability for both parties.

15. Sending communications

Communications between the Company and Client will be sent by registered letter, fax or e-mail.

16. Jurisdiction clause and applicable law

The sole Court competent for disputes arising between the Company and Client in relation to the Contract is the Tribunal of Genoa. The law applicable to the Contract is the Italian law.

17. Settlement clause

a. In case of dispute, any party will be able to choose to submit the dispute, or part of it, to a procedure of settlement, informing the other party in writing (the “Notice of Settlement”) and inviting the other party to accept the settlement procedure.

b. The other party will have 14 days time, starting from the Notice of Settlement, to confirm or not its acceptance of the settlement procedure.

c. In case of affirmative reply, the parties will agree on the name of the Mediator within 14 days from the acceptance of the procedure.

d. The settlement procedure will be carried on in the place and according to the rules agreed by the parties or, failing an agreement, to those rules fixed by the Mediator.

e. If the party receiving the Notice of Settlement decide not to agree, the other party will have the right to inform the Tribunal of such refusal and the Tribunal will take it into account when deciding on final expenses.

f. Unless differently agreed, any party will bear its own costs of the settlement procedure and costs and expenses of the Mediator will be equally divided.

g. The settlement procedure will not compromise in any way the dispute between the parties and the Tribunal cannot be acquainted with information and documents disclosed by any party during the settlement procedure by the other party.

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EMPLOYMENT

Junior design engineer, power drives. Senior design engineer, power drives.

CONFORMITY CE – UL – CSA

Declaration of conformity of motors and drives – Manufacturer’s declaration – Installation Instructions

Introduction: EC directives

The EC Directives are manufacturing prescriptions intended to guarantee a standard level of quality, reliability and safety for all industrial goods produced and marketed across the European Union. The EC Directives are general documents that establish base specifications for the certifications, which are subsequently converted into national laws by all member states. A certification issued by a member state is valid automatically in all other member states. Technical details are not included in the directives. They are determined by the relevant European harmonized standards (EN). After verification, affixing a CE mark certifies the conformity to the CE directives. Within the EU there are no commercial barriers for a product with the CE mark. A conformity certificate, however, is generally not required for most directives. Consequently, it is not always evident which of the (so far) 21 EC directives is considered in the CE mark of a product and which standards are considered in the conformity verification. In the field of Brushless motor drives, the CE mark is referred exclusively to the LVD 2006/95/CE As for the EMC 2004/108/CE directive, a drive is only a component and not a system, and the conformity of the system to the EMCD remains the sole responsibility of the system designer or user. In order to assist their Customers, Phase Motion Control have already proved and certified the conformity of a CE-typical system to the EMC directive (see following chapter) with the AxV, AxM, AxW digital platforms and the ULTRACT, T, TW + feeder, TK brushless motors.

LVD 2006/95/CE Directive

The LVD 2006/95/CE directive deals with all electrical machines operating in usual environments between 50 and 1000 V AC, and between 75 and 1500 V DC. This directive does not apply to applications in particular atmospheres and/or anti-explosion machines; also it does not refer to lifting equipment. The directive’s general purpose is to guarantee a uniform electrical safety level from the point of view of user’s risk and of possible damage to objects; the directive dictates the product to be supported from the point of view of safety and of application prescriptions.

Product safety

1. Transport, installation and use of the drives is reserved to qualified staff (IEC 364)

2. The opening of the drive’s enclosure or motors protections, or a defective installation, can lead to personal or material damage

3. Drives and motors can have hot, rotating and live internal parts; this can be the case even with power supply turned off.

Application as directed – Scope of application

1. AxV, AxM, AxW drives and Ultract, T, TW + feeder and TK motors are intended for variable speed motion control application, inside the entire machine control cabinets.

2. When integrating the drives into machines, they may only be commissioned (i.e. operation as directed) if the correspondence to the EC EMC directive EMC 2004/108/CE is proved, EN 60204 must be observed

3. The technical data on the units nameplates must be observed

4. The drives correspond to the LVD 2006/95/CE

Installation

1. The units must be installed and cooled according to the regulations stated in the corresponding documentation.

2. Ensure that no components are bent or insulation distances changed during transport. The electronic components and contacts must not be touched.

3. When working on an energized controller the valid national requirements for the prevention of accidents must be observed.

4. The electrical installation must comply with applicable regulations (cable cross sections, fuses, protective conductor connections)

5. All control inputs and outputs of the drives are insulated with a “basic” insulation (functional). Another level of protection must be implemented for personal safety against electrical contact.

6. When using current-operated protective devices, please note that: The controller have internal DC rectification. A DC fault current is therefore possible. Somedifferential current protection systems are made inoperative by DC current leakage. Use only“universal” or pulse operated protection devices. The RFI filter which is built into the drives cause a certain amount of leakage current to flow in the ground wires. This current may cause tripping of too sensitive differential device and need to be taken into account while sizing differential devices.

7. Irrespective of the CE mark on both drives and motors, it is reminded that the compliance of the required limit values with the legal EMC regulations remain the responsibility of the manufacturer of the system or machine.

EC Declaration of Conformity

Ref. to EC Low Voltage Directive LVD2006/95/CE ULTRACT, T, TK, TW + Power Supply series motors, AxV, AxM, AxW series brushless amplifiers and FxW series filters are designed, manufactured and tested in conformity with the EC Low Voltage Directive LVD 2006/95/CE and under the responsibility of: Phase Motion Control S.p.A., via Adamoli 461, 16141 Genova

The applied standards are the following:

EN 60034-1, -5,-6, -8, -11, -14

IEC 72(Project ISO/IEC 60335-2-72 ed.3.0)

EN 60529

IEC 249/1 10/86

IEC 249/2 15/12/89

ISO/IEC 14776-326 ed.1 2002-08-28

ISO/IEC 1477-326 ed.2 2009-09-31

EN 60097/9.93

The EMC Directive 2004/108/CE

The EMCD directive relating to electromagnetic compatibility is effective for “equipment” which may either cause electromagnetic disturbances or be affected by such disturbances. The aim is the limitation of the generation of electromagnetic disturbances so that the operation of radio and telecommunication systems and other equipment is possible and that a suitable immunity of the equipment against electromagnetic disturbances is ensured so that the operation can be achieved. Controllers cannot be driven in stand-alone operation and therefore the controllers themselves cannot correspond to the EMC directive. The controllers must be integrated into a drive system to check the compliance with the EC directive relating to EMC of the “Regulation about the electromagnetic compatibility of devices”. Phase Motion Control has verified the conformity of controllers integrated into a “typical” drive system(see below). The user can use this example as a reference to design a system in according to EMCD.

Installation as specified

1. The RFI filter needs a ground connection. The typical application is not operable without ground connection.

2. The drives are not domestic appliances and are not intended for domestic use.

3. For installations different from the typical application (e.g.: use of unscreened cables, use of multiple drives, etc.) the conformity to the CE-EMC directive requires a check of the machine or system regarding EMC limit values.

4. The user of the machine is responsible for the compliance with the EMC directive.

5. Screen all power cables from filters to drive and from drive to motor with a shield coverage greater than 85%

6. Signal cables must always be shielded as above.

7. In order to reduce the interference caused by the motor cable and the induced noise in the encoder connection cable, such wiring must be shorter than 15 meters. This limitation is necessary also for the protection of the drive itself. For longer cables, use appropriate snubber inductors.

8. For shield and ground connections, refer to the appropriate figure in the drive manual.

9. It is important that the power wires are inserted in wire ways different from the signal and supply one and that any cross between the power and signal cables is carried out at right angle.

10. A ground cable between the motor and the drive is always necessary with a layout similar to that of the power cables.

11. If sensitive instruments are used (for example analogue, non preamplified transducers, load cells, thermocouples etc.) keep a safe distance between the instrumentation ground and the power ground.

12. The RFI filter which is built into the drives, as well as the high chopper frequency, cause a certain amount of leakage current to flow in the ground wires. This current may cause tripping of sensitive differential device and need to be taken into account while sizing differential protection devices. For the same reason, high frequency noise is normally conducted through the ground wire; all sensitive edevices or cables should be wired at a distance from the ground wire and cross the same wire at aright angle.

13. All devices (drives, filters, motors) must be grounded on a single ground bar, with ground wires as straight and short as possible. NOTE: As specified in the EMC IEC-22G-21/CDV norm, AxV, AxM, AxW drives are not domestic appliances and can cause interference to radio and tv reception.

EC Declaration of conformity

Ref. to EC Directive Electromagnetic Compatibility (EMC 2004/108/CE)

NOTE: ULTRACT , T and TK series motors and AxV, AxM, AxW brushless drives series are not stand-alone systems, and are specified to application fields 2 and 3 in accordance with IEC-22G-21/CDV. The conformity with EMC directive cannot be verified on such components. To assist its own customers, Phase Motion Control declares that AxV or AxM drives running Ultract motors assembled in accordance with the instructions above and completed with the filter SHAFFNERFN251/16/07 or something equivalent, with up to 20 meters of shielded-conductor cable between the drive and the motor, following the cabling normative explained in the user manual, allows the active system (PDS) to satisfy the requirements of the IEC-EN 55011 norm Class A and EN 50022 Class B. As Components the AxV, AxM, AxW drives comply with the IEC 1000-4-2 (IEC 801-2) and IEC 1000-4-4 (IEC 801-4), without any accessory or protection.

UL and CSA conformity

ULTRACT, T, TK, TW + Power Supply series motors, AxV, AxM, AxW series brushless amplifiers and FxW series filters do not carry a specific UL or CSA approval as they have been specifically produced under CE regulation. However, Phase Motion Control declare that the design of such devices and the selection of their components was carried out in accordance with UL and CSA prescriptions and, wherever applicable, making use of UL and CSA approved parts and materials.

M0423.5 rev. 1 del 16.01.09 NC

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ETHICAL CHARTER OF PHASE MOTION CONTROL

1. The aim of the Company is to expand scientific knowledge and to progress technology through invention, design and efficient production of innovative devices in the field of cybernetics, motion control and energy conversion, in the belief that the advance of science is as much the driving force of humanity as it is the only means of offering the best future for all living beings.

2. The Company aims to make a profit, because profit guarantees growth, independence and freedom of choice, all factors which contribute towards the pursuit of its aims. Any profit which requires non ethical methods or which does not work towards the aims of the Company will not be pursued.

3. As innovation and discovery are exclusive to individual creativity, the Company considers its human capital at all levels to be the key asset of the firm and places it at the center of its interests. Accordingly, the Company promotes and demands behavior which is ethical, just and open, both internally and in its external relationships, in the belief that this is the only principle which is capable of guaranteeing growth of any social group in the long term.

The Company does not have a limited time frame.

Genova, 9.11.2009

Eng. Marco Venturini (PHASE MOTION CONTROL President)

TUV CERTIFICATE

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CUSTOMER SATISFACTION

In order to achieve the continuous improvement of the company, Phase Motion Control wants to share the evaluation of its objectives with the customers. In this perspective, we kindly ask you to answer to the following short questionnaire which summarizes the main objectives of our supply.

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Your feedback is fundamental for us; its analysis will allow us to carry on the continuous improvement of our company.